SAP DEVELOPERS NETWORK – SAP 90 DAYS EVALUATION LICENSE AGREEMENT for USA and Canada IMPORTANT-READ CAREFULLY: This SAP Evaluation License Agreement ("Evaluation License") is a legal agreement between you (either an individual or a single entity) and SAP AG ("SAP") for the SAP software product(s) downloaded from SAP Developers Network ("SDN") or from any other network or homepage, whether operated by SAP or not, which includes (a) computer software, such as (i) software that is installed and provides services on a computer acting as a server ("Server Software", and the computer running the Server Software shall be referred to as the "Server"), (ii) software that allows an electronic device ("Device") to access or utilize the services or functionality provided by the Server Software ("Client Software"); and/or (iii) "Tools" which may and/or can only, be used in conjunction with additional software and (b) may include associated SAP content or other material("Software Product"). BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EVALUATION LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS EVALUATION LICENSE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE PRODUCT. The Software Product 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 SOFTWARE PRODUCT IS LICENSED, NOT SOLD. 1. GRANT OF LICENSE. Provided that you comply with all terms and conditions of this Evaluation License, SAP grants to you the following rights under this Evaluation License a non-exclusive, non-perpetual license to use the Software Product solely for purposes of testing and evaluation of the Software Product for the limited period specified below. Unless explicitly mentioned otherwise herein, You shall only install and use one copy of the Software Product (or any component thereof) on the same computer or same Device used by You or (for entities) within your organization and only for the purposes specified in this Evaluation License. YOUR RIGHT TO USE THE SOFTWARE PRODUCT SHALL BE EFFECTIVE FROM THE DATE YOU FIRST INSTALL ANY PORTION OF THE SOFTWARE PRODUCT ON ANY DEVICE FOR A PERIOD OF NINETY (90) DAYS. SOME OF THE SOFTWARE PRODUCTS 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 SOFTWARE PRODUCT EITHER (i) AT THE END OF YOUR USAGE OF THE PROGRAMS FOR THE ABOVE USES OR (ii) AT THE END OF THE EVALUATION PERIOD AS SPECIFIED ABOVE. If you desire to use the Software Product after your evaluation is completed, you will need to acquire a validly licensed copy of the non-evaluation version of the Software Product. The SOFTWARE PRODUCT is "NOT FOR PRODUCTION USE". You may not demonstrate, test, examine, evaluate or otherwise use the Software Product in a live operating environment or with data that has not been sufficiently backed up. All rights not expressly granted are reserved by SAP. Software Products used for other than the approved usage will be considered a breach of this Evaluation License. In case you download Server Software, in particular the following provisions shall apply: (a) You may install only once and use the Server Software on each computer used by you or (for entities) each computer within your organization. The Software Product may contain several copies of the Server Software, each of which is compatible with a different microprocessor architecture. You are only authorized to use the copy of the Server Software that is appropriate for your Server. (b) Solely for purposes of your use of the Software Product as authorized under this Evaluation License, you may permit three (3) authorized Devices to access or otherwise utilize the services or functionality of the Server Software. 2. DEMAND FOR EXAMINATION. SAP hereby requests that you fully examine the Software Product during the term of this Evaluation License so that you will be fully familiar with it before obtaining a copy of the non-evaluation version of the Software Product. Only your full examination now will determine whether or not the non-evaluation version will be merchantable or fit for your particular purposes. 3. ADDITIONAL LIMITATIONS. You may not reverse engineer, decompile, or disassemble the Software Product, except to the extent such foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation. You may not rent, lease, lend, or transfer the Software Product. You may not disclose the results of any benchmark test of either the Server Software or Client Software to any third party without SAP's prior written approval. 4. FEEDBACK "Feedback" for purposes of this Evaluation License means any information and materials provided by You, following the licensing of Software under this Evaluation License and which relates directly to the design, functions and performance of SAP Software and/or other SAP products. Regarding Feedback provided by You to SAP under this Evaluation License in the course of evaluating the Software Product, SAP shall be granted a worldwide, exclusive, fully paid up royalty free, perpetual and irrevocable copyright license, including, but not limited to the right to copy, modify, transfer, distribute, sublicense and/or prepare derivative works. As far as those rights directly accrue to an employee of You, i.e. copyright, patent rights, You shall ensure through appropriate undertakings with these employees involved any transfer of rights under this Agreement. 5. INTELLECTUAL PROPERTY RIGHTS. All ownership, title and intellectual property rights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Software Product), and any copies you are permitted to make herein are owned by SAP or its suppliers. All ownership, title and intellectual property rights in and to the content which may be accessed through use of the Software Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Evaluation License grants you no rights to use such content. For each copy of the Software Product you are authorized to use above, and only to the extent required by law, you may also reproduce one additional copy of the Software Product solely for archival or restoration purposes. 6. AUDITING AND REPORTING SAP may audit Your usage and number of each Software Product 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. 7. U.S. GOVERNMENT RESTRICTED RIGHTS. All Software Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Software Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. 8. EXPORT RESTRICTIONS. You agree to comply with all applicable international and national laws that apply to the Software Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. 9. APPLICABLE LAW. If you acquired this Software Product in the United States or Canada, this Evaluation License is governed by and construed under the laws of the State of New York without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. If, for any reason, a court of competent jurisdiction finds any provision of this Evaluation License, or portion thereof, to be unenforceable, that provision of the Evaluation License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Evaluation License shall continue in full force and effect. If this Software Product was acquired outside the United States or Canada, then a separate Evaluation License as attached below has been included to govern the non-US territory. 11.QUESTIONS. Should you have any questions concerning this Evaluation License, or if you desire to contact SAP for any reason, please contact the SAP subsidiary serving your country. 12. DISCLAIMER OF WARRANTIES. The Software Product(s) is being provided "AS IS AND WITH ALL FAULTS" and without warranty of any kind. You expressly acknowledge and agree that the use of the Software Product(s) is at Your sole risk. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, SAP AND SAP'S LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. SAP AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION CONTAINED IN THE DOWNLOADED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE DOWNLOADED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DOWNLOADED SOFTWARE WILL BE CORRECTED. FURTHERMORE, SAP AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE DOWNLOADED SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SAP OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASES THE SCOPE OF THIS WARRANTY. 13. LIMITATION OF LIABILITY AND REMEDIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL SAP, ITS AFFILIATES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT(S), EVEN IF SAP OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ---------------------------------------------- SAP DEVELOPERS NETWORK – SAP 90 DAYS EVALUATION LICENSE (LOAN-) AGREEMENT for all countries except USA and Canada IMPORTANT-READ CAREFULLY: This SAP Evaluation License Agreement ("Evaluation License") is a legal agreement between you (either an individual or a single entity) and SAP AG ("SAP") for the SAP software product(s) downloaded from SAP Developers Network ("SDN") or from any other network or homepage, whether operated by SAP or not, which includes (a) computer software, such as (i) software that is installed and provides services on a computer acting as a server ("Server Software", and the computer running the Server Software shall be referred to as the "Server"), (ii) software that allows an electronic device ("Device") to access or utilize the services or functionality provided by the Server Software ("Client Software"); and/or (iii) "Tools" which may and/or can only, be used in conjunction with additional software and may (b) include associated SAP content or other material ("Software Product"). BY CLICKING THE "I-AGREE" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EVALUATION LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS EVALUATION LICENSE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE PRODUCT. The Software Product 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 SOFTWARE PRODUCT IS LENT, NOT SOLD. 1. GRANT OF LICENSE. Provided that you comply with all terms and conditions of this Evaluation License, SAP grants to you the following rights under this Evaluation License a non-exclusive, non-perpetual license to use the Software Product solely for purposes of testing and evaluation of the Software Product for the limited period specified below. Unless explicitly mentioned otherwise herein, You shall only install and use one copy of the Software Product (or any component thereof) on the same computer or same Device used by You or (for entities) within your organization and only for the purposes specified in this Evaluation License. YOUR RIGHT TO USE THE SOFTWARE PRODUCT SHALL BE EFFECTIVE FROM THE DATE YOU FIRST INSTALL ANY PORTION OF THE SOFTWARE PRODUCT ON ANY DEVICE FOR A PERIOD OF NINETY (90) DAYS. SOME OF THE SOFTWARE PRODUCTS 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 SOFTWARE PRODUCT EITHER (i) AT THE END OF YOUR USAGE OF THE PROGRAMS FOR THE ABOVE USES OR (ii) AT THE END OF THE EVALUATION PERIOD AS SPECIFIED ABOVE. If you desire to use the Software Product after your evaluation is completed, you will need to acquire a validly licensed copy of the non-evaluation version of the Software Product. The SOFTWARE PRODUCT is NOT FOR PRODUCTION USE. You may not demonstrate, test, examine, evaluate or otherwise use the Software Product in a live operating environment or with data that has not been sufficiently backed up. All rights not expressly granted are reserved by SAP. Software Products used for other than the approved usage will be considered a breach of this Evaluation License. In case You download Server Software, in particular the following provisions shall apply: (a) You may install only once and use the Server Software on each computer used by you or (for entities) each computer within your organization. The Software Product may contain several copies of the Server Software, each of which is compatible with a different microprocessor architecture. You are only authorized to use the copy of the Server Software that is appropriate for your Server. (b) Solely for purposes of your use of the Software Product as authorized under this Evaluation License, you may permit three (3) authorized Devices to access or otherwise utilize the services or functionality of the Server Software. 2. DEMAND FOR EXAMINATION. SAP hereby requests that you fully examine the Software product during the term of this Evaluation License so that you will be fully familiar with it before obtaining a copy of the non-evaluation version of the Software Product. Only your full examination now will determine whether or not the non-evaluation version will be merchantable or fit for your particular purposes. 3. ADDITIONAL LIMITATIONS. You may not reverse engineer, decompile, or disassemble the Software Product, except to the extent such foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation. You may not rent, lease, lend, or transfer the Software Product. You may not disclose the results of any benchmark test of either the Server Software or Client Software to any third party without SAP's prior written approval. 4. FEEDBACK. "Feedback" for purposes of this Evaluation License means any information and materials provided by You, following the licensing of Software under this Evaluation License and which relates directly to the design, functions and performance of SAP Software and/or other SAP products. Regarding Feedback provided by You to SAP under this Evaluation License in the course of evaluating the Software Product, SAP shall be granted a worldwide, exclusive, fully paid up royalty free, perpetual and irrevocable copyright license, including, but not limited to the right to copy, modify, transfer, distribute, sublicense and/or prepare derivative works. As far as those rights directly accrue to an employee of You, i.e. copyright, patent rights, You shall ensure through appropriate undertakings with these employees involved any transfer of rights under this Agreement. 5. INTELLECTUAL PROPERTY RIGHTS. All ownership, title and intellectual property rights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Software Product), and any copies you are permitted to make herein are owned by SAP or its suppliers. All ownership, title and intellectual property rights in and to the content which may be accessed through use of the Software Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Evaluation License grants you no rights to use such content. For each copy of the Software Product you are authorized to use above, and only to the extent required by law, you may also reproduce one additional copy of the Software Product solely for archival or restoration purposes. 6. AUDITING AND REPORTING SAP may audit your usage and number of each Software Product 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. 7. U.S. GOVERNMENT RESTRICTED RIGHTS. All Software Products provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Software Products provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. 8. EXPORT RESTRICTIONS. You agree to comply with all applicable international and national laws that apply to the Software Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. 9. APPLICABLE LAW. The sole place of jurisdiction for all differences arising out of this contract shall be Karlsruhe, Germany, if Customer is a business person, a body corporate, or special fund under public law. German law without UN sales laws shall apply exclusively. 10. QUESTIONS. Should you have any questions concerning this Evaluation License, or if you desire to contact SAP for any reason, please contact the SAP subsidiary serving your country. 11. DISCLAIMER OF WARRANTIES. SAP does not guarantee or warrant any features or qualities of the Software Product or give any undertaking with regard to any other quality. No such warranty or undertaking shall be implied by Customer from any other published SAP description of or advertisement for the Software except to the extent SAP has expressly confirmed that other quality in writing. Warranties are validly given only with the express written confirmation of SAP’s management. 12. LIMITATION OF LIABILITY. SAP shall be liable in contract or in tort, or otherwise for loss or wasted work, to the full extent in cases where the claim is based upon intent. In all other cases SAP explicitly excludes its entire liability and shall not be liable. SAP AG, Walldorf, Germany