SAP S/4HANA Trial
Scroll down and read this 90-Day Trial License Agreement (this “Agreement”) carefully.
This is a legally binding Agreement between your employer or company, as applicable) (“Licensee” or “You”) and SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany (“SAP”).
By clicking "Accept" or “Agree,” You agree to all the terms and conditions stated in this Agreement. If You do not agree to these terms, do not click "Accept" or “Agree.” If You are entering into this Agreement on behalf of your employer or company, You represent and warrant that You have the authority to bind your employer or company to the terms of this Agreement.
This Agreement incorporates by reference any use restrictions, notices and pass-through terms with respect to the Trial Software, including each of the Software Components, set forth in the SAP Software Use Rights (“SUR”). Copies of the SUR may be found at http://www.sap.com/company/legal/index.epx and any reference to the “Agreement” herein shall include the relevant use restrictions, notices and pass-through terms contained in the SUR.
Licensee acknowledges it has had the opportunity to review the SUR prior to accepting this Agreement. All defined terms in the SUR used in this Agreement shall have the same meaning as set forth in the SUR. In the event of any conflict between the SUR and this Agreement, this Agreement shall prevail. The Effective Date of this Agreement is the date the Agreement is accepted by Licensee.
The Trial Software is owned by SAP or its suppliers and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. THE TRIAL SOFTWARE IS LICENSED, NOT SOLD. The Trial Software is licensed to you free of charge during the term of this Agreement.
The following terms and conditions apply exclusively to your 90-day trial of the Trial Software (as defined below).
"Confidential Information" means, with respect to SAP, all information that SAP protects against unrestricted disclosure to others, including but not limited to the SAP Materials, including without limitation the following information regarding the Trial Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Trial Software.
"Documentation" means SAP's documentation that is delivered or made available to Licensee with the Trial Software under this Agreement.
“Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations 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.
“SAP Materials” means any software, programs, tools, systems, data or other materials made available by SAP to Licensee in the course of the performance under this Agreement including, but not limited to, the Trial Software and Documentation, as well as any information, materials or feedback provided by Licensee to SAP relating to the Trial Software and Documentation.
The “Trial Software” provided to You by SAP in its sole discretion currently includes e.g. the use of the “Software Components” identified below:
- SAP HANA, Runtime edition for Applications & SAP BW
- SAP S/HANA Enterprise Management
and other additional SAP S4 LOB and industry solutions as being made available by SAP in its sole discretion together with the Trial Software.
Please note that SAP can change, amend the list of available Software Components above, or add or suspend certain functionality of any of the currently available Software Components in its sole discretion without prior notice and without incurring any liability or remedy towards Licensee.
Subject to Licensee’s compliance with all the terms and conditions of this Agreement, SAP grants to Licensee a non-exclusive subscription based license to use the SAP Materials solely as provided by SAP for the purpose of internal trial and evaluation of the Trial Software for a period of ninety (90) days from Your acceptance of this Agreement, unless terminated in accordance with Section 10 (“Trial Period”).
Licensee shall be responsible for entering its data into the Trial Software, and Licensee shall be responsible for the maintenance of the data supplied by it. Licensee hereby represents and warrants to SAP that the data is free of all viruses, Trojan horses, and comparable elements which could harm the Trial Software or the systems or software used to provide the Cloud Service. Licensee agrees that it has collected and shall maintain and handle all such data in compliance with all applicable data privacy and protection laws, rules and regulations.
YOUR RIGHT TO USE THE TRIAL SOFTWARE SHALL BE EFFECTIVE FROM THE DATE YOU ACCEPT THIS AGREEMENT FOR A PERIOD OF NINETY (90) DAYS. SOME OF THE TRIAL SOFTWARE LICENSED HEREUNDER ARE TIME SENSITIVE AND WILL NOT FUNCTION UPON EXPIRATION OF THE 90-DAY PERIOD. NOTICE OF EXPIRATION WILL NOT ACTIVELY BE GIVEN, SO YOU NEED TO PLAN FOR THE EXPIRATION DATE AND MAKE A COPY OF AND REMOVE YOUR IMPORTANT DATA BEFORE EXPIRATION. YOU AGREE TO DESTROY ALL COPIES OF THE TRIAL SOFTWARE AT THE END OF THE TERM OF THIS AGREEMENT. If you desire to use the Trial Software after your evaluation is completed, you will need to acquire a validly licensed copy of the productive use version of the Trial Software. Please note that the productive use version of the Trial Software may not include all Software Components and You may need to license some of the Software Components separately as part of Your productive use of the Trial Software for an additional fee.
The TRIAL SOFTWARE is "NOT FOR PRODUCTION USE". You may not demonstrate, test, examine, evaluate or otherwise use the Trial Software in a live operating environment or with data that has not been sufficiently backed up. The Trial Software shall not be used for any purposes other than evaluation and testing of the Trial Software. Configurations created for non-productive use, evaluation and testing shall not be used for projects outside the trial period.
This license does not permit You to: (i) use the SAP Materials to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training); (ii) lease, loan, resell, sublicense or otherwise distribute the SAP Materials; (iii) distribute or publish keycode(s); (iv) make any use of or perform any acts with respect to the SAP Materials other than as expressly permitted in accordance with the terms of this Agreement; (v) use software components other than those specifically identified herein as the Trial Software, even if it is also technically possible for Licensee to access other SAP software components; (vi) modify the Trial Software; (vii) use the Trial Software or SAP Materials for any purposes that are competitive with SAP; or (viii) benchmark or disclose the results of any benchmark test of the Trial Software to any third party without SAP's prior written approval.
The Trial Software is licensed solely for Standalone Use. “Standalone Use” means the Trial Software may not be used to access, directly or indirectly, in any manner whatsoever, any other SAP software and/or third party software licensed from SAP, or an authorized reseller, distributor, OEM or other authorized partner of SAP, unless such software or third party software explicitly allows such access.
All rights not expressly granted are reserved by SAP. Trial Software used for other than the approved usage will be considered a breach of this Evaluation License.
3. Auditing and Reporting:
SAP may audit Your usage and number of each Trial Software you copy. Upon SAP’s request, You agree to provide all information reasonably necessary for SAP to determine Your use of the Software Program and Your compliance with the terms and conditions of this Evaluation License.
As the Trial Software is provided to Licensee free of charge, SAP does not guarantee or warrant any features or qualities of Trial Software or give any undertaking with regard to any other quality. No such warranty or undertaking shall be implied by Licensee from any description in the Trial Software or any available documentation or any other communication or advertisement for the Trial Software except to the extent that SAP has expressly confirmed a specific quality in writing. In particular, SAP does not warrant that the Trial Software will be available uninterrupted or permanently and SAP draws Licensee’s attention to the fact that availability is subject to SAP´s sole discretion as operator of the SAP HANA Marketplace. All warranty claims are subject to the limitation of liability stipulated in Section 5. below.
5.1 SAP is liable for damages or wasted anticipatory expenditures, in tort or otherwise, only (a) under German product liability legislation, (b) for SAP’s gross negligence or intent, (c) for absence of an expressly assured or guaranteed quality, or (d) for personal injury.
5.2. Where SAP is liable for grossly negligent acts of its employees who are not directors or officers of SAP, SAP’s total liability for damages is limited to that liability and to not more than the quantum of loss that SAP ought, in the light of its knowledge of circumstances at the time this test agreement was made, to have foreseen as typical in connection with provision and licensed use of Software.
5.3. Where SAP is liable under section 5.2, it is not liable for indirect loss, consequential damages, or loss of profit.
5.4. SAP and Licensee agree that the typical foreseeable quantum of loss cannot exceed €50,000 in any case.
5.5. Licensee undertakes to take appropriate steps to safeguard its data and programs, including with-out limitation making backup copies not less frequently than is recommended by SAP. Notwithstanding the other limitations of this section 5, SAP is not liable for the loss of data and its recreation, in so far as this would have been avoidable through observance of this obligation.
5.6. The benefit of exclusions and limitations in this section 8 also extends to claims of Licensee against employees, contractors, and agents of SAP.
6. Intellectual Property Rights:
6.1 Reservation of Rights. The SAP Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of SAP or its or their licensors, subject to any rights expressly granted to Licensee in Section 2 above. Licensee is not permitted to modify or otherwise make derivative works of the Software. Any such unauthorized works developed by Licensee, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of SAP.
6.2 Protection of Rights. Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create the source code from the object code of the Trial Software in any manner. Reverse engineering of the Trial Software and other SAP Materials is prohibited, except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation. Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Trial Software. Backup copies on transportable discs or other data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other data media. Licensee must not change or remove SAP’s copyright and authorship notices.
Licensee shall defend (at its sole expense) SAP and its affiliates and licensors against claims brought against SAP by any third party arising from or related to (i) any use of the Trial Software or service used to host the Trial Software in violation of any applicable law or regulation; or (ii) an allegation that the Licensee Data or Licensee’s use of the Trial Software or service used to host the Trial Software in violation of this Agreement violates, infringes or misappropriates the rights of a third party. Licensee will pay damages finally awarded against SAP (or the amount of any settlement Licensee enters into) with respect to such claims, and will pay reasonable attorney’s fees in connection with such defense. The foregoing shall apply regardless of whether such damage is caused by the conduct of Licensee or by the conduct of a third party using Licensee's access credentials.
The Trial Software is subject to German, EU and US export control regulations. Licensee confirms that: a) Licensee will not use the Trial Software for, and will not allow the Trial Software to be used for, any purposes prohibited by German, EU and US law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction, b) Licensee is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, c) employees of Licensee is not a citizen, national or resident of, and are not under the control of, the government of: Cuba, Iran, Sudan, Iraq, North Korea, Syria, nor any other country to which the United States has prohibited export, d) Licensee will not download or otherwise export or re-export the Trial Software, directly or indirectly, neither to the above-mentioned countries nor to citizens, nationals or residents of those countries, e) employees of Licensee are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor listed on the United States Department of Commerce Table of Denial Orders or any other U.S. government list of prohibited or restricted parties and f) Licensee will not download or otherwise export or re-export the Trial Software, directly or indirectly, to persons on the above-mentioned lists.
SAP has no obligation to provide maintenance and support for the Trial Software and no service level agreements apply. SAP may offer support for the Trial Software – at its sole discretion – by e.g. provisioning of updates, patches, bug fixes and new versions according to SAP then current existing support offerings without notice to Licensee.
10. Term and Termination:
SAP shall be entitled to terminate Licensee’s licenses to use the Trial Software if Licensee fails to comply with any of the terms of this Agreement. This Agreement terminates automatically upon the expiration of the Trial Period. In case of termination or expiration of this Agreement, Licensee must immediately cease use of and/or destroy all copies of the Trial Software in its possession, if any. SAP reserves the right to audit (whether remote or at Licensee’s premises) Licensee’s compliance with the terms of this Section 10 upon prior written notice to Licensee. Licensee will cooperate reasonably with SAP’s audit request and procedures.
11. Governing Law and Venue:
This Agreement shall be governed by and construed in accordance with the laws of Germany without reference to the conflicts of law principles. This Agreement shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Exclusive venue for all claims arising out of or in connection with this Agreement shall be Munich, Regional Court of Munich I. SAP shall remain entitled to commence action or initiate other court proceedings at the registered seat of Licensor.
Licensee may not, without SAP's prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the SAP Materials or the Trial Software, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. SAP may assign this Agreement to any of its affiliates.
13. Price and Payment:
The Trial Software is licensed to you free of charge during the term of this Agreement.
14.1 Use of Confidential Information. Licensee shall not reproduce SAP Confidential Information in any form except as required to accomplish the intent of this Agreement. Any reproduction of any SAP Confidential Information by Licensee shall remain the property of SAP and shall contain any and all confidential or proprietary notices or legends that appear on the original. With respect to the Confidential Information Licensee: (a) shall take all Reasonable Steps (defined below) to keep all SAP Confidential Information strictly confidential; and (b) shall not disclose any SAP Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein “Reasonable Steps” means those steps Licensee takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. SAP Confidential Information disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
14.2 Exceptions. The above restrictions on the use or disclosure of the SAP Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Licensee without reference to the SAP’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by Licensee; (c) at the time of disclosure, was known to Licensee free of restriction; or (d) SAP agrees in writing is free of such restrictions.
This Agreement is the complete Agreement for the Trial Software. This Agreement supersedes all prior or contemporaneous agreements or representations with regards to the subject matter of this Agreement. If any term of this Agreement is found to be invalid or unenforceable, the surviving provisions shall remain effective. SAP´s failure to enforce any right or provisions stipulated in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement.
Licensee and SAP agree that: (a) this Agreement is between SAP and Licensee, and (b) that SAP is solely responsible for the Trial Software and the content thereof.