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License

Celonis Tools Software Agreement

Existing Celonis Customers

  1. SCOPE - This Tools Software Agreement (the “Agreement”) is between Celonis and the existing Celonis Customer (the “Customer” or “you”) that has downloaded or otherwise procured the Celonis Tools software (the “Tool Software”). This Tools Software Agreement applies only to the Tool Software and all other terms and conditions previously agreed to between Customer and Celonis for the license or subscription to the Celonis Process Mining Software (the “Software”) shall remain in full force and effect.

  2. LICENSE - Subject to all of the terms and conditions of this Agreement, Celonis grants you a limited, worldwide, non-transferable, non-sublicensable, non-exclusive license to use the Tool Software solely to be used in conjunction with your existing Celonis Software and only in accordance with the Documentation, if any. Customer acknowledges the Tool Software made available for download as an “add on” tool, feature, or functionality, and is not subject to the normal release schedule or the warranties of the Celonis Software licensed to Customer. Celonis may terminate this Agreement and Your license to the Tool Software anytime for any reason.

  3. NO WARRANTY AND NO LIABILITY - SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, THE TOOL SOFTWARE IS PROVIDED “AS IS” AND CELONIS MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE TOOL SOFTWARE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. EXCEPT FOR ITS WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, IN NO EVENT WILL CELONIS BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES WHATSOEVER.

  4. SUPPORT - Celonis does not provide support of any kind for the Tool Software, unless otherwise specified. In such event, any support provided by Celonis is subject to the disclaimers and exclusions in Section 3.

  5. MISCELLANEOUS 5.1 Governing Law - This Agreement shall be subject to the laws of England and Wales. 5.2 Feedback - You may provide or Celonis may solicit Your input regarding the Tool Software. All feedback is provided at Your sole discretion. 5.3 This Agreement is in the English language only.

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