Throughout this Agreement, We may use certain words or phrases, and it is important that You understand the meaning of them. The list is not all-encompassing, and no definition should be considered binding to the point that it renders this Agreement nonsensical:
"Agreement" means these General Terms;
"Celonis,” “We,” “Us” or “Our” refers to the Celonis company described in Section 13 (Contracting Entity, Governing Law and Jurisdiction), Our Site, Our Service or a combination of all or some of the preceding definitions, depending on the context of the word;
"Service" refers collectively and/or individually, as the case may be, to the SaaS services that We provide through Our Site, any other services We provide, as well as Our Site itself;
"Site" refers to Our website, trialcloud.celonis.com;
"User" refers to registered, unregistered, paid, and unpaid users of Our Service, and without limiting the generality of the foregoing, includes and general visitors to Our Site;
"You" or “Your” refers, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
2.1. The Celonis Trial Cloud is offered as a free trial Software-as-a-Service (“SaaS”) used to evaluate, try out, demonstrate, some of Celonis process mining capabilities.
2.2. We grant You a non-exclusive, non-transferable license to electronically access and use the Service in accordance with this Agreement.
3.1. In order to use Our Service, You must meet a number of conditions, including but not limited to:
3.1.1 You must not be in violation of any embargoes, export controls, or other laws of Germany, the United States or other countries having jurisdiction over this Agreement, Celonis, and yourself. For example, if the Office of Foreign Assets Control prohibits conducting financial transactions with nationals, residents, or banks of Your country, You must not use Our Service.
3.1.2 You must be the minimum age required to enter into a contract in the area in which You reside, and, in any event, must not be less than 18 years of age.
3.1.3 You must, if signing up on behalf of an organization (such as a partnership, corporation, limited liability company, etc.), be authorized by that organization and its affiliates to create their account, and You agree that You are binding them to this Agreement and undertaking to indemnify Celonis for any breaches caused by that organization (without limitation on Our right to obtain a remedy directly from the organization in conjunction with or as an alternative to Your indemnification).
4.1 In addition to meeting the above eligibility criteria for using Our Service, You must not:
4.1.1 use the service except in accordance with the applicable laws.
4.1.2 post or send anything violent, threatening, pornographic, racist, hateful, defaming or otherwise objectionable according to the opinion of Celonis or its delegates.
4.1.3 infringe on anyone's intellectual property rights, defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
4.1.4 hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the Celonis Site, Service, or its Users' computers.
4.1.5 use the Service to store or transmit malicious Code, or interfere with or disrupt the integrity or performance of the Service or third party data contained therein.
4.1.6 data mine, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of any part of the Service, or in any way ascertain, decipher any part of the Service or the underlying idea or algorithms of any part of the Service.
4.1.7 remove or alter any trademark, logo or other proprietary contained on the Site.
4.1.8 create derivative works, or use the Service in order to build a competitive service or copy any features, function or graphics of the Service.
4.2 You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
4.3 You may not do anything else which could bring Celonis into disrepute or violate the rights of Celonis or any other person.
4.4 Celonis reserves the right to review information posted by Users to ensure that it complies with this or any other section of this Agreement, and to amend it, edit it, deleted it, or otherwise control such information in order to bring it into compliance with this Agreement.
5.1 Our servers may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, force majeure, or any other cause. We may attempt to inform You if such downtime is planned, but We are under no obligation to do so. You agree that We are not liable for the unavailability of Our Service.
6.1 Our Copyright: You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site without receiving Our prior written permission. We reserve all rights, title, interest in and to the Service and the Site and all related IP rights. These rights are protected under international patent, copy right, trade mark or trade secret law as well as international treaties. You further agree that all right, title, source code, documents, drawing, data, documentation, drawing, data, designs, engineering changes, inventions, trade secrets, copyrights, mask work, all related know-how and all IP related to the foregoing, including any changes and modifications, improvements and derivative versions, all shall be vested in Celonis. The look and the feel of the Service and the Site including color combinations, logos. button shapes and other graphical elements also are the trademark and IP of Celonis.
6.2 Your Copyright: Celonis must be assured that it has the right to store the content that is collected and posted to its Site by its Users ("User Data"). Such content may include, but is not limited to, excel files, csv files, text, images, configurations, audio, usage data and other materials. Whenever submitting content to Our website, You agree that You are granting Us a nonexclusive universal, perpetual, irrevocable, sublicensable, commercial and noncommercial right to use the data for the purpose of providing You with Our Service. You shall be solely responsible for Your User Data and the consequences of submitting it. If You cancel Your access to Our Service, We may endeavor to delete the data (it is to Our advantage to preserve storage space), but We cannot provide any assurances how long such a process will take, or if it will be completely effective. You warrant to Us that You have the right to grant Us this right over the content, and that You will indemnify Us for any loss resulting from a breach of this warranty and defend Us against claims regarding the same.
6.3 You agree not to use Our trade dress, or copy the look and feel of Our website or its design, without Our prior written consent. You agree that this paragraph goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting Your own competing service, whether it competes directly or indirectly.
6.4 Third Party Data: All title and intellectual property rights in and to any data of any third party which may be linked to or viewed in connection with the Service is the property of the respective data owner and may be subject to terms and conditions of third parties that duly licensed such content to Us ("Third Party Agreements"). We claim no ownership rights and We take no responsibility over any kind of information, offer and recommendation displayed on the Site. You acknowledge that the terms of such Third Party Agreements shall be binding upon You with regard to any use You make under the Service, including any subsequent changes to the Third Party Agreements. The look and feel of the Service and the Site, including its color combinations, logos, button shapes, and other graphical elements, also are the trademarks and intellectual property of Celonis. Other trademarks used on the Site are the property of their respective owners. The license granted under this Agreement shall not constitute a sale of the content on the Site or any portion or copy thereof and You shall not acquire any rights therein, express or implied through this Agreement other than those expressly specified herein.
6.5 Revocation of Consent: We may revoke Our consent for Your use of Our intellectual property, or any other permission granted to You under this Agreement, at any time. You agree that if We so request, You must take immediate action to remove any usage of Our intellectual property that You may have engaged in, even if it would cause a loss to You.
8.1 ALL CONTENTS FOUND ON THE SITE ARE PROVIDED ON AN "AS IS" BASIS AND MAY CONTAIN DEFECTS OR ERRORS (SUCH AS BUGS OR GLITCHES).
8.2 WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.
8.3 YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.
8.4 WE ARE NOT RESPONSIBLE FOR ANY LOSSES INCURRED AS THE RESULT OF YOUR DECISION TO USE OUR SERVICE. YOU ARE RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF OUR SERVICE FOR YOUR PURPOSES. WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A PAYMENT PROCESSOR, INCLUDING YOUR CREDIT CARD COMPANY, TO DIRECT PAYMENTS TO THE CORRECT DESTINATION, OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS.
8.5 WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.
8.6 THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS "REPRESENTATIONS & WARRANTIES" SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
8.7 We do not give any warranties as to the usability of the Service, the Site or any of its content. We will not be liable for any loss suffered by any party as a result of their use of the Service, the Site its software or any or all of its content.
9.1 You agree to indemnify and hold Celonis and Our employees, agents, directors, harmless for any claims by You or any third party which may arise from or relate to this Agreement or the provision of Our Service to You, including any damages caused by Your use of Our Site or acceptance of the offers contained on it. You also agree that You have a duty to defend Us against such claims and We may require You to pay for an attorney(s) of Our choice in such cases. You agree that this indemnity extends to requiring You to pay for Our reasonable attorneys' fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, We may elect to settle with the party/parties making the claim, and You shall be liable for the damages as though We had proceeded with a trial. In no event shall We have any liability for any lost profits or revenues or for any indirect, special, incidental, consequential cover or punitive damages however caused.
10.1 We may terminate Your account or access as well as access to Our Site and Service at Our discretion without explanation, though We will strive to provide a timely explanation in most cases. Our liability for refunding You, if You have paid anything to Us, will be limited to the amount You paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to Your breach of this Agreement, in which case You agree that We are not required to provide any refund or other compensation whatsoever. Under no circumstances, including termination or cancellation of Our Service to You, will We be liable for any losses related to actions of other users.
11.1 We may amend this Agreement from time to time. When We amend this Agreement, We will change this page. You must read this page each time You access Our Service and, if it has changed, You agree to any amendments through Your continued use of Our Service.
12.1 Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such dispute or lawsuit, depend on where You are domiciled.
12.2 If You are domiciled in the United States or Canada You are contracting with Celonis, Inc., a Delaware corporation. The Agreement shall be governed under the laws of the State of New York and the controlling United States federal law. The courts having exclusive jurisdiction are New York, New York, U.S.A.
12.3 If You are domiciled in the Belgium, Luxembourg, or the Netherlands You are contracting with Celonis BV, a limited liability incorporated in the Netherlands. This Agreement shall be govern by the laws of the Netherlands. The courts having exclusive jurisdiction are in Amsterdam, Netherlands.
12.4 If You are domiciled anywhere else in the world You are contracting with Celonis SE, Munich, Germany. The Agreement shall be governed under the laws of England and Wales. The courts having exclusive jurisdiction are located in London, England.