- "Agreement" means these GTC and the Order Form provided to Customer during the electronic ordering process.
- "Cloud Service" means SAP Learning Hub,edition for SAP Next-Gen.
- "Confidential Information" means
- with respect to Customer: any Customer Data or Customer financial information, and
- with respect to SAP: the Cloud Service, Documentation, Cloud Materials and information regarding SAP research and development, product offerings, pricing and availability.
- Confidential Information of either SAP or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
- "Customer" means the entity identified in the Order Form.
- "Customer Data" means any content, materials, data and information that Customer enter into the production system of a Cloud Service or that Customer derives from its use of and stores in the Cloud Service (e.g. Customer-specific reports).
- "Documentation" means SAP's then-current technical and functional documentation, including any roles and responsibilities descriptions relating to the Cloud Services which SAP makes available to Customer under the Agreement.
- "Export Laws" means all applicable import, export control and sanctions laws, including without limitation, the laws of the United States, the EU, and Germany.
- "Feedback" means input, comments or suggestions regarding SAP’s business and technology direction, and the possible creation, modification, correction, improvement or enhancement of the Cloud Service.
- "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) 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.
- "Order Form" means the confirmation documents provided to Customer after completion of the electronic ordering process for the Cloud Service.
- "Product Supplement" the product specific document for SAP Learning Hub published on https://www.sap.com/about/trust-center/agreements/cloud/cloud-services.html?sort=latest_desc&search=learning+hub&tag=language%3Aenglish&pdf-asset=801472ae-e57d-0010-bca6-c68f7e60039b&page=1&source=social-atw-mailto which is included in the Agreement by reference.
- "SAP Materials" means any materials (including statistical reports) provided, developed or made available by SAP (independently or with Customer’s cooperation) in the course of performance under the Agreement,. SAP Materials do not include the Customer Data, or the Cloud Service. SAP Materials may also be referred to in the Agreement as “Cloud Materials”.
- "SAP" means the company identified in the Order Form.
- "SAP SE" means SAP SE, the parent company of SAP.
- "Subscription Term" means 12 months beginning on the date of the Order Form.
- USAGE RIGHTS AND RESTRICTIONS
- Grant of Rights
SAP grants to Customer a non-exclusive and non-transferable right to use the Cloud Service (including its implementation and configuration), SAP Materials and Documentation solely for Customer’s personal and individual use and is subject to the terms of the Product Supplement. Customer may use the Cloud Service world-wide, except Customer shall not use the Cloud Service from countries where such use is prohibited by Export Laws. Permitted uses and restrictions of the Cloud Service also apply to SAP Materials and Documentation.
- Suspension of Cloud Service
SAP may suspend or limit use of the Cloud Service if continued use may result in material harm to the Cloud Service or its users. SAP will promptly notify Customer of the suspension or limitation. SAP will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.
- Third Party Web Services
The Cloud Service may include integrations with web services made available by third parties that are accessed through the Cloud Service and subject to terms and conditions with those third parties. These third party web services are not part of the Cloud Service and the Agreement does not apply to them. SAP is not responsible for the content of these third party web services.
- Mobile Access to Cloud Service
The Cloud Service may be accessed through mobile applications obtained from third-party websites such as Android or Apple app stores. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.
- On-Premise Components
The Cloud Service may include on-premise components that can be downloaded and installed (including updates) by Customer. Customer may only use the on-premise components during the Subscription Term.
- Grant of Rights
- SAP RESPONSIBILITIES
SAP provides access to the Cloud Service as described in the Agreement. SAP makes the Cloud Service available and is responsible for its operation.
SAP provides support for the Cloud Service as outlined in the Product Supplement.
SAP will implement and maintain appropriate technical and organizational measures to protect the personal data processed by SAP as part of the Cloud Service in compliance with applicable data protection law.
As the Cloud Service evolves, SAP may improve or modify the Cloud Service. This includes the option to remove functionality from the Cloud Service where SAP either provides a functional equivalent or where this does not materially reduce key functionality of the Cloud Service. Functionality beyond the initial scope of the Cloud Service may be subject to additional terms and Customer’s use of such additional functionality shall be subject to those terms. SAP is not obliged to inform Customer about such improvements or modifications.
- CUSTOMER AND PERSONAL DATA
- Customer Ownership
Customer retains all rights in and related to the Customer Data.
- Customer Data
Customer is responsible for the Customer Data and entering it into the Cloud Service. Customer grants to SAP (including SAP SE, its affiliates and subcontractors) a non-exclusive right to process and use Customer Data to provide and support the Cloud Service.
- Personal Data
Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.
- Access to Customer Data
- During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations.
- Before the Subscription Term expires, Customer may use SAP’s self-service export tools (as available) to perform a final export of Customer Data from the Cloud Service.
- At the end of the Agreement, SAP will delete the Customer Data remaining on servers hosting the Cloud Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.
- In the event of third party legal proceedings relating to the Customer Data, SAP will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data.
- Customer Ownership
- FEES AND TAXES
- The Cloud Service is made available free of charge to Customer.
- If Customer chooses to order the Cloud Service in conjunction with a certification package, a nominal fee applies as outlined in the Order Form and must be paid by credit card. The relevant fee plus applicable taxes will be displayed in the Order Form
- TERM AND TERMINATION
The Subscription Term is as stated in the Order Form.
A party may terminate the Agreement:
- for convenience to the end of the Subscription Term or any renewal term upon 30 days notice to the other party;
- for cause upon 30 days' prior written notice of the other party's material breach of any provision of the Agreement unless the breaching party has cured the breach during such 30 day period;
- Effect of Expiration or Termination
Upon the effective date of expiration or termination of the Agreement Customer’s right to use the Cloud Service and all SAP Materials will end.
- LIMITATION OF LIABILITY
- SAP is liable in contract, tort, or otherwise for loss or wasted expenditure subject al-ways as follows:
- In cases of intent, SAP's liability extends to the full loss; in cases of gross negligence, SAP's liability is limited to the amount of foreseeable loss that would have been prevented through the exercise of due care; in cases of absence of a guaranteed quality, SAP's liability is limited to the amount of foreseeable loss that would have been prevented by the presence of the guaranteed quality. In other cases: SAP is not liable except for breach of a major obligation (Kardinalpflicht) and only up to the limits in the following sub-section.
- Contributory fault and contributory negligence may be claimed. The limits of liability in section 8.3 do not apply to liability for personal injury, or to liability under applicable products liability laws.
- All claims against SAP in contract, in tort, or otherwise for loss or wasted anticipatory expenditure are barred after a period of one year. The time bar comes into effect not later than five years after the claim arises. The provisions in sentences 1 and 2 in this section 8.4 do not apply to liability for intent or gross negligence, liability for personal injury, or liability under the applicable product liability laws.
- INTELLECTUAL PROPERTY RIGHTS
- SAP Ownership
Except for any rights expressly granted to Customer under the Agreement, SAP, SAP SE, their affiliates or licensors own all Intellectual Property Rights in and derivative works of:
- the Cloud Service;
- SAP Materials;
- Acceptable Use Policy
With respect to the Cloud Service, Customer will not:
- copy, translate, disassemble, decompile, make derivative works, or reverse engineer the Cloud Service or SAP Materials (or attempt any of the foregoing);
- enter, store, or transfer any content or data on or via the Cloud Service that is unlawful or infringes any Intellectual Property Rights;
- circumvent or endanger the operation or security of the Cloud Service; or
- remove SAP's copyright and authorship notices.
- SAP Ownership
- Use of Confidential Information.
- The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 11. Customer will not disclose the Agreement or the pricing to any third party.
- Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 11.
- In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:
- is independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
- is generally available to the public without breach of the Agreement by the receiving party,
- at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or
- the disclosing party agrees in writing is free of confidentiality restrictions.
- Use of Confidential Information.
If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement. The invalid or unenforceable provision will be replaced by a valid and enforceable provision which approximates as closely as possible the intent of the invalid or unenforceable provision. This will also apply in cases of contractual gaps.
- Trade Compliance
SAP and Customer shall comply with Export Laws in the performance of this Agreement. SAP Confidential Information is subject to Export Laws. Customer shall not directly or indirectly export, re-export, release, or transfer Confidential Information in violation of Export Laws. Customer is solely responsible for compliance with Export Laws related to Customer Data, including obtaining any required export authorizations for Customer Data. Customer shall not use the Cloud Service from Crimea/Sevastopol, Cuba, Iran, the People's Republic of Korea (North Korea) or Syria.
All notices will be in writing and given when delivered to the address set forth in an Order Form. Notices from SAP to Customer may be in the form of an electronic notice to Customer. System notifications and information from SAP relating to the operation, hosting or support of the Cloud Service can be provided within the Cloud Service, or made available via the SAP Support Portal.
Without SAP’s prior written consent, Customer may not assign, delegate or otherwise transfer the Agreement (or any of its rights or obligations) to any party. SAP may assign the Agreement to SAP SE or any of its affiliates.
SAP may subcontract parts of the Cloud Service to third parties. SAP is responsible for breaches of the Agreement caused by its subcontractors.
- Relationship of the Parties
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
- Force Majeure
Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
- Waiver of Right to Jury Trial
Each party waives any right it may have to a jury trial for any claim or cause of action arising out of or in relation to the Agreement.
- Statute of Limitation
Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within 1 year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
- Governing Law
This Agreement is governed by the laws of the country of residence of SAP.
- Entire Agreement
The Agreement constitutes the complete and exclusive statement of the agreement between SAP and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under the Agreement. Terms and conditions of any Customer-issued purchase order shall have no force and effect, even if SAP accepts or does not otherwise reject the purchase order.
As the Cloud Service is provided free of charge, without any service levels and neither SAP nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the availability, merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of SAP or product roadmaps in obtaining subscriptions for any Cloud Service.
Customer may at its sole discretion and option provide SAP with Feedback. In such instance, SAP, SAP SE and its Affiliates may in their sole discretion retain and freely use, incorporate or otherwise exploit such Feedback without restriction, compensation or attribution to the source of the Feedback.