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
1. 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. "Apple" refers to Apple, Inc. and its majority owned
affiliates. “You” or “you” refers to the individual that accepts the terms of
this Agreement on behalf of Company.
2. Supported
Devices: The
Software supports certain Apple mobile devices, and data networks such as 3G,
EDGE and WiFi, and enables users to access SAP Backend Standard Software (“SAP Standard Software”) for use
of specifically enabled business processes through such Apple mobile devices.
3. License: Subject to the terms,
conditions and limitations stated in this Agreement the SAP Store Terms of Use
and the Apple App Store Terms of Service, as applicable, SAP grants Company a ,
non-exclusive, non-transferable, non-sublicensable,
revocable, limited license to run the Software on Company’s Apple mobile device
solely for the purpose of using the Software to access SAP Standard Software
that Company has licensed or has the right to use under a separate license
agreement with either an SAP entity or an authorized SAP reselling partner and
only during the term of such agreement. For the avoidance of doubt, this
Agreement does not include a license for SAP Standard Software. Company is not
permitted to use the Software for any purpose other than as expressly permitted
under this Agreement. All regulations – if applicable – of the
aforementioned SAP Standard Software license agreement shall apply to
use/access of SAP Standard Software through the Software. SAP may audit your
and Company’s use of the Software. Company may only use the Software on your
mobile device, and may not transfer the Software to another mobile device.
Company shall use the Software only in a manner consistent with this Agreement
and the documentation (the “Documentation”) which SAP may provide, in its sole
discretion, in electronic and/or printed form with the Software and which can
be found under http://service.sap.com
.
4. 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.
5. User
Content:
a) "User
Content" means any communications, images, and all the material, data, and
information that Company uploads or transmits through Software.
b) Company
hereby grants SAP a perpetual and irrevocable, worldwide, fully paid-up and
royalty free, non-exclusive, unlimited license, including the right to sublicense,
and right to store, use, copy, reproduce, process, analyze, publish, transmit,
publicly display, publicly perform, or provide access to electronically, Company’s
User Content solely for the purpose as set forth in this Agreement as well
as in the Documentation.
c) By
transmitting or submitting any User Content while using the Software, 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 User Content; and (iii) free of viruses, adware,
spyware, worms or other malicious code.
d) Company
acknowledges and agrees that any of Company’s personal information within such
content will at all times be processed by SAP in accordance with its Privacy
Policy (http://www.sap.com/corporate-en/our-company/legal/privacy.epx).
6. 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.
7. Liability:
7.1. 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.
7.2 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 License Agreement was made, to have
foreseen as typical in connection with provision and licensed use of Software.
7.3. Where
SAP is liable under section 7.2, it is not liable for indirect loss,
consequential damages, or loss of profit.
7.4 SAP and
Licensee agree that the typical foreseeable quantum of loss cannot exceed
€50,000 in any case.
7.5. Licensee
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.
7.6. The
benefit of exclusions and limitations in this section 7 also extends to claims
of Customer against employees, contractors, and agents of SAP.
8. 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.
9. Export: The Software is subject to
German, EU and US export control regulations. Company confirms that: a) Company
will not use the Software for, and will not allow the Software to be used for,
any purposes prohibited by German, EU and US law, including, without
limitation, for the development, design, manufacture or production of nuclear,
chemical or biological weapons of mass destruction, b) Company is not located
in a country that is subject to a U.S. Government embargo, or that has been
designated by the U.S. Government as a "terrorist supporting"
country, c) you are not a citizen, national or resident of, and are not under
the control of, the government of: Cuba, Iran, Sudan, Iraq, North Korea, Syria,
nor any other country to which the United States has prohibited export, d)
Company will not download or otherwise export or re-export the Software,
directly or indirectly, neither to the above-mentioned countries nor to
citizens, nationals or residents of those countries, e) you are not listed on
the United States Department of Treasury lists of Specially Designated Nationals,
Specially Designated Terrorists, and Specially Designated Narcotic Traffickers,
nor listed on the United States Department of Commerce Table of Denial Orders
or any other U.S. government list of prohibited or restricted parties and f)
Company will not download or otherwise export or re-export the Software,
directly or indirectly, to persons on the above-mentioned lists.
10. Support: SAP is solely responsible for
providing, and Apple 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
Apple App Store according to SAP then current existing support offerings. In
the event SAP provides such support via itunes, the
timely availability of this support is dependent on Apple cooperation in due
time for which SAP is not responsible.
11. Data
Protection: SAP
and Company must comply with the provisions of the law of data protection.
Where SAP is granted access (for example, for remote maintenance) to hardware
and software that Company uses, it is not the intention that SAP process or use
personal data for business purposes. Rather, transfer of personal data will
only take place in exceptional circumstances, as an incidental effect of SAP’s
performing its contractual duties. If in the course of contract
maintenance SAP stores, processes, or uses personal data, it will comply with
Company’s instructions in that respect. Additional remuneration is payable by
Company to the extent such instructions require goods, works, or services not
included in the contract. SAP and Company must implement the technical and
organizational measures required by the German Federal Data Protection Act,
section 9 and the schedule thereto, to protect personal data from misuse. SAP
will deploy on work involving the processing of personal data only personnel
bound to data secrecy in the meaning of the German Federal Data Protection Act,
section 5. SAP will bind to the applicable provisions of the law of data
protection any subcontractor with access to personal data. If the subcontractor
is not domiciled in the European Union (EU), SAP will take steps to achieve a
level of data protection that is appropriate in accordance with EU data protection
requirements. Company must ensure that all legal requirements on your part are
met so that SAP can perform its contractual services without infringing the
law. Company acknowledges and agrees that any of Company’s personal information
will at all times be processed by SAP in accordance with its Privacy Policy (http://www.sap.com/corporate-en/our-company/legal/privacy.epx).
12. Term
and Termination:
Company may terminate this Agreement by destroying all copies of the Software
on Company’s Apple mobile device. 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 Apple mobile devices.
13. 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.
14. Third Party
Product License Terms:
14.1 Google
Maps Service (“GM Service”). In case the Software accesses the GM Service
through a Google Maps API, Company’s use of the GM Service is subject to
Google’s Terms of Service which are set forth on: http://www.google.com/intl/en/policies/terms/.
If You do not accept such Google Terms of Service, including, but not limited
to all limitations and restrictions therein, You may
not use the GM Service in the Software. You acknowledge and agree that use of
the GM Service in or through the Software will constitute your acceptance of
Google´s Terms of Service. Your usage of GM Service within the Software can be
terminated by SAP without stating any reason at any time. In that case SAP is
not required to provide an equivalent service via another provider. You or
Company are not entitled to seek any damages thereof.
14.2 Bing Maps
Service (“BM Service”). In case the Software accesses the BM Service through a
Bing Maps API, Company’s use of the BM Service is subject to Microsoft’s Terms
of Use which are set forth on: http://www.microsoft.com/maps/assets/docs/terms.aspx#l1. If
Company does not accept such Microsoft Terms of Use, including, but not limited
to all limitations and restrictions therein, you or Company may not use the BM
Service in the Software. Company acknowledges and agrees that use of the BM
Service in or through the Software will constitute Company’s acceptance of
Microsoft’s Terms of Use. Company’s usage of BM Service within the Software can
be terminated by SAP without stating any reason at any time. In that case SAP
is not required to provide an equivalent service via another provider. Company
is not entitled to seek any damages thereof.
15. 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 Apple
is not a party to this Agreement; (b) that SAP is solely responsible for the
Software and the content thereof; (c) that Apple, and Apple's subsidiaries, are
third party beneficiaries of this Agreement, and d) Apple 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.
16. Contact: If you have any questions or
support-issues with regards to the Software please refer to our help portal: http://service.sap.com