Terms Of Use
Version 18
TRIAL TERMS OF USE FOR SAP BUSINESS TECHNOLOGY PLATFORM ("SAP BTP")
Please scroll down and read the following SAP BTP Trial Terms of Use ("Agreement") carefully. By clicking "I Accept", "I Agree" (or clicking a similar expression of acceptance) or by attempting to access or use the SAP BTP and associated services made available by SAP with the SAP BTP (collectively, the "Service") and other materials that accompany the Service ("SAP Materials"), You agree that this Agreement forms a legally binding agreement between You ("You" or "Your") and SAP SE, for and on behalf of itself and its subsidiaries and affiliates (as defined in Section 15 of the German Stock Corporation Act) and You agree to be bound by all of the terms and conditions stated in this Agreement. If You are trying to access the Service or SAP Materials on behalf of Your employer or as a consultant or agent of a third party (either "Your Company"), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Agreement and everywhere in this Agreement that refers to 'You' or 'Your' shall also include Your Company. If You do not agree to these terms, do not click "I Accept", and do not attempt to access or use the Service or SAP Materials. SAP may modify this Agreement at any time. SAP will notify you of any changes to the Agreement. You may not proceed with use of the Service until you have affirmatively accepted the revised Agreement.
1. YOUR RIGHTS TO USE THE SERVICE.
SAP shall make the Service and SAP Materials available to You during the Trial Period to remotely access and use the Service solely for Your own internal non-productive testing and evaluation of the Service in accordance with this Agreement and the Service documentation made available by SAP ("Documentation"). You are not permitted to use the Service in any productive or commercial manner. Your right to use the Service is worldwide, except that You may not access or use SAP BTP and/or download, export or use Content provided on SAP BTP in violation of applicable export control and sanctions laws, including without limitation, the laws of the United States, the EU and Germany. SAP BTP may not be accessed or used from the following countries or regions (subject to change without further notice on SAP's Export Control and Sanctions Compliance website): Cuba, Iran, North Korea, Syria, Crimea Region/Sevastopol and the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR). Individuals, organizations and entities listed on any of the applicable, comprehensive Sanctioned Party Lists (e.g., European Union Consolidated Financial Sanctions List, U.S. Specially Designated National (SDN) lists, United Nations Security Council Sanctions) must not access and use SAP BTP. Further restrictions apply to any Authorized user who would utilize Content provided on SAP BTP in the design, development or production of nuclear, chemical or biological weapons, or missile systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or to any Authorized user who has been prohibited from participating in U.S. and/or EU export transactions by any agency of the U.S. government, the European Union or an EU member state.
2. WHAT'S INCLUDED.
The Service includes an SAP BTP account, and access to SAP BTP and a set of productive and beta services which run on SAP BTP. Platform Applications (as defined below) can be uploaded and accessed on SAP BTP by You and Your authorized users ("Authorized Users") for internal non-productive testing. Platform Applications created by third parties not specifically for Customer must be reviewed or certified by SAP in accordance with SAP’s program guidelines for partner applications before they are deployed on Platform Cloud Services. You may also test applications created by SAP partners for usage by multiple customers ("Packaged Platform Application"), provided such Packaged Platform Applications are certified by SAP and published on the SAP Store or SAP App Center. Custom Platform Applications and Packaged Platform Applications are collectively referred to as "Platform Applications". SAP may remove Platform Applications from SAP BTP at any time in its sole discretion to prevent potential damage or liability to SAP, its affiliates, partners, customers or contractors. You are permitted to access the administrative areas of the SAP BTP. Authorized Users are limited to screen-access to Platform Applications via the Internet and only in connection with Your internal non-productive testing and evaluation of the Service. You are responsible for providing access of the Service to Authorized Users and ensuring Authorized Users comply with the terms of this Agreement. You shall be liable for the acts and omissions of Authorized Users to the same extent You are liable to SAP under this Agreement. You shall indemnify and hold SAP harmless for any claims made by Authorized Users based on or arising from the Authorized Users' access to or the unavailability of the Service. You are responsible for all terms and conditions between You and Authorized Users applicable to the Platform Applications ("Authorized User Terms"). The Authorized User Terms must not (a) cause You to be in breach of the terms and conditions of this Agreement, or (b) require Authorized Users to take actions inconsistent with the terms and conditions of this Agreement or the Documentation. You are responsible for providing customer service (if any) to Authorized Users for Platform Applications. SAP will not offer any support programs or services to Authorized Users in connection with Platform Applications.
3. AI SERVICES.
3.1. The AI Services Terms ("AI Terms") set forth in this Section 3., apply to artificial intelligence features and technologies provided with the Service ("AI Service(s)"). As used herein, "Output" means any content generated by an AI Service as output, based on the data provided to the AI Service, including Your data, and the data with which the AI Service was trained.
3.2. You will use the AI Services responsibly, safely, and in a legally compliant manner and will not use the AI Services to:
(a) Promote or facilitate any illegal activities or unlawful actions;
(b) Facilitate fraudulent actions;
(c) Attempt any unauthorized access to a system, property, or information;
(d) Generate any content that contains or promotes violence, hate speech, or harassment, or insults or demeans any person;
(e) Generate sexually explicit content;
(f) Distribute malware or spam;
(g) Contravene any regulatory safety policies.
(h) Track people without consent;
(i) Falsely impersonate any individual; or
(j) Mine cryptocurrency.
3.3. You will use the AI Service in compliance with the Documentation. SAP may limit or suspend the access to the Output or the AI Services in the event these AI Terms are violated, or for non-compliance with such Documentation, as updated from time to time.
3.4. You will not: (a) use the AI Service or the Output to develop, train or improve other AI services or AI models, unless explicitly permitted by SAP, or (b) use web scraping, web harvesting, or web data extraction methods to extract data from the AI Service or Output.
3.5. Your reliance on the Output is in Your discretion. Notwithstanding any recommendation contained within the Output, final decision to rely on the Output remains with You. You will assess any Output (including by code scanning, security scanning, human review, and human oversight and correction) before further using or relying on the Output for any purpose. You will also utilize any review tools and filtering options that SAP makes available.
3.6. You will not process any health information protected by the Health Insurance Portability and Accountability Act (including any implementing regulations and as amended from time to time) (collectively, "HIPAA") or similar regulations that control the use of medical data by AI Services.
3.7. You acknowledge that AI Services consist of emerging technologies, and given the nature of such AI Services, their use may result in incorrect, biased, unfair, or inaccurate Output and/or output that may be nonsensical or untruthful in relation to certain sources.
3.8. You acknowledge and agree that: (a) Output may not qualify for intellectual property protection; (b) similar or the same Output may be produced by AI Services to similar requests from different customers, and (c) Your rights to Output may not be enforceable against other users of the AI Services. For the purpose of these AI Terms, You ownership in the Output is subject to SAP’s and/or its licensor’s ownership in the Service, SAP Materials and data used to train the AI Service or AI model ("Pre-Existing Materials"). You are granted a license to use and only shall use the Pre-Existing Materials in the Output to the same extent as the You are permitted to use the Service.
3.9. You acknowledge that the legal framework applicable to and the interpretation of competent courts and authorities regarding the use of AI models is currently dynamic and constantly changing. To the extent that a change in law or the interpretation of a competent court or authority results in: (a) SAP not being able to offer an AI Service, or (b) Customer not being able to use the AI Service in a legally compliant way, SAP may reduce the scope of use (e.g. if the use of an AI Service becomes prohibited in a certain country, SAP may cease offering the AI Service in such country) or remove the AI Services altogether. The same applies where SAP can no longer provide an AI Service licensed from a third party, because such third party discontinues making available the AI Service or changes its service terms or documentation in contradiction to the Agreement or another way that prevents SAP from further offering the AI Service.
4. ADDITIONAL SERVICES.
The Service also includes additional services that SAP makes available for use solely in conjunction with the SAP BTP ("Additional Services"). Use of the Additional Services may be subject to additional limitations (as individual time limits and technical or functional restrictions of services) as set forth in the SAP Discovery Center. SAP may exclude Your access to Additional Services at any time without notice.
5. RESTRICTIONS.
Your use of the Service is limited to a single user and may not be transferred by You. You shall not sublicense, license, sell, lease, rent, outsource or otherwise make the Service available to third parties. You shall be responsible for the acts and omissions of anyone accessing the Service with Your access credentials as if they were Your acts and omissions. SAP may limit storage for Your Content and Platform Applications without notice to You.
6. BETA.
SAP may offer and You may choose to accept access to functionality that is not generally available, not validated and not quality assured in accordance with SAP’s standard processes ("Beta"). Any use of the Beta is at Your sole risk. SAP may discontinue providing Beta at any time and SAP has no obligation to offer Beta features or services in a commercial offering. Beta features or services are described as such in the Documentation and/or identified in the Service cockpit.
7. INTELLECTUAL PROPERTY.
You shall not remove notices and notations in the Service that refer to copyrights, trademark rights, patent rights and other intellectual property rights. SAP or its licensors own all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Service and SAP Materials, and any improvements, design contributions or derivative works conceived or created by either You or SAP in or to the Service or SAP Materials. Except for the limited rights expressly granted herein, this Agreement does not transfer to You any proprietary right or interest in the Service or SAP Materials. All rights not expressly granted to You in this Agreement are reserved by SAP and its licensors.
8. ACCEPTABLE USE.
When using the Service, You shall not, and shall ensure that any Authorized User or other user accessing the Service under your account does not: (a) translate, decompile, reverse-engineer or otherwise modify any parts of the Service (except as described and permitted in the Documentation) (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual property rights of any entity; (d) interfere with or disrupt the SAP software or SAP systems used to host the Service, or other equipment or networks connected to the Service, or violate any requirements, procedures, policies or regulations of networks connected to the Service made known to You; (e) use the Service in the operation of a service bureau, outsourcing or time-sharing service; (f) provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or other similar item (other than a "bookmark" from a Web browser), to the Service, or any part thereof; (g) circumvent the user authentication or security of the Service or any host, network, or account related thereto; (h) use any application programming interface to access the Service other than those made available by SAP and described and permitted in the Documentation; (i) make any use of the Service that violates any applicable local, state, national, international or foreign law or regulation; (j) allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, You for access to the Service; (k) use the Service to facilitate, engage in, or participate in the mining or generation of cryptocurrency; or (l) facilitate, engage in, or participate in illegal or criminal activity; including, but not limited to, denial of service attacks, spam, port scanning, intrusion attempts, malware distribution, ransomware, criminal botnets.
9. OTHER COMPANIES' WEB SITES.
The Service may contain links to external websites (including embedded widgets or other means of access) and information provided on such external websites by SAP partners and third-party service providers. SAP shall not be responsible for the contents of any linked website, or any changes or updates to such websites. You further agree that SAP shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked websites. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog in the Service, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.
10. THIRD-PARTY CONTENT.
The Service may include content provided by third parties ("Third-Party Content") for use in conjunction with the Service. Third Party Content is provided "as is", and SAP makes no warranty as to the accuracy, suitability, completeness or noninfringement of such Third-Party Content. You use such Content solely at Your own risk, and SAP shall have no liability to You or any third party based on Your use of or reliance on such Third-Party Content.
11. COMPLIANCE WITH THIS AGREEMENT.
SAP shall be entitled to monitor Your compliance with the terms of this Agreement, and, SAP may utilize the information concerning Your use of the Service to improve SAP products and services and to provide You with reports on Your use of the Service.
12. CHANGES TO THE SERVICE.
SAP may change or modify the Service at any time without prior notice to You. Your sole recourse in respect of such change or modification is termination of this Agreement.
13. YOUR CONTENT.
By submitting, posting or displaying Your Platform Application or other content or data (including content or data provided by Authorized Users) ("Your Content") on or through the Service, You hereby grant SAP a worldwide, sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute Your Content for the sole purpose of enabling SAP to provide You with the Service in accordance with this Agreement. You are responsible for entering Your Content into the Service and You are responsible for the maintenance of Your Content. You shall ensure that Your Content is free of all viruses, Trojan horses, and malicious code which could harm the systems or software used by SAP or its subcontractors to provide the Service. The Service may include features that permit third party code to be downloaded by You, or by SAP on Your behalf and at Your request, from a non-SAP service for which You have an account into Your Service account to facilitate the exchange of data or enable or improve other data processing activities. Such third-party code is considered Your Content under this Agreement.
14. PUBLIC SOFTWARE.
14.1. You may not use, and shall not permit any Authorized Users to use, any Public Software in connection with the Service in any manner that requires, pursuant to the license applicable to such Public Software, that any SAP software applications or other materials be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.
14.2. "Public Software" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, (b) The Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Standards License (SISL), (g) the BSD License and (h) the Apache License.
15. TERM AND TERMINATION.
The term of this Agreement shall begin on the date you first access the Service and shall continue for 90 days, unless terminated earlier by either party (the "Trial Period"). You may terminate this Agreement at any time during the Trial Period by clicking on the "Delete Trial Account" button in the SAP BTP Cockpit. SAP may terminate this Agreement at any time upon notice to You, which may include notice by email or by notice on SAP Community Network. SAP may suspend Your access to the Service or remove all or part of Your Content from the Service at any time in order to protect SAP's or its customers' business interests if, in SAP's sole judgment, Your use of the Service or Your Content violate the rights of any third party or violate any applicable law or regulation, or may result in harm to SAP or its customers or vendors, or their respective systems. Upon termination of the Agreement, You will no longer have access to Your Content and it will not be retained by SAP unless SAP is required to retain it under applicable law or legal process.
16. SUPPORT.
Under this Agreement SAP does not provide any support services for the Services or SAP Materials.
17. WARRANTY.
17.1. If You are located outside the US or Canada: AS THE SERVICE AND SAP MATERIALS ARE PROVIDED TO YOU FREE OF CHARGE, SAP DOES NOT GUARANTEE OR WARRANT ANY FEATURES OR QUALITIES OF THE SERVICE OR SAP MATERIALS OR GIVE ANY UNDERTAKING WITH REGARD TO ANY OTHER QUALITY. NO SUCH WARRANTY OR UNDERTAKING SHALL BE IMPLIED BY YOU FROM ANY DESCRIPTION IN THE SERVICE, SAP MATERIALS OR ANY AVAILABLE DOCUMENTATION OR ANY OTHER COMMUNICATION OR ADVERTISEMENT. IN PARTICULAR, SAP DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE UNINTERRUPTED, ERROR FREE, OR PERMANENTLY AVAILABLE. ALL WARRANTY CLAIMS ARE SUBJECT TO THE LIMITATION OF LIABILITY SECTION BELOW.
17.2. If You are located in the US or Canada: THE SERVICE AND SAP MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER. SAP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so the above exclusions may not apply to You.
18. LIMITATION OF LIABILITY.
18.1. If You are located outside the US or Canada: IRRESPECTIVE OF THE LEGAL REASONS, SAP SHALL ONLY BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT IF SUCH DAMAGE (I) CAN BE CLAIMED UNDER THE GERMAN PRODUCT LIABILITY ACT OR (II) IS CAUSED BY INTENTIONAL MISCONDUCT OF SAP OR (III) CONSISTS OF PERSONAL INJURY. IN ALL OTHER CASES, NEITHER SAP NOR ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGE OR CLAIMS HEREUNDER.
18.2. If You are located in the US or Canada: IN NO EVENT SHALL SAP BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AMOUNT IN EXCESS OF $100 ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE OR SAP MATERIALS, OR AS A RESULT OF ANY DEFECT IN THE SERVICE. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST SAP, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. YOUR SOLE REMEDY IN THE EVENT OF BREACH OF THIS AGREEMENT BY SAP OR FOR ANY OTHER CLAIM RELATED TO THE SERVICE SHALL BE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SAP AND ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.
19. THIRD PARTY CLAIMS.
You shall indemnify and hold SAP harmless from third party claims arising from or related to (i) any use of the Service (a) in breach of this Agreement; or (b) in violation of any applicable law or regulation; or (ii) an allegation that Your Content or Your use of the Service in violation of this Agreement violates, infringes or misappropriates the rights of a third party. The foregoing shall apply regardless of whether such damage is caused by Your conduct and/or Your Authorized Users or by the conduct of a third party using Your access credentials. The foregoing is, however, conditional upon SAP (i) notifying You thereof in writing and in detail without undue delay; (ii) authorizing You to conduct any judicial and extrajudicial proceedings with such third party on its own; and (iii) providing You, at Your expense, with any reasonable assistance so that You can defend against the claim. You are permitted to fully control the defense and any settlement of any such claim as long as such settlement does not include a financial obligation on SAP. In the event SAP declines Your proffered defense, or otherwise fails to cede full control of the defense to Your designated counsel, then SAP waives Your obligations under this Section. SAP shall fully cooperate in the defense of such claim and may appear, at its own expense, through counsel of its own choosing.
20. DATA PRIVACY.
No personal data is collected, processed, stored or transmitted under this Agreement and You are expressly prohibited from entering any personal data into the Service (including as part of or through Your Content or Your Platform Application).
21. CONFIDENTIALITY.
21.1. Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential, provided each party may disclose Confidential Information to individuals whose access is necessary to enable it to exercise its rights hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein "reasonable steps" means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
21.1.1. Exclusions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any confidential Information that: (a) is independently developed by the receiving party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.
21.1.2. Publicity. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that You agree that SAP may use Your name and corporate logo in customer listings or as part of SAP's marketing efforts (including without limitation reference calls and stories, press testimonials, site visits, SAPPHIRE participation) at times mutually agreeable to the parties. SAP will make reasonable efforts to avoid having the reference activities unreasonably interfere with Your business.
21.1.3. Definition. "Confidential Information" means, with respect to SAP, all information which SAP protects against unrestricted disclosure to others, including but not limited to: (a) the Service and SAP Materials, including, without limitation, the following information regarding the Service and SAP Materials: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Service or SAP Materials; (ii) benchmark results, program listings, data structures, logic diagrams, functional specifications, file formats; and (iii) system infrastructure, security/architecture design and/or operations processes (iv) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Service; (b) the research and development or investigations of SAP; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to SAP subject to an applicable confidentiality obligation to such third party). With respect to You, "Confidential Information" means Your Content.
21.1.4. Your Feedback. You may provide, or SAP may solicit, input regarding the Service or SAP Materials, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Service, SAP Materials or any other SAP site, service or product, or input as to whether You believe SAP's development direction is consistent with Your business and IT needs, the technology marketplace in general, and the like (collectively "Feedback"). You acknowledge and agree that any information disclosed by SAP during discussions related to Feedback shall be considered SAP Confidential Information and shall be protected from disclosure in accordance with the terms of this Agreement. In order for SAP to utilize such Feedback, You hereby grant to SAP a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to SAP's licensees and customers, under Your relevant intellectual property rights, to use, publish, and disclose such Feedback in any manner SAP chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of SAP's and its sublicensees' products or services embodying Feedback in any manner and via any media SAP chooses, without reference to the source. SAP shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to You and/or Your representatives. You acknowledge that the information related to the Service disclosed by SAP under this Agreement is only intended as possible strategies, developments, and functionalities of the Service and is not intended to be binding upon SAP to any particular course of business, product strategy, and/or development.
22. LAW/VENUE.
22.1. If You are located outside the US or Canada: This Agreement is governed by and construed in accordance with the laws of the Germany. You and SAP agree to submit to the exclusive jurisdiction of, and venue in, the courts of Karlsruhe in Germany in any dispute arising out of or relating to this Agreement.
22.2. If You are located in the US or Canada: This Agreement shall be governed by and construed under the Commonwealth of Pennsylvania law without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. You and SAP agree to submit to the exclusive jurisdiction of, and venue in, the state or federal courts located in Philadelphia, Pennsylvania in any dispute arising out of or relating to this Agreement
23. EXPORT.
The Service, Documentation and other SAP Materials are subject to the export control laws of various countries, including without limitation the laws of the United States and Germany. You will not submit the Service, Documentation or other SAP Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of SAP, and will not export the Service, Documentation and SAP Materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where You reside or Your Company is registered, and any foreign countries with respect to the use of the Service, Documentation or other SAP Materials.
24. MISCELLANEOUS.
This Agreement constitutes the complete and exclusive statement of the agreement between SAP and You related to the subject matter hereof, and supersedes all prior written and oral contracts, proposals and other communications between the parties relating to the subject matter. Oral agreements do not exist. You may not assign or otherwise transfer any of its rights under this Agreement without SAP's prior written consent. If any provision of this Agreement proves to be invalid, this will not affect any other provision of this Agreement. The waiver by either party of any of its rights hereunder shall not be construed as a waiver of any subsequent breach. SAP's performance shall be excused under this Agreement to the extent its failure to perform is caused by events beyond its reasonable control.
Revised 23rd of October 2023.
Please scroll down and read the following SAP BTP Trial Terms of Use ("Agreement") carefully. By clicking "I Accept", "I Agree" (or clicking a similar expression of acceptance) or by attempting to access or use the SAP BTP and associated services made available by SAP with the SAP BTP (collectively, the "Service") and other materials that accompany the Service ("SAP Materials"), You agree that this Agreement forms a legally binding agreement between You ("You" or "Your") and SAP SE, for and on behalf of itself and its subsidiaries and affiliates (as defined in Section 15 of the German Stock Corporation Act) and You agree to be bound by all of the terms and conditions stated in this Agreement. If You are trying to access the Service or SAP Materials on behalf of Your employer or as a consultant or agent of a third party (either "Your Company"), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Agreement and everywhere in this Agreement that refers to 'You' or 'Your' shall also include Your Company. If You do not agree to these terms, do not click "I Accept", and do not attempt to access or use the Service or SAP Materials. SAP may modify this Agreement at any time. SAP will notify you of any changes to the Agreement. You may not proceed with use of the Service until you have affirmatively accepted the revised Agreement.
1. YOUR RIGHTS TO USE THE SERVICE.
SAP shall make the Service and SAP Materials available to You during the Trial Period to remotely access and use the Service solely for Your own internal non-productive testing and evaluation of the Service in accordance with this Agreement and the Service documentation made available by SAP ("Documentation"). You are not permitted to use the Service in any productive or commercial manner. Your right to use the Service is worldwide, except that You may not access or use SAP BTP and/or download, export or use Content provided on SAP BTP in violation of applicable export control and sanctions laws, including without limitation, the laws of the United States, the EU and Germany. SAP BTP may not be accessed or used from the following countries or regions (subject to change without further notice on SAP's Export Control and Sanctions Compliance website): Cuba, Iran, North Korea, Syria, Crimea Region/Sevastopol and the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR). Individuals, organizations and entities listed on any of the applicable, comprehensive Sanctioned Party Lists (e.g., European Union Consolidated Financial Sanctions List, U.S. Specially Designated National (SDN) lists, United Nations Security Council Sanctions) must not access and use SAP BTP. Further restrictions apply to any Authorized user who would utilize Content provided on SAP BTP in the design, development or production of nuclear, chemical or biological weapons, or missile systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or to any Authorized user who has been prohibited from participating in U.S. and/or EU export transactions by any agency of the U.S. government, the European Union or an EU member state.
2. WHAT'S INCLUDED.
The Service includes an SAP BTP account, and access to SAP BTP and a set of productive and beta services which run on SAP BTP. Platform Applications (as defined below) can be uploaded and accessed on SAP BTP by You and Your authorized users ("Authorized Users") for internal non-productive testing. Platform Applications created by third parties not specifically for Customer must be reviewed or certified by SAP in accordance with SAP’s program guidelines for partner applications before they are deployed on Platform Cloud Services. You may also test applications created by SAP partners for usage by multiple customers ("Packaged Platform Application"), provided such Packaged Platform Applications are certified by SAP and published on the SAP Store or SAP App Center. Custom Platform Applications and Packaged Platform Applications are collectively referred to as "Platform Applications". SAP may remove Platform Applications from SAP BTP at any time in its sole discretion to prevent potential damage or liability to SAP, its affiliates, partners, customers or contractors. You are permitted to access the administrative areas of the SAP BTP. Authorized Users are limited to screen-access to Platform Applications via the Internet and only in connection with Your internal non-productive testing and evaluation of the Service. You are responsible for providing access of the Service to Authorized Users and ensuring Authorized Users comply with the terms of this Agreement. You shall be liable for the acts and omissions of Authorized Users to the same extent You are liable to SAP under this Agreement. You shall indemnify and hold SAP harmless for any claims made by Authorized Users based on or arising from the Authorized Users' access to or the unavailability of the Service. You are responsible for all terms and conditions between You and Authorized Users applicable to the Platform Applications ("Authorized User Terms"). The Authorized User Terms must not (a) cause You to be in breach of the terms and conditions of this Agreement, or (b) require Authorized Users to take actions inconsistent with the terms and conditions of this Agreement or the Documentation. You are responsible for providing customer service (if any) to Authorized Users for Platform Applications. SAP will not offer any support programs or services to Authorized Users in connection with Platform Applications.
3. AI SERVICES.
3.1. The AI Services Terms ("AI Terms") set forth in this Section 3., apply to artificial intelligence features and technologies provided with the Service ("AI Service(s)"). As used herein, "Output" means any content generated by an AI Service as output, based on the data provided to the AI Service, including Your data, and the data with which the AI Service was trained.
3.2. You will use the AI Services responsibly, safely, and in a legally compliant manner and will not use the AI Services to:
(a) Promote or facilitate any illegal activities or unlawful actions;
(b) Facilitate fraudulent actions;
(c) Attempt any unauthorized access to a system, property, or information;
(d) Generate any content that contains or promotes violence, hate speech, or harassment, or insults or demeans any person;
(e) Generate sexually explicit content;
(f) Distribute malware or spam;
(g) Contravene any regulatory safety policies.
(h) Track people without consent;
(i) Falsely impersonate any individual; or
(j) Mine cryptocurrency.
3.3. You will use the AI Service in compliance with the Documentation. SAP may limit or suspend the access to the Output or the AI Services in the event these AI Terms are violated, or for non-compliance with such Documentation, as updated from time to time.
3.4. You will not: (a) use the AI Service or the Output to develop, train or improve other AI services or AI models, unless explicitly permitted by SAP, or (b) use web scraping, web harvesting, or web data extraction methods to extract data from the AI Service or Output.
3.5. Your reliance on the Output is in Your discretion. Notwithstanding any recommendation contained within the Output, final decision to rely on the Output remains with You. You will assess any Output (including by code scanning, security scanning, human review, and human oversight and correction) before further using or relying on the Output for any purpose. You will also utilize any review tools and filtering options that SAP makes available.
3.6. You will not process any health information protected by the Health Insurance Portability and Accountability Act (including any implementing regulations and as amended from time to time) (collectively, "HIPAA") or similar regulations that control the use of medical data by AI Services.
3.7. You acknowledge that AI Services consist of emerging technologies, and given the nature of such AI Services, their use may result in incorrect, biased, unfair, or inaccurate Output and/or output that may be nonsensical or untruthful in relation to certain sources.
3.8. You acknowledge and agree that: (a) Output may not qualify for intellectual property protection; (b) similar or the same Output may be produced by AI Services to similar requests from different customers, and (c) Your rights to Output may not be enforceable against other users of the AI Services. For the purpose of these AI Terms, You ownership in the Output is subject to SAP’s and/or its licensor’s ownership in the Service, SAP Materials and data used to train the AI Service or AI model ("Pre-Existing Materials"). You are granted a license to use and only shall use the Pre-Existing Materials in the Output to the same extent as the You are permitted to use the Service.
3.9. You acknowledge that the legal framework applicable to and the interpretation of competent courts and authorities regarding the use of AI models is currently dynamic and constantly changing. To the extent that a change in law or the interpretation of a competent court or authority results in: (a) SAP not being able to offer an AI Service, or (b) Customer not being able to use the AI Service in a legally compliant way, SAP may reduce the scope of use (e.g. if the use of an AI Service becomes prohibited in a certain country, SAP may cease offering the AI Service in such country) or remove the AI Services altogether. The same applies where SAP can no longer provide an AI Service licensed from a third party, because such third party discontinues making available the AI Service or changes its service terms or documentation in contradiction to the Agreement or another way that prevents SAP from further offering the AI Service.
4. ADDITIONAL SERVICES.
The Service also includes additional services that SAP makes available for use solely in conjunction with the SAP BTP ("Additional Services"). Use of the Additional Services may be subject to additional limitations (as individual time limits and technical or functional restrictions of services) as set forth in the SAP Discovery Center. SAP may exclude Your access to Additional Services at any time without notice.
5. RESTRICTIONS.
Your use of the Service is limited to a single user and may not be transferred by You. You shall not sublicense, license, sell, lease, rent, outsource or otherwise make the Service available to third parties. You shall be responsible for the acts and omissions of anyone accessing the Service with Your access credentials as if they were Your acts and omissions. SAP may limit storage for Your Content and Platform Applications without notice to You.
6. BETA.
SAP may offer and You may choose to accept access to functionality that is not generally available, not validated and not quality assured in accordance with SAP’s standard processes ("Beta"). Any use of the Beta is at Your sole risk. SAP may discontinue providing Beta at any time and SAP has no obligation to offer Beta features or services in a commercial offering. Beta features or services are described as such in the Documentation and/or identified in the Service cockpit.
7. INTELLECTUAL PROPERTY.
You shall not remove notices and notations in the Service that refer to copyrights, trademark rights, patent rights and other intellectual property rights. SAP or its licensors own all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Service and SAP Materials, and any improvements, design contributions or derivative works conceived or created by either You or SAP in or to the Service or SAP Materials. Except for the limited rights expressly granted herein, this Agreement does not transfer to You any proprietary right or interest in the Service or SAP Materials. All rights not expressly granted to You in this Agreement are reserved by SAP and its licensors.
8. ACCEPTABLE USE.
When using the Service, You shall not, and shall ensure that any Authorized User or other user accessing the Service under your account does not: (a) translate, decompile, reverse-engineer or otherwise modify any parts of the Service (except as described and permitted in the Documentation) (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual property rights of any entity; (d) interfere with or disrupt the SAP software or SAP systems used to host the Service, or other equipment or networks connected to the Service, or violate any requirements, procedures, policies or regulations of networks connected to the Service made known to You; (e) use the Service in the operation of a service bureau, outsourcing or time-sharing service; (f) provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or other similar item (other than a "bookmark" from a Web browser), to the Service, or any part thereof; (g) circumvent the user authentication or security of the Service or any host, network, or account related thereto; (h) use any application programming interface to access the Service other than those made available by SAP and described and permitted in the Documentation; (i) make any use of the Service that violates any applicable local, state, national, international or foreign law or regulation; (j) allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, You for access to the Service; (k) use the Service to facilitate, engage in, or participate in the mining or generation of cryptocurrency; or (l) facilitate, engage in, or participate in illegal or criminal activity; including, but not limited to, denial of service attacks, spam, port scanning, intrusion attempts, malware distribution, ransomware, criminal botnets.
9. OTHER COMPANIES' WEB SITES.
The Service may contain links to external websites (including embedded widgets or other means of access) and information provided on such external websites by SAP partners and third-party service providers. SAP shall not be responsible for the contents of any linked website, or any changes or updates to such websites. You further agree that SAP shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked websites. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog in the Service, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.
10. THIRD-PARTY CONTENT.
The Service may include content provided by third parties ("Third-Party Content") for use in conjunction with the Service. Third Party Content is provided "as is", and SAP makes no warranty as to the accuracy, suitability, completeness or noninfringement of such Third-Party Content. You use such Content solely at Your own risk, and SAP shall have no liability to You or any third party based on Your use of or reliance on such Third-Party Content.
11. COMPLIANCE WITH THIS AGREEMENT.
SAP shall be entitled to monitor Your compliance with the terms of this Agreement, and, SAP may utilize the information concerning Your use of the Service to improve SAP products and services and to provide You with reports on Your use of the Service.
12. CHANGES TO THE SERVICE.
SAP may change or modify the Service at any time without prior notice to You. Your sole recourse in respect of such change or modification is termination of this Agreement.
13. YOUR CONTENT.
By submitting, posting or displaying Your Platform Application or other content or data (including content or data provided by Authorized Users) ("Your Content") on or through the Service, You hereby grant SAP a worldwide, sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute Your Content for the sole purpose of enabling SAP to provide You with the Service in accordance with this Agreement. You are responsible for entering Your Content into the Service and You are responsible for the maintenance of Your Content. You shall ensure that Your Content is free of all viruses, Trojan horses, and malicious code which could harm the systems or software used by SAP or its subcontractors to provide the Service. The Service may include features that permit third party code to be downloaded by You, or by SAP on Your behalf and at Your request, from a non-SAP service for which You have an account into Your Service account to facilitate the exchange of data or enable or improve other data processing activities. Such third-party code is considered Your Content under this Agreement.
14. PUBLIC SOFTWARE.
14.1. You may not use, and shall not permit any Authorized Users to use, any Public Software in connection with the Service in any manner that requires, pursuant to the license applicable to such Public Software, that any SAP software applications or other materials be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.
14.2. "Public Software" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, (b) The Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Standards License (SISL), (g) the BSD License and (h) the Apache License.
15. TERM AND TERMINATION.
The term of this Agreement shall begin on the date you first access the Service and shall continue for 90 days, unless terminated earlier by either party (the "Trial Period"). You may terminate this Agreement at any time during the Trial Period by clicking on the "Delete Trial Account" button in the SAP BTP Cockpit. SAP may terminate this Agreement at any time upon notice to You, which may include notice by email or by notice on SAP Community Network. SAP may suspend Your access to the Service or remove all or part of Your Content from the Service at any time in order to protect SAP's or its customers' business interests if, in SAP's sole judgment, Your use of the Service or Your Content violate the rights of any third party or violate any applicable law or regulation, or may result in harm to SAP or its customers or vendors, or their respective systems. Upon termination of the Agreement, You will no longer have access to Your Content and it will not be retained by SAP unless SAP is required to retain it under applicable law or legal process.
16. SUPPORT.
Under this Agreement SAP does not provide any support services for the Services or SAP Materials.
17. WARRANTY.
17.1. If You are located outside the US or Canada: AS THE SERVICE AND SAP MATERIALS ARE PROVIDED TO YOU FREE OF CHARGE, SAP DOES NOT GUARANTEE OR WARRANT ANY FEATURES OR QUALITIES OF THE SERVICE OR SAP MATERIALS OR GIVE ANY UNDERTAKING WITH REGARD TO ANY OTHER QUALITY. NO SUCH WARRANTY OR UNDERTAKING SHALL BE IMPLIED BY YOU FROM ANY DESCRIPTION IN THE SERVICE, SAP MATERIALS OR ANY AVAILABLE DOCUMENTATION OR ANY OTHER COMMUNICATION OR ADVERTISEMENT. IN PARTICULAR, SAP DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE UNINTERRUPTED, ERROR FREE, OR PERMANENTLY AVAILABLE. ALL WARRANTY CLAIMS ARE SUBJECT TO THE LIMITATION OF LIABILITY SECTION BELOW.
17.2. If You are located in the US or Canada: THE SERVICE AND SAP MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER. SAP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so the above exclusions may not apply to You.
18. LIMITATION OF LIABILITY.
18.1. If You are located outside the US or Canada: IRRESPECTIVE OF THE LEGAL REASONS, SAP SHALL ONLY BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT IF SUCH DAMAGE (I) CAN BE CLAIMED UNDER THE GERMAN PRODUCT LIABILITY ACT OR (II) IS CAUSED BY INTENTIONAL MISCONDUCT OF SAP OR (III) CONSISTS OF PERSONAL INJURY. IN ALL OTHER CASES, NEITHER SAP NOR ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGE OR CLAIMS HEREUNDER.
18.2. If You are located in the US or Canada: IN NO EVENT SHALL SAP BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AMOUNT IN EXCESS OF $100 ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE OR SAP MATERIALS, OR AS A RESULT OF ANY DEFECT IN THE SERVICE. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST SAP, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. YOUR SOLE REMEDY IN THE EVENT OF BREACH OF THIS AGREEMENT BY SAP OR FOR ANY OTHER CLAIM RELATED TO THE SERVICE SHALL BE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SAP AND ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.
19. THIRD PARTY CLAIMS.
You shall indemnify and hold SAP harmless from third party claims arising from or related to (i) any use of the Service (a) in breach of this Agreement; or (b) in violation of any applicable law or regulation; or (ii) an allegation that Your Content or Your use of the Service in violation of this Agreement violates, infringes or misappropriates the rights of a third party. The foregoing shall apply regardless of whether such damage is caused by Your conduct and/or Your Authorized Users or by the conduct of a third party using Your access credentials. The foregoing is, however, conditional upon SAP (i) notifying You thereof in writing and in detail without undue delay; (ii) authorizing You to conduct any judicial and extrajudicial proceedings with such third party on its own; and (iii) providing You, at Your expense, with any reasonable assistance so that You can defend against the claim. You are permitted to fully control the defense and any settlement of any such claim as long as such settlement does not include a financial obligation on SAP. In the event SAP declines Your proffered defense, or otherwise fails to cede full control of the defense to Your designated counsel, then SAP waives Your obligations under this Section. SAP shall fully cooperate in the defense of such claim and may appear, at its own expense, through counsel of its own choosing.
20. DATA PRIVACY.
No personal data is collected, processed, stored or transmitted under this Agreement and You are expressly prohibited from entering any personal data into the Service (including as part of or through Your Content or Your Platform Application).
21. CONFIDENTIALITY.
21.1. Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential, provided each party may disclose Confidential Information to individuals whose access is necessary to enable it to exercise its rights hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein "reasonable steps" means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
21.1.1. Exclusions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any confidential Information that: (a) is independently developed by the receiving party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.
21.1.2. Publicity. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that You agree that SAP may use Your name and corporate logo in customer listings or as part of SAP's marketing efforts (including without limitation reference calls and stories, press testimonials, site visits, SAPPHIRE participation) at times mutually agreeable to the parties. SAP will make reasonable efforts to avoid having the reference activities unreasonably interfere with Your business.
21.1.3. Definition. "Confidential Information" means, with respect to SAP, all information which SAP protects against unrestricted disclosure to others, including but not limited to: (a) the Service and SAP Materials, including, without limitation, the following information regarding the Service and SAP Materials: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Service or SAP Materials; (ii) benchmark results, program listings, data structures, logic diagrams, functional specifications, file formats; and (iii) system infrastructure, security/architecture design and/or operations processes (iv) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Service; (b) the research and development or investigations of SAP; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to SAP subject to an applicable confidentiality obligation to such third party). With respect to You, "Confidential Information" means Your Content.
21.1.4. Your Feedback. You may provide, or SAP may solicit, input regarding the Service or SAP Materials, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Service, SAP Materials or any other SAP site, service or product, or input as to whether You believe SAP's development direction is consistent with Your business and IT needs, the technology marketplace in general, and the like (collectively "Feedback"). You acknowledge and agree that any information disclosed by SAP during discussions related to Feedback shall be considered SAP Confidential Information and shall be protected from disclosure in accordance with the terms of this Agreement. In order for SAP to utilize such Feedback, You hereby grant to SAP a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to SAP's licensees and customers, under Your relevant intellectual property rights, to use, publish, and disclose such Feedback in any manner SAP chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of SAP's and its sublicensees' products or services embodying Feedback in any manner and via any media SAP chooses, without reference to the source. SAP shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to You and/or Your representatives. You acknowledge that the information related to the Service disclosed by SAP under this Agreement is only intended as possible strategies, developments, and functionalities of the Service and is not intended to be binding upon SAP to any particular course of business, product strategy, and/or development.
22. LAW/VENUE.
22.1. If You are located outside the US or Canada: This Agreement is governed by and construed in accordance with the laws of the Germany. You and SAP agree to submit to the exclusive jurisdiction of, and venue in, the courts of Karlsruhe in Germany in any dispute arising out of or relating to this Agreement.
22.2. If You are located in the US or Canada: This Agreement shall be governed by and construed under the Commonwealth of Pennsylvania law without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. You and SAP agree to submit to the exclusive jurisdiction of, and venue in, the state or federal courts located in Philadelphia, Pennsylvania in any dispute arising out of or relating to this Agreement
23. EXPORT.
The Service, Documentation and other SAP Materials are subject to the export control laws of various countries, including without limitation the laws of the United States and Germany. You will not submit the Service, Documentation or other SAP Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of SAP, and will not export the Service, Documentation and SAP Materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where You reside or Your Company is registered, and any foreign countries with respect to the use of the Service, Documentation or other SAP Materials.
24. MISCELLANEOUS.
This Agreement constitutes the complete and exclusive statement of the agreement between SAP and You related to the subject matter hereof, and supersedes all prior written and oral contracts, proposals and other communications between the parties relating to the subject matter. Oral agreements do not exist. You may not assign or otherwise transfer any of its rights under this Agreement without SAP's prior written consent. If any provision of this Agreement proves to be invalid, this will not affect any other provision of this Agreement. The waiver by either party of any of its rights hereunder shall not be construed as a waiver of any subsequent breach. SAP's performance shall be excused under this Agreement to the extent its failure to perform is caused by events beyond its reasonable control.
Revised 23rd of October 2023.