END USER LICENSE AGREEMENT
Please scroll down and read the following end user license agreement carefully. This is a legally binding agreement ("Agreement") between Company and SAP SE which provides the terms of your use of the SAP mobile application ("Software"). By clicking "I Accept" or by installing and/or using the Software, you on behalf of the Company are agreeing to all of the terms and conditions stated in this Agreement. If you do not agree to these terms, do not click "agree", and do not use the Software. You represent and warrant that you have the authority to bind the Company to the terms of this Agreement
- Definitions: "SAP" refers to SAP SE, for and on behalf of itself and its subsidiaries and affiliates as defined in Section 15 German Stock Corporation Act. "Company" refers to the entity with which you are employed, affiliated or associated and that wishes to use the Software. "Third Party App Store" refers to the respective offering by a third party which operates an online marketplace for distribution of mobile applications. "You" or "you" refers to the individual that accepts the terms of this Agreement on behalf of Company.
- Supported Devices: The Software supports certain mobile devices, and data networks such as 3G, EDGE and WiFi, and enables users to access SAP Backend Standard Software or certain SAP solutions made available through the Internet ("Cloud Services") (together "SAP Standard Software") for use of specifically enabled business processes through such mobile devices.
- Intellectual Property: SAP retains all ownership and intellectual property rights in the Software. Company shall, and shall ensure that others do not: a) remove or modify any marks or proprietary notices of SAP, b) provide or make the Software available to any third party, c) use the Software to provide third party training for SAP products, d) assign this Agreement or give or transfer the Software or an interest in them to another individual or entity, e) decompile, disassemble or reverse engineer (except to the extent permitted by applicable law) the Software, f) create derivative works of or based on the Software or g) use any SAP name, trademark or logo.
- Customer Data:
- "Customer Data" means any data and information that Company uploads or transmits through the Software or that Company derives from its use of the Software; except for any SAP Confidential Information. Company hereby grants SAP a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, limited license, including the right to sublicense and assign to third parties, and right to store, use, copy, reproduce, fix, adapt, process, analyze, introduce into circulation, publish, distribute, transmit, display, perform, or provide access to electronically, broadcast, communicate by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, Customer Data through the Software and solely for the purpose of providing the Cloud Service through use of the Software as set forth in this Agreement as well as in the Documentation.
- By transmitting or submitting any Customer Data while using the Mobile App, Company affirms, represents and warrants that such transmission or submission is (i) accurate; (ii) not in violation of any laws, contractual restrictions or other third-party rights, and that Company has permission from any third party whose information or intellectual property is comprised in the Customer Data; and (iii) to the extent managed by current and up-to-date software security tools, free of viruses, adware, spyware, worms or other malicious code.
- Warranty: As there is no charge for the license of the Software hereunder, You are not entitled to the elimination of any defects or to subsequent delivery of Software. SAP will compensate for loss or wasted anticipatory expenditure arising out of defects subject to the limitation of liability in section 7 herein.
- SAP is liable for damages or wasted anticipatory expenditures, in tort or otherwise, only (a) under German product liability legislation, (b) for SAP's gross negligence or intent, (c) for absence of an expressly assured or guaranteed quality, or (d) for personal injury.
- Where SAP is liable for grossly negligent acts of its employees who are not directors or officers of SAP, SAP's total liability for damages is limited to that liability and to not more than the quantum of loss that SAP ought, in the light of its knowledge of circumstances at the time this Agreement was made, to have foreseen as typical in connection with provision and licensed use of Software.
- Where SAP is liable under section 7.2, it is not liable for indirect loss, consequential damages, or loss of profit.
- SAP and Company agree that the typical foreseeable quantum of loss cannot exceed €50,000 in any case.
- Company undertakes to take appropriate steps to safeguard its data and programs, including without limitation making backup copies not less frequently than is recommended by SAP. Notwithstanding the other limitations of this section 7, SAP is not liable for the loss of data and its recreation, in so far as this would have been avoidable through observance of this obligation.
- The benefit of exclusions and limitations in this section 7 also extends to claims of Company against employees, contractors, and agents of SAP.
- Indemnification: SAP will defend at its own expense any legal proceeding brought against Company, to the extent that such proceeding is based on a claim that the use of the Software as permitted under this Agreement represents an infringement or misappropriation of a third party's copyright, patent, or a trade secret, and will pay all damages and costs awarded by a court of final appeal attributable to such claim; provided, however, that Company: a) provide notice of the claim promptly to SAP (but no later than one (1) month after Company received notice of the claim), b) give SAP sole control of the defense and settlement of the claim, provided that Company, at Company's option and expense, may also be represented in the legal proceeding by independent counsel, c) provides to SAP, at SAP's expense, all commercially reasonable information, assistance and authority to defend such claim and d) have not compromised or settled such proceeding without SAP's prior written consent. SAP shall have no liability for any infringement or claim which results from the use of the Software provided hereunder in combination with any equipment, software or data not provided or approved by SAP. This section states the entire liability of SAP with respect to the indemnification of any intellectual property right infringement hereunder and there shall be no additional liability with respect to any alleged or proven infringement. Section 7 shall apply accordingly.
- Support: SAP is solely responsible for providing, and Third Party App Store provider has no obligation to provide, maintenance and support for the Software. SAP may offer support for the Software - at its sole discretion - by e.g. provisioning of updates, patches, bug fixes and new versions via the Third Party App Store according to SAP then current existing support offerings. In the event SAP provides such support via Third Party App Store, the timely availability of this support is dependent on Third Party App Store cooperation in due time for which SAP is not responsible.
- Data Protection: You are using this Software in connection with SAP Standard Software under an enterprise or subscription agreement that Company has entered into with SAP. The Data Controller for the Service is the organization that has an agreement with SAP (for instance, your employer). SAP generally processes Personal Data based on the data protection agreement that Company has with SAP. In most cases, if you wish to exercise your European data protection rights, you will need to contact your Company.
- Term and Termination: Company may terminate this Agreement by destroying all copies of the Software on Company's mobile devices. SAP shall be entitled to terminate Company's licenses to use the Software if Company or you fail to comply with any of the terms of this Agreement. This Agreement terminates automatically upon termination or expiration of the SAP Standard Software agreement between Company and either the respective SAP entity or the authorized SAP reselling partner. In case of termination or expiration of this Agreement, Company must destroy all copies of the Software on Company's mobile devices.
- Law/Venue: German law applies exclusively to all claims in contract, in tort or otherwise, and the UN sales laws convention is excluded. If You are a merchant within the meaning of the German Commercial Code (HGB), section 1, or a public-law juristic person or special fund, the sole place of jurisdiction for all differences arising out of or in connection with the Software Agreement shall be Karlsruhe.
- Third Party Product License Terms:
- Miscellaneous: This Agreement is the complete Agreement for the Software licensed (including reference to information/documentation contained in a URL). This Agreement supersedes all prior or contemporaneous agreements or representations with regards to the subject matter of this Agreement. If any term of this Agreement is found to be invalid or unenforceable, the surviving provisions shall remain effective. SAP's failure to enforce any right or provisions stipulated in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement.
Company and SAP agree that: (a) this Agreement is between SAP and Company, and that Third Party App Store provider is not a party to this Agreement; (b) that SAP is solely responsible for the Software and the content thereof; (c) that Third Party App Store provider and its subsidiaries, are third party beneficiaries of this Agreement, and d) Third Party App Store provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Company as a third party beneficiary hereof, but only if Company accepts the terms of this Agreement as outlined above.