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Software to any non -SAP software, including use, modification saving or other processing of data in the non -SAP software; nor
<br />unreasonably impair, degrade or reduce the performance or security of the Software; nor render or provide any information
<br />concerning SAP software license terms, Software, or any other information related to SAP products.
<br />6.3.3 Licensee covenants, on behalf of itself and its successors and assigns, not to assert against SAP or its affiliated companies, or
<br />their resellers, distributors, suppliers, commercial partners and customers, any rights in any Modifications developed by or on behalf
<br />of Licensee without SAP participation or Licensee Add-ons , or any other functionality of the SAP Software accessed by such
<br />Modification developed by or on behalf of Licensee without SAP participation or Licensee Add -on.
<br />PERFORMANCE WARRANTY.
<br />7.1 Warranty. SAP warrants that the Software will substantially conform to the specifications contained in the Documentation for
<br />six months following delivery. The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation;
<br />or (ii) if the defect is caused by a Modification or Add -on (other than a Modification or Add -on made by SAP and which is provided
<br />through SAP Support or under warranty), Licensee or third -party software. SAP does not warrant that the Software will operate
<br />uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the
<br />applications contained in the Software are designed to meet all of Licensee's business requirements. Provided Licensee notifies SAP
<br />in writing with a specific description of the Software's nonconformance within the warranty period and SAP validates the existence of
<br />such nonconformance, SAP will, at its option: a) repair or replace the nonconforming Software, or b) refund the license fees paid for
<br />the applicable nonconforming Software in exchange for a return of such nonconforming Software. This is Licensee's sole and
<br />exclusive remedy under this warranty.
<br />7.2 Express Disclaimer. SAP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING
<br />WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO
<br />THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
<br />INDEMNIFICATION.
<br />8.1 Infringement and Defense of Licensee. SAP shall defend Licensee against claims brought against Licensee in the Territory by
<br />any third party alleging that Licensee's Use of the Software, in accordance with the terms and conditions of this Agreement,
<br />constitutes a direct infringement or misappropriation of a patent claim(s), copyright or trade secret rights, and SAP will pay damages
<br />finally awarded against Licensee (or the amount of any settlement SAP enters into) with respect to such claims. This obligation of
<br />SAP shall not apply if the alleged infringement or misappropriation results from Use of the Software in conjunction with any other
<br />software, an apparatus other than a Designated Unit, failure to use an update promptly provided by SAP if such infringement or
<br />misappropriation could have been avoided by use of the update, or unlicensed activities. This obligation of SAP also shall not apply if
<br />Licensee fails to timely notify SAP in writing of any such claim. SAP is permitted to control fully the defense and any settlement of
<br />any such claim as long as such settlement shall not include a financial obligation on Licensee. In the event Licensee declines SAP's
<br />proffered defense, or otherwise fails to give full control of the defense to SAP's designated counsel, then Licensee waives SAP's
<br />obligations under this Section 8.1. Licensee shall cooperate fully in the defense of such claim and may appear, at its own expense,
<br />through counsel reasonably acceptable to SAP. SAP expressly reserves the right to cease such defense of any claim(s) in the event
<br />the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party's rights.
<br />SAP may settle or mitigate damages arising from any claim or potential claim, by substituting alternative substantially equivalent
<br />non -infringing programs and supporting documentation for the Software. Licensee shall not undertake any action in response to any
<br />infringement or misappropriation, or alleged infringement or misappropriation of the Software that is prejudicial to SAP's rights.
<br />8.2 THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF SAP AND ITS LICENSORS TO
<br />LICENSEE, AND IS LICENSEE'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD -PARTY
<br />INTELLECTUAL PROPERTY RIGHTS.
<br />LIMITATIONS OF LIABILITY.
<br />9.1 Not Responsible. SAP and its licensors will not be responsible under this Agreement (i) if the Software is not used in
<br />accordance with the Documentation; or (ii) if the defect or liability is caused by Licensee, a Modification or Add -on (other than a
<br />Modification or Add -on made by SAP which is provided through SAP Support or under warranty), or third -party software. SAP AND
<br />ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE
<br />SOFTWARE AND/OR THIRD -PARTY SOFTWARE LICENSED HEREUNDER.
<br />9.2 Exclusion of Damages; Limitation of Liability. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR
<br />DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION OR DEATH OR PERSONAL
<br />INJURY ARISING FROM EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES AND
<br />REGARDLESS OF THE NATURE OF ANY CLAIM SHALL SAP, ITS LICENSORS OR LICENSEE BE LIABLE TO EACH OTHER OR ANY OTHER
<br />PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE PAID LICENSE FEES FOR THE SOFTWARE DIRECTLY
<br />CAUSING THE DAMAGES OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES,
<br />LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ATTORNEYS'
<br />FEES, COURT COSTS, INTEREST OR EXEMPLARY OR PUNITIVE DAMAGES. The provisions of this Agreement allocate the risks
<br />between SAP and Licensee. The license fees reflect this allocation of risk and the limitations of liability herein.
<br />10. CONFIDENTIALITY.
<br />10.1. Use of Confidential Information. Confidential Information shall not be reproduced in any form except as required to
<br />accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of
<br />the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With
<br />respect to the Confidential Information of the other, each party : (a) shall take all Reasonable Steps (defined below) to keep all
<br />Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other
<br />than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein "Reasonable
<br />Steps" means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall
<br />not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this
<br />Agreement shall be subject to the protections afforded hereunder.
<br />SAP Confidential 4
<br />SAP General Terms and Conditions enUS.v.5-2011
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