Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts located in Victoria, Australia. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Brazil. The Courts of São Paulo, State of São Paulo shall have jurisdiction to decide upon any dispute or conflict arising from the interpretation or performance of this Agreement. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in such Province. Each party submits to the exclusive jurisdiction of the courts located in the Province of Ontario. Each party, on behalf of itself and its affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement or the Services. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. Each party, on behalf of itself and its affiliates, also agrees not to include any employee, officer or director of the other party or its affiliates as a party in any such action or proceeding. Notwithstanding any contrary provision herein, Celent accepts the covenants contained in this Section 5 in favour of its affiliates, its employees, officers or directors and those of its affiliates that are not parties to this agreement as agent and trustee of such affiliates, employees, officers and directors and may enforce such covenants in their favour on their behalf. The Client accepts the covenants contained in this Section 5 in favour of its affiliates, its employees, officers or directors and those of its affiliates that are not parties to this agreement as agent and trustee for such affiliates, employees, officers and directors and may enforce such covenants in their favour on their behalf. 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.
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 except as set forth in Sections 5 and 6 hereof.
English Language
Les parties ont expressément convenu que ce contrat et tout avis, consentement, autorisation, communication et approbation relatifs à ce contrat soient rédigés dans la langue anglaise seulement. The parties have expressly agreed that this Agreement and any notices, consents, authorizations, communications and approvals related to this Agreement be drawn up in the English language only.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
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.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Choice of Law and Jurisdiction; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Colombia. Each party submits to the exclusive jurisdiction of the courts located in the Republic of Colombia. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 6 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Dubai, United Arab Emirates. If any dispute arises arises out of the formation, performance, interpretation, nullification, termination or invalidation of this Agreement or arises therefrom or related thereto in any manner whatsoever, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative. Any such dispute that has not been so resolved within fifteen (15) days after written notice from one party to another that such dispute exists may be referred by either party for arbitration in accordance with the provisions set forth under the Dubai International Arbitration Centre Arbitration Rules (the “Rules”). The number of arbitrators shall be one (1), appointed in accordance with the Rules. The place of arbitration shall be Dubai and the venue shall be the Dubai International Arbitration Centre. The language of arbitration shall be English.
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
This Agreement contains 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. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors. The obligations of the parties under this Agreement that by their nature continue beyond the termination of this Agreement shall survive any termination of this Agreement. 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. There are no third party beneficiaries with respect to this Agreement. 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. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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) The limit of liability set out above shall not apply in case of:(i) death or bodily injury caused by Celent; or (ii) wilful misconduct or gross negligence of Celent.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of France. In the event that an amicable settlement could not be reached, any dispute arising out of this Agreement shall be submitted to the exclusive jurisdiction of the Tribunal de Commerce of Paris (France). 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.
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
This Agreement contains 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. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors. The obligations of the parties under this Agreement that by their nature continue beyond the termination of this Agreement shall survive any termination of this Agreement. 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. There are no third party beneficiaries with respect to this Agreement. 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. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 case of intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit) Celent shall be liable pursuant to statutory provisions without any limitation. This shall not apply in cases of gross negligence by Celent’s ordinary agents and ordinary representatives (einfache Erfüllungsgehilfen). In these cases Celent’s liability shall be limited to typical, foreseeable damages. B. In cases of ordinary negligence (einfache Fahrlässigkeit) Celent will only be liable in case of a breach of material contractual obligations, i.e. especially such obligations, the performance of which is a prerequisite for the achievement of the purpose pursued by the Client in execution of the Agreement and upon the performance of which the Client reasonably relied. In this case the liability will be limited to typical, foreseeable damages. In all other cases of ordinary negligence Celent’s liability is excluded. C. In all cases where Celent shall be liable for ordinary negligence (einfache Fahrlässigkeit) the total liability of Celent shall not exceed the individually agreed aggregate maximum amount of USD [insert agreed upon amount]. This maximum amount also includes according to this individual agreement of the parties all cases where Celent shall be liable for gross negligence by Celent’s ordinary agents and ordinary representatives (einfache Erfüllungsgehilfen). D. Celent shall be liable pursuant to the statutory provisions without any limitation in any cases involving damages to life, body or health. In these cases the abovementioned limitations shall not apply.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Germany. Each party submits to the exclusive jurisdiction of the courts located in Frankfurt. 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.
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
This Agreement contains 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. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors. The obligations of the parties under this Agreement that by their nature continue beyond the termination of this Agreement shall survive any termination of this Agreement. 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. There are no third party beneficiaries with respect to this Agreement. 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. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Each party submits to the non-exclusive jurisdiction of the courts located in Hong Kong. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 6 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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
Save in the event of willful misconduct and gross negligence, in no event shall Celent be liable for any non monetary or indirect damages or for any lost profits arising out of or relating to the Services. Without prejudice to the limitations set forth in Article 1229 of the Italian Civil Code, in no event shall Celent’s liability (whether based on any action or claim in contract, tort, or otherwise) to Celent or its affiliates arising out of or relating to any Services exceed the lesser of (a) USD 50,000 and (b) the fees payable to Celent for such Services.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 6 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Italy. If the parties are unable to reach an amicable solution, the dispute shall be submitted to the exclusive jurisdiction of the Court of Milan – Italy. 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.
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.
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.
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 4 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 Japan. Each party submits to the exclusive jurisdiction of the courts located in Japan. 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.
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.
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.
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 4 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 Republic of Korea. Each party submits to the exclusive jurisdiction of the courts located in the Republic of Korea. 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.
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.
Arbitration
Celent and the Client agree that any controversy or claim arising between Celent and the Client related to this Agreement shall be submitted to binding and final arbitration and that such arbitration shall be conducted in Seoul, Korea by a mutually acceptable arbitrator. The arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce. Prior to submitting to arbitration, the parties hereby agree to attempt, for a period of ten days, to settle any dispute by discussion.
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.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Choice of Law and Jurisdiction; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Mexico. Each party submits to the exclusive jurisdiction of the courts located in the Federal District of Mexico. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Each party submits to the exclusive jurisdiction of the courts located in the Netherlands. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Singapore. Each party submits to the exclusive jurisdiction of the courts located in Singapore. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Spain. Each party submits to the exclusive jurisdiction of the courts located in the city of Madrid. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the internal laws of Switzerland (excluding Swiss Private International Law and international treaties). Each party submits to the exclusive jurisdiction of the competent court in Zurich, Switzerland. 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.
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
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be legally effective, binding and valid under the applicable law, but if any provision of this Agreement shall be unenforceable or invalid thereunder, such provision shall be ineffective only to the extent of such unenforceability or invalidity and be replaced by such valid and enforceable provision which bona fide parties would consider to match as closely as possible the invalid or unenforceable provision, attaining the same or a similar economic effect. The remaining provisions of this Agreement shall under all circumstances continue to be binding and in full force and effect.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Sweden. Each party submits to the exclusive jurisdiction of the courts located in Sweden. 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.
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.
Terms of Use entered into by Client as set forth in the Research & Advisory Services Agreement (“Agreement”). Updated September 2022.
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 this 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 this Agreement.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts located in England and Wales. 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.
Amendment, Waiver and Assignment
This Agreement may not be amended, modified or waived except by a signed written agreement. Neither party shall have the right to assign or transfer this 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 this Agreement shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth in this Agreement 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 this Agreement, as modified, enforceable, and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent.
Miscellaneous
This Agreement contains 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. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors. The obligations of the parties under this Agreement that by their nature continue beyond the termination of this Agreement shall survive any termination of this Agreement. 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. There are no third party beneficiaries with respect to this Agreement. 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. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Terms of Use entered into by Client as set forth in the Research & Advisor Services Agreement (“Agreement”). Updated September 2022.
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.
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 4 shall apply to the fullest extent permitted by applicable law.
Confidentiality
Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including, without limitation, any written reports or other data (collectively, "Confidential Information"), without the prior written consent of the other party. Neither party may disclose Confidential Information outside of its organization, and Confidential Information may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. This Section 5 shall not apply to any information that: (a) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement, (b) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof, (c) was already known to the recipient at the time it received such information from the other party as shown by the recipient's prior written records, or (d) is independently developed by the recipient without use of, or reference to, Confidential Information. If either Celent or the Client is requested or required by any regulator or any legal or investigative process, or any rules of any stock exchange to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.
Choice of Law and Jurisdiction; Jury Waiver; Dispute Resolution
The Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each party submits to the exclusive jurisdiction of the courts located in the State of New York. Each party, on behalf of itself and its affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to the Agreement or the services. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. Each party, on behalf of itself and its affiliates, also agrees not to include any employee, officer or director of the other party or its affiliates as a party in any such action or proceeding. If any dispute between the parties arises out of any matter governed by the Agreement, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative.
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.
