Terms of use

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Terms of use
China

Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”).

    Usage

    Celent grants to the Client a limited license to use the services solely for its internal business purposes. This usage is only available to the Client’s employees and project consultants during the term of the Agreement (and, in the case of project consultants, who are bound by reasonable obligations of confidentiality consistent with the usage restrictions contained in Section 2 below). Celent is not responsible for any actions taken by the Client, its employees or project consultants as a result of the license granted by these terms.

    Copyright Provision and License

    All research materials, whether in hard copy or electronic form, are copyright protected and remain proprietary to Celent. Celent grants to the Client, its employees and project consultants a license to use printed or electronic research material solely for the Client’s internal business purposes. All research materials are for use only by the employees or project consultants of the Client. Celent does not grant to the Client license to duplicate or reproduce research reports or excerpts therefrom in any form, including translation, for purposes of any distribution outside of the Client; however the Client is permitted to reproduce any Celent charts and graphs taken directly from research reports (excluding ABCD Vendor View charts and graphs) and distribute such charts and graphs outside of the Client when Celent is properly sourced. Any reproduction of ABCD Vendor View charts and graphs requires the prior written approval of Celent. The restriction on the use of copyrighted materials extends indefinitely.

    Use of Names

    Celent may include the Client’s name and/or logo in a list of representative clients of Celent for general client marketing and employee recruiting purposes.

    Non-Exclusivity

    It is Celent’s practice to serve multiple clients within industries, including those with potentially opposing interests. Accordingly, the Client agrees Celent may have served, may currently be serving or may in the future serve other clients whose interests may be adverse to those of the Client.

    Limit of Liability

    (a) In no event shall either party be liable for any indirect, special, incidental, consequential or punitive damages or for any lost profits arising out of or relating to the services.(b) In no event shall Celent’s liability (whether based on any action or claim in contract, tort, or otherwise) to the Client or its affiliates arising out of or relating to any services exceed the lesser of (i) USD 50,000 and (ii) the fees payable to Celent for such Services.(c) This Section 5 shall apply to the fullest extent permitted by applicable law.

    Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution

    This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China. Each party submits to the exclusive jurisdiction of the courts located in the People’s Republic of China. The parties to this Agreement shall seek to resolve any dispute or claim arising out of or in relation to this Agreement by friendly consultation. Any party may notify the other party of its desire to enter into consultation to resolve a dispute or claim. If the parties are unable to resolve a dispute or claim arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, within a period of 45 calendar days from the date on which notice is given under this clause 6, any party may submit that dispute or claim to arbitration in Shanghai under the Rules of China International Economic & Trade Arbitration Commission ("CIETAC") in accordance with CIETAC's arbitration rules in effect at the time the matter is referred to arbitration. The arbitration panel shall consist of 3 arbitrators, with one arbitrator to be appointed by each party and the chairman of the arbitral tribunal to be nominated by the other two arbitrators of, failing agreement by them, by the Chairman or President of CIETAC. The chairman shall not be of United States of America or Chinese nationality. The parties agree that, to the extent permitted by CIETAC's arbitration rules, the parties and CIETAC may appoint an arbitrator who is not on CIETAC's official panel of arbitrators. The arbitration will be conducted in Shanghai in the English language. The arbitral award will be rendered in writing in the English and Chinese languages. Any arbitral award will be final and binding on the parties and may be enforced by the courts of any relevant country, including the PRC. The parties must carry out any arbitral award without delay and both parties agree to exclude any right of the application or appeal to any courts in connection with any question arising in the course of arbitration or with respect to any arbitral award. Despite the existence of a dispute which is the subject of either friendly consultation or arbitration, the parties: (a) may exercise their remaining respective rights; and (b) must perform their remaining respective obligations, under this Agreement, except in respect of those matters the subject of the dispute.

    Amendment, Waiver and Assignment

    This Agreement may not be amended, modified or waived except by a signed written agreement.

    Severability

    It is the intent of the parties that the provisions of these terms of use shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth herein or any word, phrase, clause or sentence herein is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified or deleted in such manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making these terms of use, as modified, enforceable, and the balance of these terms of use shall not be affected thereby, the balance being construed as severable and independent.

    Miscellaneous

    Neither party shall have any liability for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including, without limitation, pandemics, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, power failures, computer/network viruses that are not preventable through generally available retail products, catastrophic hardware failures or attacks on its server. This Agreement may be executed on separate counterparts, each of which shall constitute an original, but both of which when taken together shall constitute a single contract.