Terms of use

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Terms of use
India

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 aggregate liability to the Client or its affiliates or any third party for any loss, damage, claim, penalty, liability, judgment, costs and expenses as incurred (including reasonable legal fees, professional time spent and costs) (whether based on any action or claim in contract, tort, or otherwise) in connection with actual or threatened actions, proceedings or investigations, whether or not Celent is a party 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 even if Celent was aware or ought to have been aware of the possibility of occurrence of such damages; (c) This Section 5 shall apply to the fullest extent permitted by applicable law.

    Choice of Law and Jurisdiction; Jury Waiver

    This Agreement shall be governed by and construed in accordance with the laws of the State of India. Subject to the provisions of Clause 9 below, the courts of New Delhi alone and no other courts shall have the jurisdiction to entertain and try matters relating to or arising from and out of the provisions of this Agreement.

    Dispute Resolution

    (a) If any dispute between the parties arises out of any matter governed by this Agreement, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative. In the event that such dispute has not been amicably settled within 30 (Thirty) days, then such a question or dispute shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 to be conducted by a sole arbitrator to be appointed jointly by the parties. In the event of the parties not being able to concur on the appointment of a sole arbitrator within 10 (Ten) days of the dispute then each party shall appoint one arbitrator and the two arbitrators shall appoint a third arbitrator who shall be the presiding arbitrator. The award of the arbitrator shall be final and binding on the parties. (b) The place of arbitration shall be New Delhi and the language to be used in the arbitral proceedings shall be English. (c) The arbitrator's fee shall be borne equally by the parties. All other costs and expenses of the arbitration shall be borne by the parties as the arbitrator may award.

    Amendment, Waiver and Assignment

    These terms of use may not be amended, modified or waived except by a signed written agreement. Neither party shall have the right to assign or transfer the Agreement or any rights hereunder to any third party without the prior written consent of the other party.

    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

    These terms of use contain the entire understanding of the parties with respect to the subject matter contained herein, superseding all prior agreements, understandings and negotiations with respect to such matters. These terms of use shall be binding upon and inure to the benefit of the parties’ respective successors. The obligations of the parties that by their nature continue beyond the termination of the Agreement shall survive any termination of the Agreement. Neither party shall have any liability for any failure or delay in performance of its obligations under the 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. There are no third party beneficiaries with respect to the Agreement.