WHEREAS, Licensor represents that it is directly or indirectly the owner, developer or reseller, of the software
applications, all of which are listed and briefly described in Exhibit A which is attached hereto and incorporated
by referenced herein(“Applications”).
WHEREAS, Licensor is willing to grant to the Licensee (under an individual SAP Cloud unit or tenant) the right
to use the Licensed Applications, and Licensee is willing to accept the license (AKA subscription) subject to
the terms and conditions of this Agreement.
Grant of License. Licensor grants to Licensee a non-exclusive, non-transferable, non- assignable, limited and
revocable license to use the Applications. Licensee is aware and fully acknowledges that this license refers
specifically and exclusively to the Applications under the software platform and version specified in Exhibit A
of this agreement. License fees are listed and detailed in Exhibit B, which is attached hereto and incorporated
by reference herein. License will be updated to future versions as they become available.
Other than the license terms covered in this agreement, no other rights or licenses, whether by implication,
estoppel or otherwise are granted to Licensee. In addition, the license does not convey patents or other
intellectual property rights in whole or in part. Parties agree that only one license shall be conveyed to be
used by Licensee and its subsidiaries, within the tenant structure of SAP Business ByDesign on demand
License Fees and Payment. All amounts payable hereunder by Licensee shall be payable in United States
dollars without any deductions for taxes, assessments, fees, or charges of any kind. Licensee agrees to pay all
license fees immediately after installation of the Applications in the Licensee´s tenant. Annual license fees are
payable in advance at the start of the subscription term.
Taxes and Other Charges. Licensee shall be responsible for paying all sales, use, excise, value-added, or other
tax or governmental charges imposed on the licensing or use of the Software applications, derivative products
or documentation hereunder.
No Warranties. The Applications contained and licensed herein are provided on an “AS IS” basis and to the
maximum extent permitted by applicable law, and the Licensor and the authors and developers of this material
hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not
limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular
purpose, of accuracy or completeness of responses, of results, of workmanlike effort.
IN NO EVENT SHALL LICENSOR OR LICENSEE BE LIABLE TO THE OTHER, NOR ANY THIRD PARTY FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION WORK DELAYS OR LOST
PROFITS RESULTING FROM THE USE OF THE LICENSED RIGHTS GRANTED HEREIN OR OF ANY PRODUCT OR
PROCESS INCORPORATING OR MADE WITH ANY OF THE LICENSED RIGHTS ARISING OUT OF THIS AGREEMENT OR
THE DELIVERY OF, USE OF, OR INABILITY TO USE THE LICENSED RIGHTS.
Licensor grants no warranty with respect to SAP software or any other computing program related to this
agreement. The Applications will be kept current and updated as set forth in Exhibit A.
Intellectual PropertyRights. Licensor warrants and represents that Licensor has full right, title and authority
to grant the license of the Applications.
No transfer of ownership of any intellectual property will occur under this Agreement.
Each party shall retain all right, title and interest in and to its Pre-Existing Intellectual Property. Licensor shall retain ownership of any intellectual property developed and required to provide its services to third parties,
which shall not be exclusively licensed to the Licensee.
Intellectual Property Rights Infringement. Licensor will defend and hold harmless and/or settle at its expense
any claims against Licensee that allege that an Licensor product or service as supplied under this Agreement
infringes the intellectual property rights of a third party, and will indemnify Licensee for all costs, including
reasonable attorney’s fees related to such claim. Li- censor will rely on Licensee’s prompt notification of the
claim and cooperation with the applicable defense at the expense of Licensor. Licensor may modify the product
or service so as to be non-infringing and materially equivalent, or may procure a license. Licensor is not
responsible for claims resulting from any unauthorized use of the products or services by Licensee. Licensor is
not responsible for claims resulting from deliverables content or design provided by Licensee.
The Software, applications, and all copyrights, patents, trade secrets, and trademarks shall remain the sole
and exclusive property of Licensor. Additionally, modifications enhancements, and derivative works based on
the Software and applications, whether created or owned by a third party or Licensor or by an entity related
or associated with Licensor, shall also vest in Licensor.
License Term and Termination. Unless otherwise specified, any license granted is perpetual, provided
however that if Customer fails to comply with the terms of this Agreement after five (5) business days written
notice and opportunity to cure, Licensor may terminate the license up- on written notice. Upon expiration of
the license, Licensee will either destroy all copies of the software or return them to Licensor or give the
Licensor access to the SAP environment where they were installed to be able to uninstall it, except that
Licensee may retain one copy for archival purposes only.
Either party may terminate this Agreement on written notice if the other party has breached any obligation
of this Agreement and fails to remedy the breach within five business days following written notification of
the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to
bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and
immediately cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend
beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both
parties’ respective successors and permitted assigns. In case of any termination, in accordance to this
agreement, shall trigger an immediate payment by Licensee for all pending owed for the services rendered
until suchdate. Licensee may terminate this agreement with thirty (30) days advance notice.
unauthorized use or disclosure for three 3) years from the date of receipt. These obligations do not apply to
information that: i) was known or becomes known to the receiving party without obligation of confidentiality;
ii) is independently developed by the receiving party; or iii) where disclosure is required by law or a
Global Trade Compliance. Licensee shall not disclose the terms and conditions of this Agreement (or
supporting materials). Neither party shall use the name of the other party in publicity, advertising, or similar
activities, without the prior written consent of the other party. If Licensee exports, imports or otherwise
transfers products and/or deliverables provided under these terms, Licensee will be solely responsible for
complying with applicable laws and regulations and for obtaining any required export or import
Notices. All notices required hereunder shall be provided in writing to the addresses identify be- low their
Entire Agreement. This Agreement, contains the entire agreement between the Parties with respect to the
subject matter hereof and supersedes any prior contemporaneous agreements, oral or in writing, with respect
to such subject matter. Only a written instrument signed on behalf of the Parties by their duly authorized
representatives may amend thisAgreement.
Severability. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not
affect the validity or enforceability of the remainder of the terms of this Agreement, and without further
action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such
provision valid andenforceable.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the same instrument.
Compliance. Parties shall comply with all applicable laws, codes, and regulations.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the parties below