SOFTWARE LICENSE
AGREEMENT
IMPORTANT-READ
CAREFULLY:
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SAP FOR THE SAP SOFTWARE ACCOMPANYING
THIS AGREEMENT, WHICH MAY INCLUDE COMPUTER SOFTWARE, ASSOCIATED MEDIA, PRINTED
MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION (“SOFTWARE”). BEFORE CONTINUING WITH THE INSTALLATION OF
THE SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF
THE SOFTWARE LICENSE AGREEMENT THAT FOLLOWS (“AGREEMENT”). IF YOU DO NOT ACCEPT
THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY RETURN, WITHIN THIRTY (30)
DAYS OF PURCHASE, THE SOFTWARE TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND.
1. GRANT OF LICENSE. SAP grants you a nonexclusive and
limited license to use the Software products and functionalities for which you
have paid the applicable fees solely for your internal business purposes and in
accordance with the terms and conditions of this Agreement. The Software is
licensed, not sold, to you. If you acquired this product as a
special offer, as a promotional license
included with another SAP product, or bundled or in combination with a third
party product, additional restrictions apply as set forth in the Software Use
Rights identified in Section 3. This license does not apply to any other
software program provided with the Software, including promotional software,
which is governed by the online software license agreement included with that
software.
If you acquire or are provided with any
directories, components, connectors, utilities, data, or
other items from SAP for use with the Software (the “Additional Technology”),
your use of the Additional Technology shall be in accordance with the terms,
conditions, obligations and restrictions of this Agreement. The term “Software”
as used herein, shall be deemed to include the Additional Technology and Third
Party Products.
“SAP” is the SAP company from whom you
are purchasing the Software licenses or related services, either directly or
indirectly through a reseller; or if no SAP company distributes in your
country, then Business Objects Software Limited.
2.
INSTALLATION AND USE. You may install and use the Software only
in the configuration and for the number of licenses acquired by you. You may
also install non-production copies of the Software as is reasonably necessary
for disaster recovery, emergency restart and backup, including, but not limited
to making copies for such purposes for use at one or more disaster recovery
sites. In order to exercise your rights to the Software under this License
Agreement you must activate your copy of the Software in the manner described
during the launch sequence. SAP may
control the number and type of licenses and the use of the Software by key
codes.
3.
SOFTWARE USE RIGHTS.
The Software Use Rights document contains additional terms relating to
your use of the Software and is found at www.sap.com/company/legal, and is incorporated
herein by this reference. You
acknowledge and agree that these additional terms form an integral part of this
Agreement.
4.
OWNERSHIP. SAP and/or its suppliers retain all right,
title and interest in and to the Software and all copies at all times,
regardless of the form or media in or on which the original or other copies may
subsequently exist. You neither own nor
hereby acquire any claim or right of ownership to the Software or to any
related patents, copyrights, trademarks or other intellectual property. You agree to retain the Software, the terms
of this Agreement as well as any Software benchmark or similar tests (whether
performed by you, SAP or any third party) in confidence and prevent them from
unauthorized disclosure or use except with SAP’s prior written consent. SAP and/or its suppliers reserve all rights
not expressly granted to you. SAP’s
suppliers are the intended third party beneficiaries of this License Agreement
and have the express right to rely upon and directly enforce the terms set
forth herein.
5.
COPYRIGHT. The Software is copyrighted by SAP
and/or its suppliers and is protected by
6.
RESTRICTIONS. Except as expressly permitted by this
License Agreement or by applicable law you may not: (a) lease, loan, resell,
assign, sublicense, or otherwise distribute the Software or any of the rights
granted by this License Agreement without the express written permission of SAP;
(b) use the Software to provide or operate Application Service Provider (ASP),
service bureau, marketing, third party training, outsourcing services, or
consulting services, or any other commercial service related to the Software such
as develop training materials; (c) modify (even for purposes of error
correction), adapt, or translate the Software or create derivative works
therefrom except as necessary to configure the Software using the menus,
options and tools provided for such purposes and contained in the Software; (d)
in any way reverse engineer, disassemble or decompile the Software or the .RPT
report file format (including reverse compiling to ensure interoperability) or
any portion thereof except to the extent and for the express purposes authorized
by applicable law notwithstanding this limitation; (e) use the Software to develop a product
which is competitive with any SAP product offerings; (f) use the Software to
develop a product that converts the report file (.RPT) format to an alternative
report file format used by any general-purpose report writing, data analysis or
report delivery product that is not the property of SAP; (g) use unauthorized
keycode(s) or distribute keycode(s); (h) disclose any Software benchmark
results to any third party without SAP’s prior written approval, (i) permit
third party access to, or use of the Software except as expressly permitted
herein, and (j) distribute or publish keycode(s). If you wish to exercise any right to reverse
engineer to ensure interoperability in accordance with applicable law, you
shall first provide written notice to SAP and permit SAP, at its discretion, to
make an offer to provide information and assistance reasonably required to
ensure Software interoperability with your other products for a fee to be
mutually agreed upon (if any).
7.
LIMITED WARRANTY AND REMEDY.
(a) Excluding Third Party Products, SAP
warrants to you that: (i) for a period of six (6) months from delivery of the
Software, the Software will substantially conform to the functional description
set forth in its standard documentation; and (ii) for a period of six (6)
months from delivery the physical media (e.g., CD-ROM, DVD,
and Electronic Software Distribution) will be free from defects in materials
and workmanship. Any implied warranties on the Software and Third Party
Products and media are limited to thirty (30) days from delivery to the extent
such warranties cannot be disclaimed under Section 8(c) below. The above
warranties specifically exclude defects resulting from accident, abuse,
unauthorized repair, modifications, or enhancements, or misapplication. SAP
does not warrant that use of the Software will operate uninterrupted or error
free. Delivery of additional copies of, or revisions or upgrades to, the
Software, including releases provided under Support Services, shall not restart
or otherwise affect the warranty period.
(b)
Your exclusive remedy for breach of the above-stated
limited warranty shall be, at SAP’s option, either: (i) correction or replacement
of the Software with product(s) which conform to the above-stated limited
warranty; or (ii) return of the price paid for the Software and termination of
this License Agreement with respect to those copies not in compliance. Such
remedy shall be provided to you by SAP only if you give SAP written notice of
any breach of the above-stated limited warranty, within six (6) months of
delivery of the Software.
(c) EXCEPT FOR EXPRESS
WARRANTIES STATED IN THIS SECTION 8, SAP AND ITS SUPPLIERS DISCLAIM ALL OTHER
WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF
MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR (IV) AGAINST HIDDEN DEFECTS. Some states/jurisdictions do not allow the
exclusion of implied warranties, so the above exclusion may not apply to you,
and you may have other legal rights that vary from state to state or by
jurisdiction. YOU ACKNOWLEDGE
THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE RELIED UPON YOUR OWN EXPERIENCE,
SKILL AND JUDGEMENT TO EVALUATE THE SOFTWARE AND THAT YOU HAVE SATISFIED
YOURSELF AS TO THE SUITABILITY OF THE SOFTWARE TO MEET YOUR REQUIREMENTS.
8.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, in no event
will SAP or its DISTRIBUTORS, SUPPLIERS or aFFILIATES be liable TO you OR ANY
THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, LOSS OR INACCURANCY
OF ANY DATA, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY
(INCLUDING NEGLIGENCE) AND EVEN IF SAP HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. SAP AND ITS SUPPLIERS’
AGGREGATE LIABILITY TO YOU FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER
SHALL BE LIMITED TO THE SOFTWARE LICENSE FEES PAID BY YOU FOR THE SOFTWARE OR
THE FEES PAID BY YOU FOR THE SERVICE DIRECTLY CAUSING THE DAMAGES. SAP WILL NOT BE LIABLE FOR DAMAGES FROM THIRD
PARTY products. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE
OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS
REFLECTED IN THE FEES CHARGED UNDER THIS LICENSE AGREEMENT. Some states/jurisdictions do not allow the
limitation or exclusion of liability IN CERTAIN CIRCUMSTANCES INCLUDED IN THIS
SECTION, so the above limitation may not apply to you ONLY IN SUCH
CIRCUMSTANCES.
9.
SUPPORT SERVICES. SAP will
provide to you product support services specified in an Order Form or other
order documents in accordance with SAP’s then-current applicable SAP Support
Schedule which are found at www.sap.com/company/legal, and which are
incorporated herein by this reference.
10. TERMINATION. Except where
the Software is licensed on a subscription basis or as otherwise specified
in an Order Schedule, a Purchase Order or any written SAP price quotation duly
referenced in a Purchase Order, the Software licenses granted hereunder shall
be perpetual. If the Software is
licensed on a subscription basis and unless the term of the subscription
is renewed on or prior to the expiration of the then current term of the
Subscription License, the applicable Subscription License shall terminate. Notwithstanding the
foregoing, SAP may immediately terminate this Agreement and any licenses and
services provided hereunder if: (i) SAP notifies you in writing of a breach
and such breach is not cured within thirty (30) days; or (ii) you make an
assignment for the benefit of creditors or proceedings are commenced by or for
you under any bankruptcy, insolvency, or debtor's relief law. Termination shall not relieve you from your
obligation to pay fees that remain unpaid and shall not limit either party from
pursuing other available remedies. Upon
termination by SAP of this Agreement or any part thereof, SAP shall have no
obligation to refund to you any fees paid by you, and you agree to waive, in
perpetuity and unconditionally, any and all claims for refunds. If a Software license is revoked or expired,
you must certify in writing to SAP that you have immediately un-installed and
destroyed all copies of the Software within thirty (30) days of such
revocation/expiration. The following Sections survive termination of this
Agreement: 8(c), 9, 11, 13,
15, and 17.
11.
AUDIT. During the term
of this Agreement and for three (3) years after termination or expiration, SAP
may audit, upon reasonable notice to you and at SAP’s expense, your books and
records to determine your compliance with this Agreement. In the event any such audit reveals that you
have underpaid SAP by an amount greater than five percent (5%) of the amounts
due SAP in the period being audited, or that you have knowingly breached any
material obligation hereunder, then, in addition to such other remedies as SAP
may have, you shall pay or reimburse to SAP the cost of the audit.
12.
GENERAL. Except as otherwise preempted by United
States federal law, this Agreement is governed by the laws of the State of New
York, United States, without reference to conflict of laws provisions and the
United Nations 1980 Convention on Contracts for the International Sale of Goods
and any amendments thereto. If any provision of this Agreement is ruled
invalid, such invalidity shall not affect the validity of the remaining
portions of this Agreement. This Agreement, together with the Software Use
Rights and SAP Support Schedule that are incorporated herein by reference, constitutes
the entire agreement between you and SAP, and supersedes any prior agreement,
whether written or oral, relating to the subject matter of this Agreement. This
Agreement may not be modified except by an instrument in writing duly signed by
an authorized representative of each of the parties. If you are acquiring the Software
on behalf of an entity, you represent and warrant that you have the legal
capacity to bind such entity to this Agreement. All terms of any purchase order
or other ordering document submitted by you shall be superseded by this
Agreement. In the event you and SAP have executed a mutually agreed upon a
separately Master Software License Agreement (“MSLA”) and acquired the Software
pursuant to such MSLA, the terms of the MSLA may govern your use of the Software
and the terms of this Agreement shall be superseded by the MSLA. The product
name for the Software is a trademark or registered trademark of SAP. Should you
have questions concerning this License Agreement, please contact your local SAP
sales office or authorized reseller, or write to: SAP, Attn: Contracts
Department, 3410 Hillview Ave., Palo Alto, CA 94304, USA.
13.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a
"commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct.
1995), consisting of "commercial computer software" and
"commercial computer software documentation," as such terms are used
in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision,
e.g., in supplements of various
14.
EXPORT CONTROLS. The use of this Software is subject to
the U.S. Export Administration Regulations.
You agree to the following: (a) you are not a citizen, national or
resident of, and am not under the control of, the government of Cuba, Iran,
North Korea, Syria, Sudan nor any other country to which the United States has
prohibited export; (b) you will not export or re-export the Software, directly
or indirectly, neither to the above mentioned countries nor to citizens,
nationals or residents of those countries; (c) you are not listed on the United
States Department of Treasury lists of Specially Designated Nationals,
Specially Designated Terrorists, and Specially Designated Narcotic Traffickers,
nor are you listed on the United States Department of Commerce Table of Denial
Orders; (d) you will not export or re-export the Software, directly, or
indirectly, to persons on the above mentioned lists; and (e) you will not use
the Software for, and will not allow the Software to be used for, any purposes
prohibited by United States law, including, without limitation, for the
development, design, manufacture or production of nuclear, chemical or
biological weapons of mass destruction.
For more information, see www.sap.com/company/legal.
15.
ORDER TERMS. Purchase orders conforming to SAP purchase
order requirements may be accepted from qualified companies. All pre-printed
terms of any purchase order not approved in writing by SAP shall have no
effect. Payment terms are net-30 days from date of invoice. FOB SAP
facility. SAP specifically disclaims
price guarantees of any kind. You are responsible for payment of all applicable
sales, use, consumption, VAT, GST, and other taxes and all applicable export
and import fees, custom duties and similar charges, excluding taxes based on SAP
net income.
16. COUNTRY UNIQUE TERMS.
If you
purchased the Software in any territory specified below (the “Local Territory”),
this section sets forth specific provisions as well as exceptions to the above
terms and condition. To the extent any provision applicable to the
Australia:
a) Limited Warranty and Remedy (Section 7): The following is
added:
The warranties
specified in this Section are in addition to any rights you may have under the
Trade Practices Act 1974 or other legislation and are only limited to the
extent permitted by the applicable legislation.
b) Limitation of Liability (Section 8): The following is
added:
To the extent
permitted by law, where SAP is in breach of a condition or warranty implied by
the Trade Practices Act 1974 or the equivalent State or Territory legislation
which cannot be excluded, SAP’s liability is limited, at SAP’s sole election:
(i) in case of the Software: (a) (i) to repair or replace the goods, or the
supply of equivalent goods, or (ii) payment of the cost of such repair or
replacement or of acquiring equivalent goods; and (ii) in case of Support
Services: (x) re-supply of the Support Services; or (y) the cost of having the
services supplied again. In calculating SAP’s
aggregate liability under this Agreement, the amounts paid or the value of any
goods or services replaced, repaired, or supplied by SAP pursuant to this
paragraph shall be included.
c) General (Section 12): The following replaces
the first sentence of this section:
This Agreement is
governed by the laws of the State or Territory in which you acquired the Software,
without reference to conflict of laws provisions or the United Nations 1980
Convention on Contracts for the International Sale of Goods and any amendments
thereto.
Belgium and France
a) Limitation of Liability (Section 8): The following replaces
the terms of this section in its entirety:
Except as otherwise
provided by mandatory law:
1. SAP’s liability for
any damages and losses that may arise as a result of the performance of its
obligations in connection with this Agreement is limited to the compensation of
only those damages and losses proved and actually arising as an immediate and
direct consequence of the non-fulfillment of such obligations (if SAP is at
fault), for a maximum amount equal to the charges You paid for the Software
that has caused the damages. This limitation
shall not apply to damages for bodily injuries (including death) and damages to
real property and tangible personal property for which SAP is legally liable.
2. UNDER NO
CIRCUMSTANCES IS SAP, OR ANY OF ITS SOFTWARE DEVELOPERS, LIABLE FOR ANY OF THE
FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: 1) LOSS OF, OR DAMAGE TO,
DATA; 2) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL
DAMAGES; 3) LOST PROFITS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE
EVENT THAT GENERATED THE DAMAGES; OR 4) LOSS OF BUSINESS, REVENUE, GOODWILL, OR
ANTICIPATED SAVINGS.
3. The limitation and
exclusion of liability herein agreed applies not only to the activities
performed by SAP but also to the activities performed by its suppliers and Software
developers, and represents the maximum amount for which SAP as well as its
suppliers and Software developers, are collectively responsible. This limitation shall not apply to damages
for bodily injuries (including death) and damages to real property and tangible
personal property for which SAP is legally liable.
b) General (Section 12): The following replaces
the first sentence of this section:
This Agreement is governed by the laws
of country in which you acquired the Software, without reference to conflict of
laws provisions or the United Nations 1980 Convention on Contracts for the
International Sale of Goods and any amendments thereto.
Brazil
a) Warranty (Section 7): The following replaces the terms of this section in
its entirety:
(a) SAP warrants to you that: (i) for a period
of six (6) months from delivery of the Software, the Software will
substantially conform to the functional description set forth in the standard
documentation accompanying the Software; and (ii) for a period of six (6)
months from delivery the physical media (e.g., CD-ROM), such physical media
will be free from defects in materials and workmanship. The above warranties
specifically exclude defects resulting from accident, abuse, unauthorized
repair, modifications, or enhancements, or misapplication. You understand and
agree that the state of the art does not allow the development of bug free of
software. As a consequence SAP cannot warrant that the Software will operate
uninterrupted or error free. Delivery of additional copies of, or revisions or
upgrades to, the Software, including releases provided under Support Services,
shall not restart or otherwise affect the warranty period.
(b) Your exclusive remedy for breach of the
above-stated limited warranty shall be, at SAP’s option, either: (i) correction
or replacement of the Software with product(s) which conform to the
above-stated limited warranty; or (ii) return of the price paid for the
Software and termination of this License Agreement with respect to those copies
not in compliance. Such remedy shall be provided to you by SAP only if you give
SAP written notice of any breach of the above-stated limited warranty, within
thirty (30) days of delivery of the Software.
(c) LICENSEE UNDERSTANDS AND AGREES
THAT THE STATE OF THE ART DOES NOT ALLOW THE DEVELOPMENT OF BUG FREE SOFTWARE
AND THAT THE SOFTWARE HAS BEEN DEVELOPED FOR THE USE OF BUSINESS SOFTWARE
GENERAL CUSTOMERS. THEREFORE, EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS
SECTION 7, SAP AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF
FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, OR (IV) AGAINST HIDDEN DEFECTS. Some
states/jurisdictions do not allow the exclusion of implied warranties, so the
above exclusion may not apply to you, and you may have other legal rights that
vary from state to state or by jurisdiction. LICENSEE ACKNOWLEDGES THAT
IN ENTERING INTO THIS AGREEMENT, LICENSEE HAVE RELIED UPON LICENSEE’S OWN
EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE SOFTWARE AND THAT LICENSEE HAS
SATISFIED ITSELF AS TO THE SUITABILITY OF THE SOFTWARE TO MEET LICENSEE’S
REQUIREMENTS.
b) Limitation of
Liability (Section 8): the
following replaces the terms of this section in its entirety:
TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, in no event
will SAP or its DISTRIBUTORS, SUPPLIERS or aFFILIATES be liable TO you OR ANY
THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OR INACCURANCY OF ANY DATA, OR
COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING
NEGLIGENCE) AND EVEN IF SAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SAP AND ITS SUPPLIERS’
AGGREGATE LIABILITY TO LICENSEE FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE
WHATSOEVER SHALL BE LIMITED TO THE SOFTWARE LICENSE FEES PAID BY LICENSEE FOR
THE SOFTWARE OR THE FEES PAID BY LICENSEE FOR THE SERVICE DIRECTLY CAUSING THE
DAMAGES. THESE LIMITATIONS WILL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS
LICENSE AGREEMENT. LICENSEE FURTHER ACKNOWLEDGES THAT THE LIMITATIONS OF THIS
SECTION ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN THE ABSENCE OF
SUCH LIMITATIONS THE PRICING AND OTHER TERMS SET FORTH IN THIS AGREEMENT WOULD
BE SUBSTANTIALLY DIFFERENT.
c) General (Section 12) The following replaces the word “New
York”:
Brazil
Germany and Austria
a) Warranty (Section 7): The following replaces the terms of this
section in its entirety:
SAP warrants that the Software
provides the functionalities set forth in the associated documentation
(“Documented Functionalities”) for the Limited Warranty Period following
receipt of the Software when used on the recommended hardware
configuration. Limited Warranty Period
means one year if you are a business user and two years if you are not a
business user. Non-substantial variation
from the Documented Functionalities does not establish any warranty
rights. THIS LIMITED WARRANTY DOES NOT
APPLY TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE (FOR EXAMPLE, UPDATES,
PRE-RELEASE, EVALUATION, OR NFR) OR SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO
THE EXTENT SUCH ALTERATION CAUSED A DEFECT.
To make a warranty claim, you must return, at SAP expense, the Software
and proof of purchase to the company from whom you obtained it. If the functionalities of the Software vary
substantially from the agreed upon functionalities, SAP is entitled, by way of
re-performance and at is own discretion, to repair or replace the Software. If that fails, you are entitled to a
reduction of the purchase price or to cancel the purchase agreement.
b) Limitation of Liability (Section 8): the following
paragraph is added to this Section:
The limitations and
exclusions specified in this Section will not apply to damages caused by SAP’s
intentional or by gross negligence. In
addition, SAP shall be responsible up to the amount of the typically
foreseeable damages from any damage which has been caused by SAP or its agents
due to the slightly negligent breach of a material contractual duty. This limitation of liability shall apply to
all damage claims, irrespective of the legal basis there of and in particular,
to any pre-contractual or auxiliary contractual claims. This limitation of liability shall not,
however, apply to any mandatory statutory liability under the product liability
act nor to any damage which is caused due to the breach of an express warranty
to the extent the express warranty was intended to protect you from the
specific damage incurred. This clause
shall not be intended to limit liability where the extent of liability is
provided by mandatory law.
c) General (Section 12): The following replaces
the first sentence of this section:
This Agreement is governed by the laws
of country in which you acquired the Software, without reference to conflict of
laws provisions or the United Nations 1980 Convention on Contracts for the
International Sale of Goods and any amendments thereto.
italy
a) Limitation of Liability (Section 8): the following replaces
the terms of this section in its entirety:
Apart from damages
arising out of gross negligence or willful misconduct for which SAP may not
limit its liability, SAP’s liability for direct and indirect damages related to
the original or further defects of the Software, or related to the use or the
nonuse of the Software or related to any case whatsoever for breach of the
Agreement, shall be limited to the fees paid by you to SAP for the Software or
for the part of the Software upon which the damages were based.
b) General (Section 12): The following replaces
the first sentence of this section:
This Agreement is governed by the laws
of country in which you acquired the Software, without reference to conflict of
laws provisions or the United Nations 1980 Convention on Contracts for the
International Sale of Goods and any amendments thereto.
United Kingdom
c) General (Section 12): The following replaces
the first sentence of this section:
This Agreement is
governed by the laws of England and Wales, without reference to conflict of
laws provisions or the United Nations 1980 Convention on Contracts for the
International Sale of Goods and any amendments thereto. Notwithstanding any other provision in this
Agreement, nothing in this Agreement shall create or confer (whether expressly
or by implication) any rights or other benefits whether pursuant to the
Contracts Rights of Third Parties) Act 1999 or otherwise in favour of any
person not a party hereto.
Please indicate below
whether you accept, or do not accept, the terms and conditions of this software
license agreement.