SAP Cloud for Energy - Basic Edition

TERMS OF USE AGREEMENT FOR THE SAP STORE

1. SCOPE

SAP SE, Dietmar-Hopp-Allee 16, 69190 Walldorf/Germany created the SAP Store which you (You or Your) use and access to can obtain information on SAP Standard Software (SAP Software) and related products (also third party products) and services. Furthermore, the SAP Store serves as a marketing and distribution platform for SAP group companies as well as authorized solution partners (Authorized Solution Partner(s)). Purchasing or licensing of any products offered on the SAP Store is NOT available for consumers, but solely for merchants/corporations and requires an existing SAP system.

If You are accessing and/or using the SAP Store on behalf of Your employer or as a consultant or agent of a third party (collectively Your Company), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Terms of Use Agreement (TOU) and everywhere in this TOU that refers to You or Your, shall also include Your Company. Furthermore, where you use any marketplace functionality of the SAP Store to buy and/or license SAP products or third party products from either SAP, any SAP group company or an Authorized Solution Partner, You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of any purchase, rental or licensing agreement concluded with either of the aforementioned entities.

2. ACCEPTANCE OF TERMS

Unless otherwise agreed to in a separate signed writing, Your access and use of the SAP Store, Content (defined in Section 7 below), or any forums, wikis, blogs, or services provided on the SAP Store (any Services), are subject to this TOU. Additionally, Your use of the SAP Store, Content, and the Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements either between a) You and SAP, or b) You and an SAP group company, (any Additional Legal Terms) or c) You and an Authorized Solution Partner (any Partner Terms), which may be posted on the SAP Store where applicable. These TOU and the applicable Additional Legal Terms form a legally binding agreement between You and SAP regarding Your access and use of the SAP Store, Content, 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.

By accessing or using the SAP Store, 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 the SAP Store. Your access and use of any SAP products or related documentation or any third party products made available through the SAP Store shall be subject to a separate license agreements (Additional Legal Terms or Partner Terms) made available to You at the time by SAP, or an SAP group company or an Authorized Solution Partner (as the case may be), You order, access or download such SAP and/or third party products.

For any products or services offered by Authorized Solution Partners, only Partner Terms apply to such products and services. Such Partner Terms need to be accepted separately by You. SAP is not a party to any agreement between You and an Authorized Solution Partner.

3. CHANGES AND NOTICES

SAP reserves the right to make changes to this TOU and to modify, change or discontinue any part or all of the SAP Store and/or the Services at any time. SAP may notify You of any changes to this TOU, the SAP Store, and/or the Services when You visit the SAP Store, via email, or by updating the TOU which can be viewed via the Legal Terms link. SAP may make changes to its products, service offerings and SAP Software at any time without notice.

THE MOST CURRENT VERSION OF THIS TOU CAN BE ACCESSED BY CLICKING LEGAL TERMS WHICH IS INCLUDED ON THE BOTTOM OF EACH WEB PAGE COMPRISING THE SAP STORE.

4. CONFIDENTIAL INFORMATION

A. Except for Web sites within the SAP Store which are clearly identified as non-public forums (each a Non-Public Forum), the SAP Store is intended to be a public forum and You agree not to provide SAP or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for Content clearly labeled as confidential that You upload into a Non-Public Forum, any Content that You send or upload to the SAP Store will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such uploaded Content.

B. You agree not to reproduce any Confidential Information to which you are provided access through the SAP Store in any form except as authorized at the time of disclosure. Any reproduction of SAP Confidential Information shall remain the property of SAP and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to:

1. (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential;
2. (b) to use Confidential Information solely as authorized at the time of disclosure and
3. (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 theSAP Software or Services, or compete with SAP Software or Services in whole or in part.

As used herein, Confidential Information shall mean all trade secrets and other information or Services which SAP or third parties protect againstunrestricted disclosure to others which is either labeled Confidential, accessed through a restricted area of the SAP Store, pursuant to software downloads,or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and reasonable steps means those stepsYou and/or Your Company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care.

ALL UPLOADS BY YOU INTO THE SAP STORE, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK AND SAP TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF THE SAP STORE.

5. YOUR INFORMATION, PRIVACY, AND DATA PROTECTION

You are solely responsible to provide SAP with Your complete, true, and current User information and to keep Your User information accurate and up to date. You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. 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 SAPs Privacy Statement. Where SAP through the SAP Store temporarily collect and utilize Your credit card or other personal information provided by You for the purposes of processing a license, rental or purchase contract for SAP products or products of Authorized Solution Partners, collection and processing of such 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 account information and/or Content if required to do so by law or to:

1. (i) comply with a legal process;
2. (ii) respond to claims that any Content violates the rights of third parties or
3. (iii)protect the rights, property or personal safety of SAP, Users, and the public or
4. (iv) to enable the SAP Store to process business transactions (purchase/licensing of products) between You and an Authorized Solution Partner. Especially with regards to (iv)

You explicitly agree that such information is provided to the respective Authorized Solution Partner for the purposes of delivery/distribution and licensing of such partners products.

YOU AGREE TO COMPLY WITH THE TERMS OF THE SAP PRIVACY STATEMENT, WHICH CAN BE FOUND BY BELOW OR BY CLICKING ON PRIVACY AT THE BOTTOM OF EACH WEB PAGE COMPRISING THE SAP STORE.

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 the SAP Store 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 SAP Software, third party software, or any Content accessed on the SAP Store.

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 Legal TERMS at the bottom of EACH web page comprising the SAP Store.

7. RESPONSIBILITY FOR LINKS AND CONTENT

SAP is only responsible or liable for the Content posted on the SAP Store to the extent required by the German Telemedia Act (Telemediengesetz, TMG).The SAP Store 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 Web site, or any changes or updates to such sites. You further agree that SAP shall not bedirectly 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 anycontent, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics,image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on the SAP Store (any Content), whether publicly posted orprivately transmitted, is the sole responsibility of the person or entity providing the Content.

8. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANT

Subject to any licenses You grant to SAP pursuant to this Agreement, You shall retain ownership of all Intellectual Property Rights in and to the Contentprovided by You on the SAP Store to the extent You are the owner or holder of the Intellectual Property Rights. Nothing in this Agreement shall prohibit Youfrom selling or licensing Your Content to any other party under a separate agreement. By transmitting or uploading Content to SAP, You grant SAP a perpetual, unlimited, irrevocable, royalty-free, worldwide license to: use, reproduce, adapt, display, perform, modify, transmit, translate, distribute, and create derivative works of the Content; to make, have made, offer to sell, sell, lease, or otherwise distribute any Content or product; and to practice any method, embodying such Content (including the right to sublicense any of the foregoing). You further represent and warrant to SAP that You have the right, title, and/or authority to grant such license to SAP. SAP may elect not to post or publish the Content that You send or upload.

If SAP elects to post or publish the Content, SAP may in its sole discretion elect to withdraw the posted or published information for any reason and without notice. All Intellectual Proprietary Rights to any SAP Software, the SAP Store and the 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 words from, transfer, or sell any SAP Software 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 made by You in contravention of this limitation.

9. PERMISSIBLE USE OF THE SAP STORE

You agree not to access or utilize the Services or access the SAP Store for purposes that are inconsistent with SAP's legitimate business interests. In particular,You are permitted to use the Services and the SAP Store only in strict compliance with the terms of this TOU to a) obtain information (so long as that information isnot being gathered for a use in any manner which is or could be detrimental to SAP (unless such use is otherwise protected by law)), and/or b) to provide feedback orother constructive comments to SAP (both positive and negative) and/or c) buy and/or license SAP products and third party products through the SAP Store.

10. TERMINATION AND ACCOUNTABILITY

In the event You are in material breach of these TOU or any Additional Legal Terms, SAP may, at its sole discretion, suspend or terminate Your account and refuseYou any current or future use of the SAP Store. SAP may remove any Content posted on the SAP Store at SAPs sole discretion. SAP shall not be liable to You or any third party for any termination or change to the SAP Store and/or the Services. If You send or upload Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of the SAP Store or any other Users computer system, SAP may report You to the relevant authorities to ensure You are held accountable to the fullest extent of applicable laws. You agree not to use the SAP Store 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;
• download any file or Content posted by another User that You know, or reasonably should know, should not be legally reproduced, displayed, performed and/or distributed in such manner;
• 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 SAP Store Users (User(s)).

11. MARKETPLACE FUNCTIONALITY

SAP provides the SAP Store as a marketplace to SAP customers and prospects. Furthermore, the SAP Store serves as a marketplace for SAP products which SAP offers to existing SAP customers. SAP does not become party to an agreement between You and an Authorized Solution Partner, but only provides the SAP Store as a service/infrastructure provider. SAP does not interfere with the contractual relationship between You and an Authorized Solution Partner in case of conflicts. You agree to solve any conflicts or issues with an Authorized Solution Partner only with such partner. Where You license/buy a product of an Authorized Solution Partner for or on behalf of Your Company, the SAP Store infrastructure will inform the respective Authorized Solution Partner of the transaction. You will receive an automatic confirmation of the transaction and information about deployment/availability of the purchased/licensed product. All invoicing/billing for any products offered by Authorized Solution Partners will be performed by such partner. You explicitly agree that SAP may use Your Company´s master data to facilitate purchase/licensing of products offered by Authorized Solution Partners. Such data will be used in the electronic contracting process offered by the SAP Store. Licensing/purchasing of SAP products through the SAP Store is subject to Additional Legal Terms which include but are not limited regulations on delivery, invoicing, billing etc. SAP or an SAP group company only becomes party to a contract with You where SAP sells/licenses SAP products itself.

12. INDEMNITY

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 Store 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.

13. EXCLUSION OF SOFTWARE WARRANTIES

The SAP Store, Content, and Services are being provided to You AS IS. To the fullest extent allowable by law, SAP does not guarantee or warrant any features, qualities, or availability of the SAP Store, Content, or Services or give any undertaking with regard to any other quality. In particular, SAP does not warrant that the SAP Store is available without interruption or on a permanent basis. Statements and explanations to the SAP Store, Content or Services in promotional material or on the SAP Store 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 a User 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 Store, or the content obtainable on such web-pages or (ii) information provided by third parties on the SAP Store. 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 Store 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.

14. LIMITATION OF LIABILITY

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, SAP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER 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:

1. (i) THE USE OR THE INABILITY TO USE THE SAP STORE, SAP SOFTWARE, OR SERVICES;
2. (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY SAP SOFTWARE, CONTENT, OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON THE SAP STORE;
3. (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
4. (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE SAP STORE; OR
5. (v)ANY OTHER MATTER RELATING TO THE SAP STORE OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY SAP AND IN CASE OF SAPS STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

15. APPLICABLE LAW

This site is created and controlled by SAP in Germany. Therefore, the laws of Germany 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.

16. SURVIVAL

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.

17. 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.

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SAP's Privacy Statement

I acknowledge that I have read SAP's Privacy Statement and consent to the processing of my personal data in accordance with the terms of the Privacy Statement. This includes, without limitation, that SAP may collect, store and process any personal data voluntarily provided by me on this Web site and aggregate it with other personal data that I provided to SAP on earlier occasions by the methods and for the purposes described in the Privacy Statement and on this Web site.

In accordance with the terms of the Privacy Statement and on this Web site, SAP may further track my use of SAP's Web sites and aggregate it with my personal data. I acknowledge that I can, at any time, request information on my personal data held by SAP and that I can have SAP update and correct such data and withdraw my consent given hereby by contacting SAP at need link.