Terms of Use for SAP Cloud Platform trial
Version 20
SAP Cloud Platform Developer Edition Terms of Use
Please scroll down and read the following SAP Cloud Platform Developer Edition Terms of Use carefully ("Agreement"). By clicking "I Accept", "I Agree" (or clicking a similar expression of acceptance) or by attempting to access or use the SAP Cloud Platform and associated services made available by SAP with the SAP Cloud Platform (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.
1. YOUR RIGHTS TO USE THE SERVICE. SAP shall make the Service and SAP Materials available to You during the term of this Agreement to remotely access and use the Service solely for Your own internal testing and evaluation of the Service as permitted by this Agreement and the Service documentation made available by SAP ("Documentation"). You are not permitted to use the Service in a productive manner or in any commercial manner. The right to use the Service is worldwide, with the exception of those countries listed on http://www.sap.com/company/legal/index.epx and subject to applicable export control laws.
2. WHAT'S INCLUDED. The Service includes the platform hosted in the SAP Cloud (the "Platform") on which Platform Applications (as defined below) can be uploaded and accessed by You and Your authorized end users ("End Users") for internal testing. As part of the Platform You may get access to an SAP HANA multitenant database container running in SAP Cloud. In addition to the Service (but not included in the Service), SAP makes available a software development kit (SDK), Eclipse Plug In (Plug In), and Cloud Foundry Command Line Interface (cf cli) Plug In. The SDK, Plug In and cf cli can be obtained by Customer at https://tools.hana.ondemand.com. Separate terms of use governing Your use of the SDK, Plug In and cf cli must be accepted by You when downloading the SDK, Plug In and cf cli. As part of the SDK a small footprint server can be downloaded to Your client so You can build and functionally test Custom Platform Applications before deploying them to the Platform. 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 the Platform 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 Platform. End Users are limited to screen-access to Platform Applications via the Internet and only in connection with Your testing and evaluation of the Service. You are responsible for providing access to End Users and ensuring End Users comply with the terms of this Agreement. You shall be liable for the acts and omissions of End 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 End Users based on or arising from the End Users' access to, or the unavailability of, the Service. You are responsible for all terms and conditions between You and End Users applicable to the Platform Applications. Compliance with such terms and conditions by You and Your End Users shall not (a) cause You to be in breach of the terms and conditions of this Agreement, or (b) require End 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 End Users for Platform Applications. SAP will not offer any support programs or services to End Users in connection with Platform Applications.
3. Additional Services. The Service also includes other services that SAP makes available for use solely in conjunction with the Platform ("Additional Services"). Supplementary terms for Additional Services are attached to this Agreement. SAP may exclude Your access to Additional Services.
4. RESTRICTIONS. This license 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.
5. 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.
6. 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 from SAP 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.
7. ACCEPTABLE USE. When using the Service, You shall not, and shall ensure that any End 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 disobey 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; or (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.
8. OTHER COMPANIES' WEB SITES. The Service may contain links to external Web sites (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 Web site, or any changes or updates to such sites. 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 Web site. 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.
9. THIRD-PARTY CONTENT. The Service may include content provided by third parties ("Content") for use in conjunction with the Service. This Content is provided "as is", and SAP makes no warranty as to the accuracy or completeness of such Content. You use such Content 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 Content.
10. 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.
11. CHANGES TO THE SERVICE. SAP may change or modify the Service at any time. Your sole recourse is termination of this Agreement.
12. YOUR CONTENT. By submitting, posting or displaying Your Application or other content or data (including content or data provided by End 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.
13. PUBLIC SOFTWARE. You may not use, and shall not permit any End 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. "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.
14. TERM AND TERMINATION. The term of this Agreement shall begin on the date you first access the Service and shall end upon termination by either party. You may terminate this Agreement at any time during the term upon ten days' advance written notice to SAP. Your failure to access the Service for a period of 30 days will be deemed a termination of this Agreement by You. The SAP HANA multitenant database container will run for periods of 12 hours once started. If the SAP HANA multitenant database container remains in a stopped state for 14 days, it will be removed from the Platform. SAP will provide three days’ notice of the planned deletion of the SAP HANA multitenant database container and you will be able to retrieve your data prior to removal. 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 or misappropriate the rights of any third party or violate any applicable law or regulation, or may result in harm to SAP, its customers, vendors or their systems. Either party may terminate this Agreement upon notice to the other party (including via email) in the event the other party breaches an obligation under this Agreement. 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.
15. SUPPORT. Under this Agreement SAP does not provide any support services for the Services.
16. WARRANTY.
a. 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.
b. 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.
17. LIMITATION OF LIABILITY:
a. 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.
b. 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.
18. 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 End 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.
19. 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 Application).
20. CONFIDENTIALITY. 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.
a. 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.
b. 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.
c. 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, including, without limitation, the following information regarding the Service: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Service; (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.
d. Your Feedback. You may provide, or SAP may solicit, input regarding the Service, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Service 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.
21. LAW/VENUE
a. 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.
b. 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
22. 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.
23. 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.
Supplemental Terms for Additional Services
Terms for SAP Mobile Documents
1. Use Rights: You may have up to five (5) End Users access SAP Mobile Documents for development and testing only. SAP may limit storage on SAP Mobile Documents in its reasonable discretion.
2. APIs: SAP Mobile Documents supports some libraries of the Content Management Interoperability Services (CMIS) standard implementation. SAP Mobile Documents may not support the CMIS standards in their entirety. You may use CMIS compliant APIs (not included with SAP Mobile Documents) to access the SAP Mobile Documents in accordance with this Agreement and to the extent supported by SAP. The use of APIs is at your option, and is subject to the API Use Terms, specified below.
3. API Use Terms: You may use supported third party technologies to connect SAP Mobile Documents to applications via APIs provided with SAP Mobile Documents. Any such connections are subject to the following conditions:
a. Your applications must not: (i) unreasonably impair, degrade or reduce the performance or security of SAP Mobile Documents; (ii) enable the bypassing or circumventing of SAP license restrictions and/or provide users with access to SAP Mobile Documents to which such users are not directly licensed; (iii) render or provide, without written consent from SAP, any information concerning SAP software license terms, SAP software, or any other information related to SAP products, or (iv) permit mass data or metadata extraction from SAP software to non-SAP software, including use, modification, saving or other processing of such data in the non-SAP software.
b. APIs are subject to ongoing changes. It is your responsibility to adapt your applications to such changes to APIs.
c. SAP is not responsible for any defect or malfunction in SAP Mobile Documents caused by your own APIs or other interfacing code.
Terms for SAP Jam
SAP may issue You up to three sets of Login credentials under Your account for the Service that can be used to access a single instance of SAP Jam for use in connection with the Service for development and testing only. You may not share these login credentials with any other person or entity, and You are solely responsible for any activity occurring under such login credentials. These login credentials are provided solely to allow You to develop and test integration scenarios You have created using the SAP Jam instance provided to You as part of the Service.
Terms for SAP Cloud Platform Web IDE
1. DEFINITIONS
a. “Tools” means the applications, editors, SDKs, application programming interfaces (“APIs”), templates, sample code, data integration connectors, development infrastructure cloud services and other similar developer software, documentation, quick start guides, and reference materials including classes and methods, that are utilized by developers to create Software Content that are made available to You by SAP on or through the SAP Web IDE area of the Platform.
b. “Software Content” means client and server-side application code, database artifacts, models, micro-service code, configurations, data, documentation, or other electronic materials created by You using the Tools licensed hereunder.
c. “SAP Software” means SAP proprietary software and database products licensed separately to users.
2. LICENSE: SAP makes the Tools available to You on the Platform solely for the purposes of designing, developing, testing, and demonstrating Content You develop under this Agreement that is compatible with SAP Software. The Tools may not be downloaded or used by You except via remote access to the Platform.
3. COVENANT NOT TO SUE: In exchange for the right to develop Content under this Agreement, You covenant not to assert any intellectual property rights in Content created by You against any SAP product, service, or future SAP development.
4. GENERAL: You may not use the Tools for (1) the purposes of demonstrating the Tools, or, (2) any type of non-development purposes.
5. RESTRICTIONS: You agree that the Content will not: (w) unreasonably impair, degrade or reduce the performance or security of any SAP Software, services, or related technology; (x) enable the bypassing or circumventing of any SAP license restrictions and/or provide any third party with access to the SAP Software or other SAP products to which such third party is not licensed or otherwise entitled; (y) render or provide, without prior written consent from SAP, any non-public information concerning SAP Software license terms, or any other non-public information related to SAP Software; or (z) permit mass data extraction from SAP Software to a non-SAP product for the purposes of replacing the SAP Software as the data’s system of record, including use, modification, saving or other processing of such data in the non-SAP product.
6. THIRD PARTY LICENSES: In the event the Content you create under this Agreement can be utilized to access, use, edit, copy, or extract data or database content from a third party database or software product, You understand that You are responsible for entering into a separate license with SAP or other party which grants You the applicable rights to the database or other software from which you are extracting and using data hereunder.
7. OWNERSHIP: Subject to SAP’s ownership of the SAP Software, the Service and Tools, the ownership of any Content You develop under this Agreement shall vest in You. Ownership of and title in the Tools and to all intellectual property rights in any SAP proprietary information embodied in the SAP Software and the Service are and shall remain in SAP and its licensors. You acquire only the rights expressly set forth under Section 2 above. Nothing in this Agreement shall in any way convey to You any ownership rights or title in or to the SAP Software, the Service or Tools. The SAP Software, the Service and Tools, may not be modified or altered in any way except by SAP.
8. TERM: The term of this Agreement for use of SAP Web IDE begins on the date You accept the terms of this Agreement as stated above and ends when terminated by You or SAP as permitted in this Agreement.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Mobile Services, mobile service for security
1. USE. The Cloud Service includes web-based access to a solution portal containing an application catalog, web-based access to the SAP Mobile Device Management Administrative Console for device administration and security functions, web-based access to the SAP Mobile Place for Device Enrollment and Self Service, web-based access to SAP Lumira for web-based analytics which can be accessed by You and any other features SAP may add during the term of this Agreement.
2. RESTRICTIONS. This license is limited to non-productive testing and evaluation for management of ten mobile devices using the Cloud Service, and access by one (1) administrative and reporting user.
3. Terms Applicable to Navteq Service: The Cloud Service includes third party services provided by Navteq. The following terms apply to use of the NavTeq service by You and Your Company:
a. Restrictions Against Sales Lead. NAVTEQ Europe B.V. ("NT") licenses points of interest ("POI's") from a third party supplier. Based on restrictions imposed on NT by such supplier: POIs included in the NT data may not be used to generate sales lead information in the form of American Standard Code for Information Interchange ("ASCII") or other text-formatted lists of category-specific business listings which (i) include complete mailing address for each business, and (ii) contain a substantial portion of such listings for a particular county, city, state, or zip code region; provided, however, that the foregoing restriction shall not include any application where mailing address or phone numbers are provided in a bit map graphical image or in another non-text format.
b. U.S. Government End-Users.
If the Navteq service as part of the Service is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Service (hereinafter "Covered Products and Services") is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with this Agreement and each copy of Covered Products and Services delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice:
NOTICE OF USE
CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: NAVTEQ
CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 425 W. Randolph St., Chicago, Illinois 60606
These Covered Products and Services are a commercial item as defined in FAR 2.101 and is subject to the Agreement under which these Covered Products and Services were provided.
© 20XX NAVTEQ – All rights reserved.
If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NT prior to seeking additional or alternative rights in the Covered Products and Services.
c. Additional Terms. You agree that Your use of the Navteq services is subject to and governed by the then-current terms located at http://maps.nokia.com/services/terms. It is Your obligation to review such terms for updates which shall be binding on You.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Mobile Services, mobile service for SAP Fiori
1. USE. The Cloud Service includes web-based access to a solution portal containing an application catalog, web-based access to a cloud build service and packaging service for hybrid application generation, runtime access to SAP HCP mobile service for development and operations for security settings and data services, web-based access to the SAP Mobile Place for over-the-air application installation, and any other features SAP may add during the term of this Agreement.
2. RESTRICTIONS. This subscription is limited to non-productive testing and evaluation for the creation of not more than two (2) mobile applications, deployed to no more than ten (10) mobile devices, and access by one (1) administrative user. The cloud build service can be accessed up to 5 times in any 24 hour period.
Supplemental Terms for Additional Services
Terms for SAP Data Quality Management, microservices for location data
1. Use Rights: You may process up to 1,000 transactions per country-specific address. For the reverse geocoding endpoint the 1,000 transactions per country is based on the country of the first data record returned from the Cloud service.
2. Term: Your ability to access and/or use The Cloud Service will end for your account upon 30 days from the first service request or when the transaction limits specified in section 1 are met, whichever comes first.
3. The terms in the SAP Software Use Rights (English) Р Exhibit 5 Р Pass Through Terms for Directories, located at http://go.sap.com/about/agreements/product-use-and-support-terms.html?product_use_and_support_terms=sur, apply to the use of SAP Data Quality Management, microservices for location data.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Identity Provisioning
1. USE. The Cloud Service may be used for non-productive testing and evaluation.
2. TERM. The term of use of the Cloud Service is 30 days from the date of Your first access to the Cloud Service under Your account.
3. RESTRICTIONS. This subscription is limited to non-productive testing and evaluation for not more than fifty (50) identities being provisioned between one source system and one target system, and access by one (1) administrative user. The Cloud Service may not be used to schedule tasks, and each job execution time is limited to two minutes.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Business Rules
1. USE. The Cloud Service may be used for non-productive testing and evaluation.
2. TERM. The term of use of the Cloud Service is 90 days from the date of Your first access to the Cloud Service under Your account.
3. RESTRICTIONS. This subscription is limited to not more than 5 Business Rule Projects with maximum of 10 business rules in each project. A maximum of 1000 Rule Service API invocations is allowed for the overall evaluation period of 90 days.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform, Cloud Foundry
1. RESTRICTIONS. The SAP Cloud Platform, Cloud Foundry trial will expire 90 days following the date You start the trial. SAP enforces quotas on resource usage as part of the SAP Cloud Platform, Cloud Foundry trial. SAP may change the quota at any time, including removing the quota on resources completely without notice to You. If SAP changes or removes the quota completely, You will still be able to access Your Cloud Foundry Organizations and Cloud Foundry Spaces during the trial period. After trial expires (or termination of the trial by Your or SAP in accordance with the Agreement), all of Your Content, quota, Cloud Foundry Organizations and Cloud Foundry Spaces will be deleted. SAP may stop resources after 24 hours of idle time. Stopped resources can be restarted by You during the trial period.
2. ACCESS: SAP requires Your email address, first name and last name used for initial Trial account creation to create Your user account for the SAP Cloud Platform, Cloud Foundry. The SAP Cloud Platform, Cloud Foundry account creation will be done in third party data centers depending on Your choice. The account creation could be done by SAP and/ or third party. SAP will not use Your email address, first name and last name used to create Your Trial account for any other purpose. Your email address, first name and last name used to create Your Trial account will be deleted when Your trial account is deleted.
Please scroll down and read the following SAP Cloud Platform Developer Edition Terms of Use carefully ("Agreement"). By clicking "I Accept", "I Agree" (or clicking a similar expression of acceptance) or by attempting to access or use the SAP Cloud Platform and associated services made available by SAP with the SAP Cloud Platform (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.
1. YOUR RIGHTS TO USE THE SERVICE. SAP shall make the Service and SAP Materials available to You during the term of this Agreement to remotely access and use the Service solely for Your own internal testing and evaluation of the Service as permitted by this Agreement and the Service documentation made available by SAP ("Documentation"). You are not permitted to use the Service in a productive manner or in any commercial manner. The right to use the Service is worldwide, with the exception of those countries listed on http://www.sap.com/company/legal/index.epx and subject to applicable export control laws.
2. WHAT'S INCLUDED. The Service includes the platform hosted in the SAP Cloud (the "Platform") on which Platform Applications (as defined below) can be uploaded and accessed by You and Your authorized end users ("End Users") for internal testing. As part of the Platform You may get access to an SAP HANA multitenant database container running in SAP Cloud. In addition to the Service (but not included in the Service), SAP makes available a software development kit (SDK), Eclipse Plug In (Plug In), and Cloud Foundry Command Line Interface (cf cli) Plug In. The SDK, Plug In and cf cli can be obtained by Customer at https://tools.hana.ondemand.com. Separate terms of use governing Your use of the SDK, Plug In and cf cli must be accepted by You when downloading the SDK, Plug In and cf cli. As part of the SDK a small footprint server can be downloaded to Your client so You can build and functionally test Custom Platform Applications before deploying them to the Platform. 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 the Platform 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 Platform. End Users are limited to screen-access to Platform Applications via the Internet and only in connection with Your testing and evaluation of the Service. You are responsible for providing access to End Users and ensuring End Users comply with the terms of this Agreement. You shall be liable for the acts and omissions of End 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 End Users based on or arising from the End Users' access to, or the unavailability of, the Service. You are responsible for all terms and conditions between You and End Users applicable to the Platform Applications. Compliance with such terms and conditions by You and Your End Users shall not (a) cause You to be in breach of the terms and conditions of this Agreement, or (b) require End 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 End Users for Platform Applications. SAP will not offer any support programs or services to End Users in connection with Platform Applications.
3. Additional Services. The Service also includes other services that SAP makes available for use solely in conjunction with the Platform ("Additional Services"). Supplementary terms for Additional Services are attached to this Agreement. SAP may exclude Your access to Additional Services.
4. RESTRICTIONS. This license 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.
5. 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.
6. 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 from SAP 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.
7. ACCEPTABLE USE. When using the Service, You shall not, and shall ensure that any End 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 disobey 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; or (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.
8. OTHER COMPANIES' WEB SITES. The Service may contain links to external Web sites (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 Web site, or any changes or updates to such sites. 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 Web site. 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.
9. THIRD-PARTY CONTENT. The Service may include content provided by third parties ("Content") for use in conjunction with the Service. This Content is provided "as is", and SAP makes no warranty as to the accuracy or completeness of such Content. You use such Content 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 Content.
10. 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.
11. CHANGES TO THE SERVICE. SAP may change or modify the Service at any time. Your sole recourse is termination of this Agreement.
12. YOUR CONTENT. By submitting, posting or displaying Your Application or other content or data (including content or data provided by End 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.
13. PUBLIC SOFTWARE. You may not use, and shall not permit any End 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. "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.
14. TERM AND TERMINATION. The term of this Agreement shall begin on the date you first access the Service and shall end upon termination by either party. You may terminate this Agreement at any time during the term upon ten days' advance written notice to SAP. Your failure to access the Service for a period of 30 days will be deemed a termination of this Agreement by You. The SAP HANA multitenant database container will run for periods of 12 hours once started. If the SAP HANA multitenant database container remains in a stopped state for 14 days, it will be removed from the Platform. SAP will provide three days’ notice of the planned deletion of the SAP HANA multitenant database container and you will be able to retrieve your data prior to removal. 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 or misappropriate the rights of any third party or violate any applicable law or regulation, or may result in harm to SAP, its customers, vendors or their systems. Either party may terminate this Agreement upon notice to the other party (including via email) in the event the other party breaches an obligation under this Agreement. 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.
15. SUPPORT. Under this Agreement SAP does not provide any support services for the Services.
16. WARRANTY.
a. 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.
b. 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.
17. LIMITATION OF LIABILITY:
a. 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.
b. 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.
18. 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 End 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.
19. 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 Application).
20. CONFIDENTIALITY. 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.
a. 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.
b. 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.
c. 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, including, without limitation, the following information regarding the Service: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Service; (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.
d. Your Feedback. You may provide, or SAP may solicit, input regarding the Service, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Service 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.
21. LAW/VENUE
a. 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.
b. 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
22. 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.
23. 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.
Supplemental Terms for Additional Services
Terms for SAP Mobile Documents
1. Use Rights: You may have up to five (5) End Users access SAP Mobile Documents for development and testing only. SAP may limit storage on SAP Mobile Documents in its reasonable discretion.
2. APIs: SAP Mobile Documents supports some libraries of the Content Management Interoperability Services (CMIS) standard implementation. SAP Mobile Documents may not support the CMIS standards in their entirety. You may use CMIS compliant APIs (not included with SAP Mobile Documents) to access the SAP Mobile Documents in accordance with this Agreement and to the extent supported by SAP. The use of APIs is at your option, and is subject to the API Use Terms, specified below.
3. API Use Terms: You may use supported third party technologies to connect SAP Mobile Documents to applications via APIs provided with SAP Mobile Documents. Any such connections are subject to the following conditions:
a. Your applications must not: (i) unreasonably impair, degrade or reduce the performance or security of SAP Mobile Documents; (ii) enable the bypassing or circumventing of SAP license restrictions and/or provide users with access to SAP Mobile Documents to which such users are not directly licensed; (iii) render or provide, without written consent from SAP, any information concerning SAP software license terms, SAP software, or any other information related to SAP products, or (iv) permit mass data or metadata extraction from SAP software to non-SAP software, including use, modification, saving or other processing of such data in the non-SAP software.
b. APIs are subject to ongoing changes. It is your responsibility to adapt your applications to such changes to APIs.
c. SAP is not responsible for any defect or malfunction in SAP Mobile Documents caused by your own APIs or other interfacing code.
Terms for SAP Jam
SAP may issue You up to three sets of Login credentials under Your account for the Service that can be used to access a single instance of SAP Jam for use in connection with the Service for development and testing only. You may not share these login credentials with any other person or entity, and You are solely responsible for any activity occurring under such login credentials. These login credentials are provided solely to allow You to develop and test integration scenarios You have created using the SAP Jam instance provided to You as part of the Service.
Terms for SAP Cloud Platform Web IDE
1. DEFINITIONS
a. “Tools” means the applications, editors, SDKs, application programming interfaces (“APIs”), templates, sample code, data integration connectors, development infrastructure cloud services and other similar developer software, documentation, quick start guides, and reference materials including classes and methods, that are utilized by developers to create Software Content that are made available to You by SAP on or through the SAP Web IDE area of the Platform.
b. “Software Content” means client and server-side application code, database artifacts, models, micro-service code, configurations, data, documentation, or other electronic materials created by You using the Tools licensed hereunder.
c. “SAP Software” means SAP proprietary software and database products licensed separately to users.
2. LICENSE: SAP makes the Tools available to You on the Platform solely for the purposes of designing, developing, testing, and demonstrating Content You develop under this Agreement that is compatible with SAP Software. The Tools may not be downloaded or used by You except via remote access to the Platform.
3. COVENANT NOT TO SUE: In exchange for the right to develop Content under this Agreement, You covenant not to assert any intellectual property rights in Content created by You against any SAP product, service, or future SAP development.
4. GENERAL: You may not use the Tools for (1) the purposes of demonstrating the Tools, or, (2) any type of non-development purposes.
5. RESTRICTIONS: You agree that the Content will not: (w) unreasonably impair, degrade or reduce the performance or security of any SAP Software, services, or related technology; (x) enable the bypassing or circumventing of any SAP license restrictions and/or provide any third party with access to the SAP Software or other SAP products to which such third party is not licensed or otherwise entitled; (y) render or provide, without prior written consent from SAP, any non-public information concerning SAP Software license terms, or any other non-public information related to SAP Software; or (z) permit mass data extraction from SAP Software to a non-SAP product for the purposes of replacing the SAP Software as the data’s system of record, including use, modification, saving or other processing of such data in the non-SAP product.
6. THIRD PARTY LICENSES: In the event the Content you create under this Agreement can be utilized to access, use, edit, copy, or extract data or database content from a third party database or software product, You understand that You are responsible for entering into a separate license with SAP or other party which grants You the applicable rights to the database or other software from which you are extracting and using data hereunder.
7. OWNERSHIP: Subject to SAP’s ownership of the SAP Software, the Service and Tools, the ownership of any Content You develop under this Agreement shall vest in You. Ownership of and title in the Tools and to all intellectual property rights in any SAP proprietary information embodied in the SAP Software and the Service are and shall remain in SAP and its licensors. You acquire only the rights expressly set forth under Section 2 above. Nothing in this Agreement shall in any way convey to You any ownership rights or title in or to the SAP Software, the Service or Tools. The SAP Software, the Service and Tools, may not be modified or altered in any way except by SAP.
8. TERM: The term of this Agreement for use of SAP Web IDE begins on the date You accept the terms of this Agreement as stated above and ends when terminated by You or SAP as permitted in this Agreement.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Mobile Services, mobile service for security
1. USE. The Cloud Service includes web-based access to a solution portal containing an application catalog, web-based access to the SAP Mobile Device Management Administrative Console for device administration and security functions, web-based access to the SAP Mobile Place for Device Enrollment and Self Service, web-based access to SAP Lumira for web-based analytics which can be accessed by You and any other features SAP may add during the term of this Agreement.
2. RESTRICTIONS. This license is limited to non-productive testing and evaluation for management of ten mobile devices using the Cloud Service, and access by one (1) administrative and reporting user.
3. Terms Applicable to Navteq Service: The Cloud Service includes third party services provided by Navteq. The following terms apply to use of the NavTeq service by You and Your Company:
a. Restrictions Against Sales Lead. NAVTEQ Europe B.V. ("NT") licenses points of interest ("POI's") from a third party supplier. Based on restrictions imposed on NT by such supplier: POIs included in the NT data may not be used to generate sales lead information in the form of American Standard Code for Information Interchange ("ASCII") or other text-formatted lists of category-specific business listings which (i) include complete mailing address for each business, and (ii) contain a substantial portion of such listings for a particular county, city, state, or zip code region; provided, however, that the foregoing restriction shall not include any application where mailing address or phone numbers are provided in a bit map graphical image or in another non-text format.
b. U.S. Government End-Users.
If the Navteq service as part of the Service is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Service (hereinafter "Covered Products and Services") is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with this Agreement and each copy of Covered Products and Services delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice:
NOTICE OF USE
CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: NAVTEQ
CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 425 W. Randolph St., Chicago, Illinois 60606
These Covered Products and Services are a commercial item as defined in FAR 2.101 and is subject to the Agreement under which these Covered Products and Services were provided.
© 20XX NAVTEQ – All rights reserved.
If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NT prior to seeking additional or alternative rights in the Covered Products and Services.
c. Additional Terms. You agree that Your use of the Navteq services is subject to and governed by the then-current terms located at http://maps.nokia.com/services/terms. It is Your obligation to review such terms for updates which shall be binding on You.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Mobile Services, mobile service for SAP Fiori
1. USE. The Cloud Service includes web-based access to a solution portal containing an application catalog, web-based access to a cloud build service and packaging service for hybrid application generation, runtime access to SAP HCP mobile service for development and operations for security settings and data services, web-based access to the SAP Mobile Place for over-the-air application installation, and any other features SAP may add during the term of this Agreement.
2. RESTRICTIONS. This subscription is limited to non-productive testing and evaluation for the creation of not more than two (2) mobile applications, deployed to no more than ten (10) mobile devices, and access by one (1) administrative user. The cloud build service can be accessed up to 5 times in any 24 hour period.
Supplemental Terms for Additional Services
Terms for SAP Data Quality Management, microservices for location data
1. Use Rights: You may process up to 1,000 transactions per country-specific address. For the reverse geocoding endpoint the 1,000 transactions per country is based on the country of the first data record returned from the Cloud service.
2. Term: Your ability to access and/or use The Cloud Service will end for your account upon 30 days from the first service request or when the transaction limits specified in section 1 are met, whichever comes first.
3. The terms in the SAP Software Use Rights (English) Р Exhibit 5 Р Pass Through Terms for Directories, located at http://go.sap.com/about/agreements/product-use-and-support-terms.html?product_use_and_support_terms=sur, apply to the use of SAP Data Quality Management, microservices for location data.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Identity Provisioning
1. USE. The Cloud Service may be used for non-productive testing and evaluation.
2. TERM. The term of use of the Cloud Service is 30 days from the date of Your first access to the Cloud Service under Your account.
3. RESTRICTIONS. This subscription is limited to non-productive testing and evaluation for not more than fifty (50) identities being provisioned between one source system and one target system, and access by one (1) administrative user. The Cloud Service may not be used to schedule tasks, and each job execution time is limited to two minutes.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform Business Rules
1. USE. The Cloud Service may be used for non-productive testing and evaluation.
2. TERM. The term of use of the Cloud Service is 90 days from the date of Your first access to the Cloud Service under Your account.
3. RESTRICTIONS. This subscription is limited to not more than 5 Business Rule Projects with maximum of 10 business rules in each project. A maximum of 1000 Rule Service API invocations is allowed for the overall evaluation period of 90 days.
Supplemental Terms for Additional Services
Terms for SAP Cloud Platform, Cloud Foundry
1. RESTRICTIONS. The SAP Cloud Platform, Cloud Foundry trial will expire 90 days following the date You start the trial. SAP enforces quotas on resource usage as part of the SAP Cloud Platform, Cloud Foundry trial. SAP may change the quota at any time, including removing the quota on resources completely without notice to You. If SAP changes or removes the quota completely, You will still be able to access Your Cloud Foundry Organizations and Cloud Foundry Spaces during the trial period. After trial expires (or termination of the trial by Your or SAP in accordance with the Agreement), all of Your Content, quota, Cloud Foundry Organizations and Cloud Foundry Spaces will be deleted. SAP may stop resources after 24 hours of idle time. Stopped resources can be restarted by You during the trial period.
2. ACCESS: SAP requires Your email address, first name and last name used for initial Trial account creation to create Your user account for the SAP Cloud Platform, Cloud Foundry. The SAP Cloud Platform, Cloud Foundry account creation will be done in third party data centers depending on Your choice. The account creation could be done by SAP and/ or third party. SAP will not use Your email address, first name and last name used to create Your Trial account for any other purpose. Your email address, first name and last name used to create Your Trial account will be deleted when Your trial account is deleted.