利用規約

Terms of use
Germany

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 useGermany