|
The Software Order Form does not include fees for professional services, which shall be billed under separate statements of work in
<br />accord with the Professional Services Schedule.
<br />1.15 "Territory" means the world except for those countries prohibited by United States' export laws, and further subject to Section
<br />12.4 of the GTC.
<br />1.16 "Third Party Software" means (i) any and all software products and content licensed to Licensee under this Agreement as
<br />specified in Software Order Forms hereto, all as developed by companies other than SAP, SAP AG, Business Objects Software Limited
<br />and/or any of their affiliated companies and delivered to Licensee hereunder; (ii) any new releases thereof made available through
<br />unrestricted shipment pursuant to the respective SAP Support Schedule and (iii) any complete or partial copies of any of the
<br />foregoing.
<br />1.17 "Use" means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display
<br />information resulting from such capabilities.
<br />1.18 "Use Terms" means, with regard to Software specified in a Software Order Form, the SAP Software Use Rights document
<br />current at the time of execution of such Software Order Form, copies of which are found at www.sap.com/company/legal/index.erx
<br />and made a part hereof. Such SAP Software Use Rights documents are incorporated herein by reference. SAP recommends Licensee
<br />prints copies of the applicable SAP Software Use Rights documents for Licensee's own records
<br />LICENSE GRANT.
<br />2.1 License.
<br />2.1.1 Subject to Licensee's compliance with all the terms and conditions of this Agreement, SAP grants to Licensee a non-
<br />exclusive, perpetual (except for subscription based or term licenses) license to Use the Software, Documentation, and other SAP
<br />Materials at specified site(s) within the Territory to run Licensee's and its Affiliates' internal business operations (including customer
<br />back-up and passive disaster recovery) and to provide internal training and testing for such internal business operations and as
<br />further set forth in the Software Order Form, unless terminated in accordance with Section 5 herein. This license does not permit
<br />Licensee (without being limited specifically to such restrictions) to: (i) use the SAP Materials to provide services to third parties (e.g.,
<br />business process outsourcing, service bureau applications or third party training) other than to Affiliates (subject to Section 2.2); (ii)
<br />lease, loan, resell, sublicense or otherwise distribute the SAP Materials, other than distribution to Affiliates (subject to Section 2.2);
<br />(iii) make any Use of or perform any acts with respect to the SAP Materials other than as expressly permitted in accordance with the
<br />terms of this Agreement; or (iv) use Software components other than those specifically identified in the Software Order Form, even if
<br />it is also technically possible for Licensee to access other Software components. Business Partners may Use the Software only
<br />through screen access and solely in conjunction with Licensee's Use and may not Use the Software to run any of Business Partners'
<br />business operations.
<br />2.1.2 Licensee agrees to install the Software only on information technology devices (e.g. hard disks or central processing
<br />units) identified by Licensee pursuant to this Agreement and that has been previously approved by SAP in writing or otherwise
<br />officially made known to the public as appropriate for Use or interoperation with the Software (the "Designated Unit"). Licensee must
<br />hold the required licenses as stated herein and in the applicable Order Forms, for any individuals that Use the Software, including
<br />employees or agents of Affiliates and Business Partners. Use may occur by way of an interface delivered with or as a part of the
<br />Software, a Licensee or third -party interface, or another intermediary system.
<br />2.1.3 The terms and conditions of this Agreement relative to "Software" apply to Third Party Software except as otherwise
<br />stated in the Software Use Rights Schedule, a Schedule, an Order Form, or an Amendment.
<br />2.2 Affiliate Use. Affiliates' Use of the Software, Documentation and other SAP Materials to run their internal business operations
<br />as permitted under Section 2.1.1 is subject to the following: (i) the Affiliate agrees to be bound by the terms herein in the form of
<br />Schedule A ("Affiliate Use Agreement") attached hereto; and (ii) a breach of such Affiliate Use Agreement by Affiliate shall be
<br />considered a breach by Licensee hereunder. If Licensee has an affiliate or subsidiary with a separate agreement for SAP software
<br />licenses and/or support services with SAP AG, any SAP AG affiliate (including SAP) or any other distributor of SAP software, the
<br />Software shall not be Used to run such affiliate's or subsidiary's business operations and such affiliate or subsidiary shall not receive
<br />any support services under this Agreement even if such separate agreement has expired or is terminated, unless otherwise agreed to
<br />in writing by the parties.
<br />2.3 Outsourcing Services. With SAP's prior written consent, Licensee may permit services providers to access the Software solely
<br />for the purpose of providing facility, implementation, systems, application management or disaster recovery services to Licensee in
<br />connection with the business of Licensee for which the Software is herein licensed provided: (i) Licensee and such services provider
<br />execute a written agreement that includes provisions requiring such services provider's compliance with the terms of this Agreement
<br />prior to such access, including without limitation non -disclosure of SAP Confidential Information; (ii) Licensee shall hold the required
<br />licenses as stated in the Use Terms for all employees of such services provider authorized to access the Software; (iii) such services
<br />provider shall be permitted to Use the Software solely to install and configure the Software in accordance with the business of
<br />Licensee as set forth herein (or in the case of a disaster recovery vendor, to provide disaster recovery services only); (iv) under no
<br />circumstances may such services provider Use the Software to operate or provide processing services to Licensee or any other party,
<br />or in connection with such services provider's own business operations; (v) Licensee shall be responsible for any additional
<br />Software, migration tools, or third party software needed to effect such transition; and (vi) Licensee expressly agrees to indemnify
<br />SAP, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including
<br />reasonable attorney fees) suffered by SAP arising from a breach by the services provider of the conditions of this Agreement. Upon
<br />SAP request, Licensee shall provide written confirmation to SAP that items (i)-(iv) are fulfilled.
<br />3. VERIFICATION. SAP shall be permitted to audit (at least once annually and in accordance with SAP standard procedures,
<br />which may include on -site and/or remote audit) the usage of the SAP Materials. Licensee shall cooperate reasonably in the conduct
<br />of such audits. In the event an audit reveals that (i) Licensee underpaid license fees and/or SAP Support fees to SAP and/or (ii) that
<br />Licensee has Used the Software in excess of the license quantities or levels stated in the Software Order Form, Licensee shall pay
<br />such underpaid fees and/or for such excess usage based on SAP List of Prices and Conditions Software and Support governing use in
<br />effect at the time of the audit, and shall execute an additional Software Order Form in accordance with the terms of this Agreement
<br />SAP Confidential 2
<br />SAP General Terms and Conditions enUS.v.5-2011
<br />
|