Celonis Partner Portal
Terms of Use

 

The following Terms of Use (the "Terms") govern your registration, right to use and access to the Celonis Partner Portal (the "Partner Portal") which is offered by Celonis SE, Theresienstrasse 6, 80333 Munich, Germany ("Celonis" or "we").

By submitting your registration request and clicking the "I accept" button you (both as an individual and as an authorized representative on behalf of the legal entity you are employed by) agree that you have read these terms, understand them and agree to be legally bound by them.

These Terms govern your access to and use of the Partner Portal and any information, content, text, graphics, photos or other materials uploaded, downloaded, purchased, or appearing on or through the Portal (collectively referred to as "Content"). These Terms apply to all visitors, users, and others who access and use the Partner Portal (the "Users").

Notwithstanding the foregoing, nothing in these Terms supersedes or limits your rights under applicable laws or regulations to the extent these Terms are prohibited by such laws or regulations. In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you have entered into with Celonis governing the use of the Partner Portal, the terms and conditions of the written agreement shall control.

We may revise these Terms from time-to-time, the most current version will always be at the referenced link. If the revision, in our sole discretion, is material we will notify you through the Partner Portal or through the email associated with your profile. By continuing to access or use the Partner Portal after those revisions become effective, you agree to be bound by the revised Terms.

1. Basic terms and accounts

You are responsible for your use of the Partner Portal. Your account with Celonis (and use of the Partner Portal) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you are accepting these Terms and using the Partner Portal on behalf of a company, organization, government, or other legal entity, then (a) the term "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. You may use the Partner Portal only in compliance with these Terms, any agreement entered into by your institution relating to the Partner Portal, and all applicable laws.

In cases where you have authorized or registered another individual to use your Partner Portal account(s), you are fully responsible for (i) the online conduct of such individual; (ii) controlling the individual's access to and use of the Partner Portal; and (iii) the consequences of any misuse by such individual.

2. Privacy and use of personal information

Any information that you provide to Celonis through the Partner Portal, including first name, last name, email address, telephone number(s) and any other information that includes individually identifiable information ("Personal Data"), will be collected, maintained and used in accordance with these Terms and our Privacy Policy located at https://www.celonis.com/privacy-policy/ (the "Privacy Policy"). We are permitted to collect, host, store, process and otherwise use (as set forth in these Terms and the Privacy Policy) Personal Data for the purposes of operating the Partner Portal. This may include the transfer of Personal Data to the United States and/or other countries, in particular as we are using a third party provider (Impartner, Inc., with offices at 10619 South Jordan Gateway, Suite 130, South Jordan, UT 84095) for the purposes of hosting the Partner Portal.

By providing us with Personal Data, you expressly agree that we may collect, use, store and otherwise process your Personal Data for the purpose of providing you with access to the Partner Portal and related activities and communications in which you agree to participate.

You are responsible for and agree to provide Celonis with complete, true, and current information, including Personal Data, and to keep your Personal Data accurate and up to date. You can always correct or update your Personal Data. Furthermore, you may request information about your Personal Data stored with Celonis, or the correction (in case the Partner Portal is not allowing you to correct or update your information), or deletion of your Personal Data by contacting cfo@celonis.com. Please note that if you request the deletion of your account or Personal Data, you might not be able to further access and use the Partner Portal and your contents.

If you have any questions regarding the privacy and use of Personal Data, please contact us as indicated in the Privacy Policy.

3. Celonis' rights

The Partner Portal is always evolving and the form, nature, and/or functionality of the Partner Portal may change from time to time without prior notice to you. In addition, Celonis may stop (permanently or temporarily) providing the Partner Portal (or any features within the Partner Portal) to you or to Users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time with or without prior notice to you.

All right, title, and interest in and to the Partner Portal (excluding Content provided by Users or other third parties) are and will remain the exclusive property of Celonis and its licensors. Nothing in these Terms gives you a right to use the Celonis name or any of the Celonis trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Celonis or the Partner Portal is entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

4. Passwords

You may never use another User's account without permission. You are responsible for safeguarding any password that you use to access the Partner Portal and for any activities or actions under your password. You agree to (a) notify Celonis of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session.

5. Termination

We may suspend or terminate your account or cease providing you with all or part of the Partner Portal at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Partner Portal is no longer commercially viable. In such a termination event, the license granted hereunder shall automatically terminate. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Partner Portal.

Nothing in this Section shall affect Celonis' rights to change, limit, or stop the provision of the Partner Portal with or without prior notice.

6. Confidentiality

Except for those parts of the Partner Portal which are clearly identified as non-public forums (each a "Non-Public Forum"), all parts of the Partner Portal are intended to be public forums, and you agree not to provide Celonis or other Users with any confidential or proprietary information that you or the owner of the information do not intend to become public information. Except for User Content clearly labelled as confidential that you upload into a Non-Public Forum, any User Content that you send or upload to the Partner Portal will be deemed NOT to be confidential or proprietary, and you expressly agree that you waive any trade secret or other confidentiality rights with respect to such User Content.

You agree not to reproduce any Confidential Information to which you are provided access through the Partner Portal in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of Celonis or the third party that has prepared such information and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of Celonis or the third party that has prepared such information. You do not acquire any rights in Confidential Information except the limited rights as described herein. In no event shall you use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Celonis Software or Partner Portal, or compete with Celonis Software or the Partner Portal in whole or in part. As used herein, "Confidential Information" shall mean all trade secrets, intellectual property rights, and other information Celonis or third parties protect against unrestricted disclosure to others which is (i) either labelled "confidential" and accessed through a restricted or non-public area of the Partner Portal or pursuant to software downloads, or (ii) reasonably identifiable as confidential based on the type of information and the manner of its disclosure. As used herein "reasonable steps" means those steps you and/or your company take to protect your own Confidential Information, which shall not be less than the industry standard of care.

ALL USER CONTENT POSTED BY YOU TO THE PARTNER PORTAL, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK, AND CELONIS TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF THE PARTNER PORTAL.

Your confidentiality obligations hereunder shall survive termination of your account. Upon any termination of your account, or our written request, you must cease use of Confidential Information, and/or the Partner Portal, and return or destroy all Confidential Information in your possession or control.

7. Indemnity

The following applies if you access the Partner Portal from outside the EU:

You agree to indemnify and hold Celonis, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney's fees, made by any third party against any of the aforesaid entities or persons due to or arising out of your User Content or your usage of the Partner Portal, your breach of these Terms, or your alleged violation of any other rights of a third party.

The following applies if you access the Partner Portal from within the EU:

You agree to indemnify and hold Celonis, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney's fees, made by any third party against any of the aforesaid entities or persons due to or arising out of your culpable breach of these Terms.

8. Disclaimer and exclusion of warranties

The Partner Portal and its Content are being provided to you "as is". To the fullest extent allowable by law, Celonis does not guarantee or warrant any features or qualities of the Partner Portal and its Content, or give any undertaking with regard to any other quality. Statements and explanations on the Partner Portal and in its Content, in promotional material or on the Celonis website and/or documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published Celonis description of or advertisement except to the extent Celonis has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of Celonis' management.

9. Limitation of Liability

The following applies if you access the Partner Portal from outside the EU:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELONIS, ITS AFFILITES, SUBSIDIARIES, OFFICERS, AGENTS, PARTNERS, EMPLOYEES AND LICENSORS (THE "CELONIS ENTITIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PARTNER PORTAL; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON,THROUGH, OR ASSOCIATED WITH THE PARTNER PORTAL, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PARTNER PORTAL; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CELONIS ENTITIES EXCEED ONE THOUSAND U.S. DOLLARS (U.S. $1000.00).

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

The following applies if you access the Partner Portal from within the EU:

UNDER ANY THEORY OF LIABILITY, CELONIS, ITS AFFILIATES AND SUBSIDIARIES SHALL ONLY BE LIABLE IN THE FOLLOWING CASES: (I) ANY MANDATORY LIABILITY UNDER APPLICABLE PRODUCT LIABILITY LAWS; (II) GROSS NEGLIGENCE AND WILFUL MISCONDUCT; (III) PERSONAL INJURY OR DEATH RESULTING FROM CELONIS' OR ITS AFFILIATES' OR SUBSIDIARIES NEGLIGENCE OR WILFUL MISCONDUCT; OR (IV) SLIGHTLY NEGLIGENT BREACH OF A SIGNIFICANT CONTRACTUAL OBLIGATION (AN OBLIGATION WHOSE COMPLETION ALLOWS FOR A PROPER PERFORMANCE OF THESE TERMS AND IN WHOSE COMPLIANCE WITH YOU CAN GENERALLY TRUST). IN THIS CASE, CELONIS' OR ITS AFFILIATES' OR SUBSIDIARIES' LIABILITY SHALL BE LIMITED TO SUCH DAMAGES WHICH ARE TYPICAL FOR THIS TYPE OF AGREEMENT AND PREDICTABLE AT THE POINT IN TIME OF THESE TO ENTERING INTO FORCE.

IN ALL OTHER CASES, NEITHER CELONIS NOR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS OR SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGES OR CLAIMS HEREUNDER.

10. HIPAA Disclaimer

Celonis does not warrant or provide any assurances that your use of the Partner Portal will comply with the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). If you are a health care provider, health plan, insurer, health care information clearinghouse or other entity that may be considered a covered entity under HIPAA or a business associate of a covered entity under HIPAA, you shall take all steps necessary to comply with HIPAA and shall be responsible for any applicable compliance with HIPAA. You agree that you will not provide Celonis with any protected health information (as that term is defined under HIPAA) and that Celonis is therefore not deemed to be your business associate for purposes of compliance with HIPAA.

11. Links

The Partner Portal may contain links to third-party websites or resources. You acknowledge and agree that the Celonis Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Celonis Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

12. Applicable law

The following applies if you access the Partner Portal from outside the EU:

New York law will govern these Terms without giving effect to any principles of conflicts of laws. All claims, legal proceedings, or litigation arising in connection with the Partner Portal will be brought solely in the federal or state courts located in New York City, New York, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You also agree to comply with all applicable export control laws as set forth under the Export Control Section below which are applicable to the transmission of data on the internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

The following applies if you access the Partner Portal from within the EU:

The laws of Germany will govern these Terms without giving effect to any principles of conflicts of laws. To the extent possible under applicable law, venue for all disputes in connection with these shall be Munich, Germany.

13. Waiver and Severability

The failure of Celonis to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

14. Entire Agreement

These Terms and our Privacy Policy as well as the Celonis relevant partnership agreement, if any, and all other terms and conditions relating to our websites are the entire and exclusive agreement between Celonis and you regarding the Partner Portal, and these Terms supersede and replace any prior agreements between Celonis and you regarding the Partner Portal. Other than members of the group of companies of which Celonis SE is the parent, no other person or company will be third party beneficiaries to the Terms.

15. Export Control

The Partner Portal may not be accessed or used by any national or certain countries or groups against which the United States and/or European Union have instituted sanctions (including Iran, Cuba, North Korea, Syria and Sudan), Specially Designated Nationals, and other proscribed persons who are listed on the Denied Parties list. Further restrictions apply to any end user who will utilize Content provided on the Partner Portal in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or any end user who has been prohibited from participating in the US and/or EU export transactions by any agency of the US government or European Union.

Due to technical uncertainties preventing verification of the identity and ultimate point of access by any person attempting to access or use our Partner Portal, Your access of the Partner Portal constitutes your express representation that (1) the person attempting access thereunder is not a national of any such sanctioned country or group or a Specially Designated National, and (2) is not included on such Denied Parties list, 3) has not been prohibited from participating in US and/or EU export transactions; 4) such use is not restricted, and (5) that, as an Authorized User, you have not disclosed or provided such password and user ID to any such person for use under your registration. Users shall be fully liable and subject to prosecution to the full extent of the law for any violations of this paragraph.

The following applies if you access the Partner Portal from outside the United States and EU:

You are doing so at your own risk, and you remain fully responsible and liable for familiarity and compliance with these Terms as well as with the laws, regulations, directives, codes, and rules of the United States, European Union, and the country within which you reside, including applicable import and export compliance laws and regulations, as well those of the jurisdiction from which you are accessing the Partner Portal, and any other applicable jurisdiction which may be involved in the access, transmission, routing, receipt, disclosure, storage or use of information on the Partner Portal.

The following applies if you access the Partner Portal from within the United States:

You agree that your use of the Partner Portal or any Content will be in compliance with US export control laws and executive orders. The information provided on and through the Partner Portal may be deemed in some cases to be controlled technology and subject to the export control restrictions of the United States and other jurisdictions.

IT IS YOUR OBLIGATION TO VERIFY AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES AND OF THE COUNTRY FROM WHICH YOU ARE ACCESSING THE PARTNER PORTAL.

16. Contact

If you have any questions about these Terms, please email: info@celonis.com.