Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may access to and use of the Services solely for Your internal purposes in accordance with the limitations specified on the Platform and not for the benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes. 4.2 You shall: (i) be responsible for Your compliance with this Agreement; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; (iv) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (v) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; and (vi) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data you input into the Service or otherwise provide Us. 4.3 In connection with this Agreement, You shall not: (i) use the Services for the benefit of anyone other than Yourself, unless expressly stated otherwise in the Platform or the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-party Proprietary Rights;
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services solely for Your internal business purposes in accordance with the limitations specified on specified in the Platform Metrics Definition and not for the benefit benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes.
4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement, the Documentation and any use limitations specified in the applicable Order or online purchasing portal; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; (iv) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (v) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; and (vi) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data you input into the Service or otherwise provide Us; (vii) cooperate with Us on any matters relating to the Professional Services as set out in the Order and provide Us with prompt feedback to Our requests; and (viii) in the event Professional Services are provided on Your premises, provide Us with safe and adequate space, power, network connections, materials, CPU time, access to hardware, software and other equipment and information, and assistance from qualified personnel as We may reasonably request from time to time.
4.3 In connection with this Agreement, You shall not: (i) use the Services for the benefit benefit of anyone other than YourselfYourself or Your Affiliates, unless expressly stated otherwise in the Platform an Order or the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-party Proprietary Rights;; (iii) upload, input, access, store, distribute or transmit any Malware; (iv) except as specified in the Documentation, modify, copy, translate or create derivative works based on a Service or any part, feature, function or user interface thereof; or (v) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services to build a competitive product or service or one with similar ideas, features, functions or graphics or to determine whether the Services are within the scope of any patent.
4.4 Any use of the Services in breach of this Section 4 may result in: (i) termination for breach in accordance with Section 13, or (ii) the immediate suspension of the Services if, in Our sole and absolute discretion, such use threatens the security, integrity or availability of the Services. We shall promptly notify You of any such suspension. Where reasonable to do so, We shall (a) provide such notification in advance and (b) work with You in good faith to cure the breach prior to suspending Your access.
4.5 We may, in our discretion, make Cloud Service-related scripts, schema and/or code that can be used to create process analysis applications for the Cloud Service platform (collectively, the “Celonis Schema”) available to You. In such event, You are granted for the relevant Subscription Term a limited, non-exclusive, revocable license to use and modify the Celonis Schema for purposes of implementing Your permitted use of the Cloud Service. As between You and Celonis, You will be owner of all right, title and interest in and to any modifications You make to the Celonis Schema, subject always to Our underlying ownership interest in and to all of the Celonis Schema and Services from which Your modifications derive.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services solely for Your internal business purposes in accordance with the limitations specified on specified in the Platform Metrics Definition and not for the benefit benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes.
4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement, the Documentation and any use limitations specified in the applicable Order or online purchasing portal; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; (iviii) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (viv) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; and (viv) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data Personal Data you input into the Service or otherwise provide Us; (vi) cooperate with Us on any matters relating to the Professional Services as set out in the Order and provide Us with prompt feedback to Our requests; and (vii) in the event Professional Services are provided on Your premises, provide Us with safe and adequate space, power, network connections, materials, CPU time, access to hardware, software and other equipment and information, and assistance from qualified personnel as We may reasonably request from time to time.
4.3 In connection with this Agreement, You shall not: (i) use the Services for the benefit benefit of anyone other than YourselfYourself or Your Affiliates, unless expressly stated otherwise in the Platform an Order or the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-party Proprietary Rights;; (iii) upload, input, access, store, distribute or transmit any Malware; (iv) except as specified in the Documentation, modify, copy, translate or create derivative works based on a Service or any part, feature, function or user interface thereof; or (v) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services to build a competitive product or service or one with similar ideas, features, functions or graphics or to determine whether the Services are within the scope of any patent.
4.4 Any use of the Services in breach of this Section 4 may result in: (i) termination for breach in accordance with Section 13, or (ii) the immediate temporary suspension of the Services if We have a reasonable, articulable suspicion that such use threatens the security, integrity or availability of the Services. We shall promptly notify You of any such suspension and provide the justification therefor. Where reasonable to do so, We shall (a) provide such notification in advance and (b) work with You in good faith to cure the breach prior to suspending Your access. Any suspension will be limited to the scope and duration reasonably required to eliminate the threat identified.
4.5 We may, in our discretion, make Cloud Service-related scripts, schema and/or code that can be used to create process analysis applications for the Cloud Service platform (collectively, the “Celonis Schema”) available to You. In such event, You are granted for the relevant Subscription Term a limited, non-exclusive, revocable license to use and modify the Celonis Schema for purposes of implementing Your permitted use of the Cloud Service. As between You and Xxxxxxx, You will be owner of all right, title and interest in and to any modifications You make to the Celonis Schema, subject always to Our underlying ownership interest in and to all of the Celonis Schema and Services from which Your modifications derive.
Appears in 1 contract
Samples: Master Services Agreement
Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services Celonis Materials solely for Your internal business purposes in accordance with the limitations specified on specified in the Platform applicable Order and Metrics Definition and not for the benefit benefit of any third parties, except where expressly permitted by Us in writing. Your third-party suppliers or contractors may access and use the Services Celonis Materials for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes.
4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement; (ii) comply with all applicable laws in connection with Your performance under this Agreementmaintain appropriate administrative, physical, organizational and technical safeguards designed to ensure the security, confidentiality and integrity of the Services, including without limitation privacybut not limited to requiring multi-factor authentication for User access to the Services, export controlmonitoring and controlling administrator and subcontractor access to the Services (including removing such access where appropriate), and sanction lawsimplementing other measures designed to protect against unauthorized access to the Services; (iii) use commercially reasonable efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event you become aware of any such unauthorized access or use; (iv) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (v) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; and (viv) obtain reasonably cooperate with Us on any legally-necessary matters relating to the Professional Services as set out in the Order.
4.3 As between the parties, You are solely liable for the content, accuracy, quality, and legality of all Customer Materials and solely responsible for obtaining any required consents and/or provide from (and providing required privacy notices to to) any party whose personal data you Personal Data You input into the Service Services or otherwise provide to Us. The liability caps specified in Section 12 below do not apply to third-party claim(s) related to Your obligations set forth in this Section 4.3.
4.3 In connection with this Agreement, 4.4 You shall not: (i) use the Services for the benefit benefit of anyone other than YourselfYourself or Your Affiliates, unless expressly stated otherwise in the Platform an Order or the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-Proprietary Rights in connection with the Services; (iii) knowingly input, store or transmit any Malware in connection with the Services; (iv) except as specified in the Documentation, modify, copy, translate or create derivative works based on the Celonis Materials or any part, feature, function or user interface thereof; or (v) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Celonis Materials to build a competitive product or service or one with similar ideas, features, functions or graphics or to determine whether the Celonis Materials are within the scope of any patent.
4.5 The Celonis Materials may contain technical features that allow Us to verify Your compliance with the limitations in this Agreement and/or an Order. Upon Our reasonable request, You shall certify in writing that Your use of the Celonis Materials is in full Celonis MSA (version August 2024) Page 1 of 8 CONFIDENTIAL compliance with such limitations. You will keep complete and accurate records related to Your use of the Celonis Materials, and will make such records available to Us or Our designated third party Proprietary Rights;auditor upon request and free of charge.
4.6 Any use of the Celonis Materials in breach of this Section 4 may result in: (i) termination for breach in accordance with Section 13, or (ii) the immediate suspension of the Services if We reasonably believe that such use threatens the security, integrity or availability of the Services. We will promptly notify You of any such suspension and provide justification therefor. Where reasonable to do so, We shall provide such notification in advance and work with You in good faith to cure the breach prior to suspending Your access. Any suspension will be limited to the scope and duration reasonably required to eliminate the threat identified.
Appears in 1 contract
Samples: Master Services Agreement
Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services solely for Your internal business purposes in accordance with the limitations specified on specified in the Platform Metrics Definition and not for the benefit benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes.
4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement, the Documentation and any use limitations specified in the applicable Order or online purchasing portal; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; (iviii) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (viv) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; and (viv) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data Personal Data you input into the Service or otherwise provide Us; (vi) cooperate with Us on any matters relating to the Professional Services as set out in the Order and provide Us with prompt feedback to Our requests; and (vii) in the event Professional Services are provided on Your premises, provide Us with safe and adequate space, power, network connections, materials, CPU time, access to hardware, software and other equipment and information, and assistance from qualified personnel as We may reasonably request from time to time.
4.3 In connection with this Agreement, You shall not: (i) use the Services for the benefit benefit of anyone other than YourselfYourself or Your Affiliates, unless expressly stated otherwise in the Platform an Order or the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-party Proprietary Rights;; (iii) upload, input, access, store, distribute or transmit any Malware; (iv) except as specified in the Documentation, modify, copy, translate or create derivative works based on a Service or any part, feature, function or user interface thereof; or (v) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services to build a competitive product or service or one with similar ideas, features, functions or graphics or to determine whether the Services are within the scope of any patent.
4.4 Any use of the Services in breach of this Section 4 may result in: (i) termination for breach in accordance with Section 13, or (ii) the immediate suspension of the Services if We have a reasonable, articulable suspicion that such use threatens the security, integrity or availability of the Services. We shall promptly notify You of any such suspension and provide the justification therefor. Where reasonable to do so, We shall (a) provide such notification in advance and (b) work with You in good faith to cure the breach prior to suspending Your access. Any suspension will be limited to the scope and duration reasonably required to eliminate the threat identified.
4.5 We may, in our discretion, make Cloud Service-related scripts, schema and/or code that can be used to create process analysis applications for the Cloud Service platform (collectively, the “Celonis Schema”) available to You. In such event, You are granted for the relevant Subscription Term a limited, non-exclusive, revocable license to use and modify the Celonis Schema for purposes of implementing Your permitted use of the Cloud Service. As between You and Celonis, You will be owner of all right, title and interest in and to any modifications You make to the Celonis Schema, subject always to Our underlying ownership interest in and to all of the Celonis Schema and Services from which Your modifications derive.
Appears in 1 contract
Samples: Master Services Agreement
Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services Celonis Materials solely for Your internal business purposes in accordance with the limitations specified on specified in the Platform applicable Order and Metrics Definition and not for the benefit benefit of any third parties. To the extent We make any application program interfaces (API) for the Cloud Services available to You, Your access and use of any such APIs is subject to the Celonis API Fair Use Policy located at xxxxx://xxx.xxxxxxx.xxx/terms-and-conditions/. Your third-party suppliers or contractors may access and use the Services Celonis Materials for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes.
4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement, the Documentation and any use limitations specified in the applicable Order; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts efforts to prevent any unauthorized access to or use of the Services Celonis Materials and promptly notify Us in the event of any such unauthorized access or use; (iviii) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (viv) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; and (viv) obtain any legally-necessary consents and/or from and provide required privacy notices to any party whose personal data Personal Data you input into the Service or otherwise provide Us; and (vi) reasonably cooperate with Us on any matters relating to the Professional Services as set out in the Order.
4.3 In connection with this Agreement, You shall not: (i) use the Services for the benefit benefit of anyone other than YourselfYourself or Your Affiliates, unless expressly stated otherwise in the Platform an Order or the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-Proprietary Rights in connection with the Services; (iii) knowingly input, store or transmit any Malware in connection with the Services; (iv) except as specified in the Documentation, modify, copy, translate or create derivative works based on the Celonis Materials or any part, feature, function or user interface thereof; or (v) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Celonis Materials to build a competitive product Celonis MSA (version June 2023) Page 1 of 10 CONFIDENTIAL or service or one with similar ideas, features, functions or graphics or to determine whether the Celonis Materials are within the scope of any patent.
4.4 The Celonis Materials may contain technical features that allow Us to verify Your compliance with the limitations in this Agreement and/or an Order. Upon Our reasonable request, You shall certify in writing that Your use of the Celonis Materials is in full compliance with such limitations. You will keep complete and accurate records related to Your use of the Celonis Materials, and will make such records available to Us or Our designated third party Proprietary Rights;auditor upon request and free of charge. Any use of the Celonis Materials in breach of this Section 4 may result in: (i) termination for breach in accordance with Section 13, or (ii) the immediate suspension of the Services if We reasonably believe that such use threatens the security, integrity or availability of the Services. We will promptly notify You of any such suspension and provide justification therefor. Where reasonable to do so, We shall (a) provide such notification in advance and (b) work with You in good faith to cure the breach prior to suspending Your access. Any suspension will be limited to the scope and duration reasonably required to eliminate the threat identified.
Appears in 1 contract
Samples: Master Services Agreement
