Version 2 (June 2017)
2. Acceptance of Terms
Unless otherwise agreed to in a separate signed writing, Your access and use of the SAP Ariba Connect site, Materials, or any services provided on SAP Ariba Connect (any Services), are subject to this TOU. Additionally, Your use of the SAP Ariba Connect site, Materials, and Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any, Additional Legal Terms), which may be posted on the SAP Ariba Connect site where applicable. You may not use this site unless You are granted the right to do so as (i) an authorized licensee's of SAP Ariba products and/or cloud services, where the licensee obtained its license directly from SAP or an affiliated company ("Direct Licensee"); (ii) a representative of an alliance partners or reseller under agreement with SAP relating to the SAP Ariba products and/or cloud services; and (iv) authorized licensees of SAP Ariba cloud services and/or products, where the licensee obtained a valid license from one of SAP’s channel partners ("Indirect Licensee), (v) certain suppliers on the Ariba Network to which SAP decides to grant access to the site; or (vi) an SAP employee or consultant acting in the scope of employment.
This TOU and the applicable Additional Legal Terms (together Controlling Terms) form a legally binding agreement between You and SAP regarding Your access and use of the SAP Ariba Connect site, Materials, and the Services. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. Whenever there is a conflict between the terms in this TOU and Your software license, subscription agreement, partnership and/or maintenance agreement, the terms of this TOU shall control Your access and use of SAP Ariba Connect, Materials and Services.
By accessing or using SAP Ariba Connect, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You must not attempt to access or use SAP Ariba Connect. This TOU does not modify any existing customer support agreements with SAP.
3. Changes and Notices
4. Confidential Information
You agree not to reproduce any Confidential Information (defined below) to which you are provided access through the SAP Ariba Connect site in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of SAP and/or its original owner, and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of SAP. You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on Materials or Services, or compete with Materials or Services in whole or in part. As used herein, Confidential Information shall mean all trade secrets and other information, Materials or Services which SAP or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through SAP Ariba Connect, pursuant to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure. Reasonable steps means those steps You and/or Your company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care. You shall not be obligated to treat information as Confidential Information if such information (i) was rightfully in Your possession prior to receipt from or disclosure by SAP; or (ii) is or becomes public knowledge other than through Your fault; or (iii) is or was rightfully disclosed to You by a source other than SAP or any party under their respective control; or (iv) is independently developed by You without use of the Confidential Information disclosed hereunder; or (v) must be disclosed by You according to mandatory applicable law. You are not permitted to access SAP or third party Confidential Information which You are not explicitly licensed to use as set forth in Your software license, subscription agreement, partnership and/or maintenance agreement.
5. Your User Information, Privacy, and Data Protection
Your user ID and password (User Information) is provided to You for Your sole access to SAP Ariba Connect. You have to keep Your User Information secure. You are solely responsible with regard to usage and security of Your User Information and any activities that occur under Your account.
You understand and agree that SAP collects, uses, stores and otherwise processes Your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing the Services subject to the SAP Ariba Privacy Statement. Collection and processing of personal information will be treated in compliance with SAPs Privacy Statement, the Federal German Data Protection Act (Bundesdatenschutzgesetz), and other applicable legislation. You agree that SAP may access, preserve and disclose Your User Information and other personal data if required to do so by law or to: (i) comply with a legal process; (ii) respond to claims that Your usage of SAP Ariba Connect violates the rights of third parties or (iii) protect the rights, property or personal safety of SAP, other users, and the public.
YOU AGREE TO COMPLY WITH THE TERMS OF THE SAP PRIVACY STATEMENT, WHICH CAN BE FOUND BY CLICKING ON PRIVACY AT THE BOTTOM OF EACH WEB PAGE COMPRISING THE SAP ARIBA CONNECT SITE.
6. Copyright Policy
Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders rights. You agree that You will not use SAP Ariba Connect to infringe the Intellectual Property Rights of SAP or others in any way. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of third party software, or any Materials accessed on SAP Ariba Connect. As used herein, Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
You agree to comply with the terms of the SAP Copyright Policy, which can be found BELOW OR by clicking on COPYRIGHT/TRADEMARK at the bottom of EACH web page comprising the SAP Ariba Connect site.
7. Responsibility for Links
SAP Ariba Connect may contain links to external Web sites and information provided on such external websites by SAP partners and third-party service providers. SAP shall not be responsible for the contents of any linked website, or any changes or updates to such 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 website.
8. Intellectual Property Rights
Your access to and use of any SAP software provided on SAP Ariba Connect is subject to Your separate software license, cloud service subscription agreement, partnership and/or maintenance agreement for such SAP software which is supplemented by this TOU. All Intellectual Proprietary Rights to any SAP software, Materials and Services shall belong to SAP. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any SAP software, Materials, or Services for any reason unless otherwise permitted by law. You hereby agree to assign and do assign to SAP any modifications or derivative works of any SAP software, Materials or Service made by You in contravention of this limitation.
9. Permissible Use of SAP Ariba Connect and SAP Ariba Connect MATERIALS
Usage of Materials and Services provided on SAP Ariba Connect is permitted only for Your sole business purpose in the scope of this TOU and Your valid software license, subscription agreement, partnership agreement and/or maintenance agreement for SAP software. SAP software, Materials and/or Services made available on SAP Ariba Connect may not be accessed, used or distributed by or to any third party unless stated otherwise in Your valid software license, subscription agreement, partnership and/or maintenance agreement. This restriction notwithstanding, Materials and Services may be accessed and used by third parties as long as such third party is acting on Your behalf or as Your subcontractor and in the scope of Your valid software license, subscription agreement, partnership and/or maintenance agreement and solely for Your sole business purposes. You are responsible to ensure that any service of such third party is in compliance with this TOU and the requirements of such software license, subscription agreement, partnership and/or maintenance agreement.
You are permitted to use SAP Ariba Connect only in strict compliance with the terms of this TOU and Your valid separate software license, subscription agreement, partnership and/or maintenance agreement, so long as SAP Materials and Services are not being gathered for a use in any manner which is or could be detrimental to SAP (unless such use is otherwise protected by law).
Use of SAP Ariba Connect for any other purpose is prohibited without the express permission of SAP.
10. Termination and Accountability
In the event You are in material breach of the Controlling Terms, SAP may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of SAP Ariba Connect. SAP may remove any Materials posted on SAP Ariba Connect at SAPs sole discretion in compliance with its respective software license and maintenance agreements. SAP shall not be liable to You or any third party for any termination or change to SAP Ariba Connect and/or the Materials and Services unless provided otherwise in its respective software license and maintenance agreements.
You agree not to use SAP Ariba Connect to:
publish, upload, post, email, transmit or otherwise make available any content that (a) You do not have the right to make available (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (c) infringes any Intellectual Property Rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;
defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity;
impersonate any person or entity, including, but not limited to, an SAP official, SAP employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
forge email headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
interfere with or disrupt the Services, servers, or networks which support the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
violate any applicable local, state, national or international law and any regulations;
harvest, collect, or store personal information or data of other users.
You agree to indemnify and hold SAP, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your content or Your usage of the SAP Ariba Connect site, Materials or Services, Your breach of this TOU or SAPs Copyright or Privacy Statements, or Your alleged violation of any other rights of a third party.
12. Exclusion of Software Warranties
Unless provided otherwise in Your software license, subscription agreement, partnership and/or maintenance agreement, SAP does not guarantee or warrant any features or qualities of the SAP Ariba Connect site, Materials, or Services or give any undertaking with regard to any other quality. To the fullest extent allowable by law SAP hereby disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Statements and explanations to SAp Ariba Connect site Portal, Materials or Services in promotional material or on SAp Ariba Connect site Portal and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by You from any published SAP description of or advertisement except to the extent SAP has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of SAPs management.
SAP does not represent or endorse the accuracy or reliability of any (i) links to web-pages of third parties contained on the SAP Ariba Connect site, or the content obtainable on such web-pages or (ii) information provided by third parties on the SAP Ariba Connect site. SAP only reviews whether the content of such web-page at the time it was linked, and information provided by third parties on the SAP Ariba Connect site evidently contains illegal contents or infringements against intellectual property rights. SAP will not permanently control and/or review the linked web-pages and the information provided by third parties but upon sufficiently proven indication will remove the respective link and/or information. SAP shall not be liable for damages caused by the use of the content and/or information, unless such damages have been caused by SAPs willful misconduct, gross negligence or SAPs failure to fulfill its duty to review as stipulated herein.
13. Limitation of Liability
UNLESS PROVIDED OTHERWISE IN YOUR SOFTWARE LICENSE, SUBSCRIPTION AGREEMENT, PARTNERSHIP AND/OR MAINTENANCE AGREEMENT,TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, SAP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SAP ARIBA CONNECT SITE, MATERIALS OR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY MATERIALS, OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON THE SAP ARIBA CONNECT SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE SAP ARIBA CONNECT SITE; OR (V) ANY OTHER MATTER RELATING TO THE SAP ARIBA CONNECT SITE, MATERIALS OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY SAP AND IN CASE OF SAPS STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.
14. Applicable Law
This site is created and controlled by an SAP affiliate in the United States. Therefore, the laws of the state of California and the federal laws of the United States will govern this TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that are applicable to the transmission of data on the internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.
Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or SAPs written request, You must cease use of Confidential Information, discoveries, and/or Services and return or destroy all Confidential Information in Your possession or control.
16. Waiver and Severability
The failure of SAP to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.