PERMISSION REQUEST and AGREEMENT Use of SAP Copyrighted Material

PERMISSION REQUEST and AGREEMENT – Use of SAP Copyrighted Material

To request permission to use SAP Material, please complete and execute this form, and send it with the samples requested to . No consent is provided unless and until this document has been signed by both You and SAP. You must obtain SAP’s permission prior to engaging in any use of SAP Material.

Your contact information
Name
Company
Address
E-mail address
Phone number
Description of the SAP Material you wish to use (“SAP Material”)
Please provide a copy and indicate the source of the SAP Material (for example, which website or product it came from)
Description of the proposed Permitted Use (“Permitted Use”)
Please provide details as to how and why you wish to use the SAP Material, including a) how SAP and its products fit into your project, b) whether the use is commercial or non-commercial, and c) the intended audience
Please provide samples of the surrounding copy or text that will be used with the SAP Material
Please identify the media in which you wish to use the SAP Material (for example, website, book, journal article, etc.), including identifying information (for example, website URL; book title, publisher, publishing date, and countries where it will be distributed when applicable; etc.)
Length of time for which you are requesting permission (“Permitted Term”)
Please state the length of time for which you are requesting permission (for example a one-time use, a limited number of years, or a perpetual use)

If after reviewing your submission SAP agrees to your request, it will execute this Permission Request and Agreement (“Permission Agreement”) and return it to you. The Permission Agreement is effective only when signed by both parties. It is your obligation to archive a copy of the fully executed document to evidence that consent was provided.

LICENSE GRANT, CONDITIONS AND ADDITIONAL TERMS: Effective upon the execution of the Permission Agreement by both You and SAP, you are granted a limited, non-exclusive license to use, reproduce and distribute the SAP Material solely for the Permitted Use and solely during the Permitted Term, subject to the following conditions:

· You must use the SAP Materials without modification (except as may be necessary to resize or otherwise convert the SAP Material to a permitted format).

· You must include the statement “Used with permission of SAP SE or an SAP affiliate company” in a prominent location.

· You may not use the SAP Material in any offensive manner or context, for example in a way that is defamatory, disparaging or libelous to, or otherwise presents false or misleading information regarding, SAP or any other party, or its or their products or services; in conjunction with obscene or pornographic material; or in a manner that suggests bias based on race, national origin, gender, sexual orientation, or religion; or in any manner that would be illegal under applicable law.

· You may not imply any SAP sponsorship, affiliation or endorsement.

· You may not use the SAP Material for a purpose competitive with SAP or its products unless otherwise clearly permitted by applicable law.

This Permission Agreement is subject to the following additional terms:

· The SAP Materials and all copies shall remain at all times the exclusive property of SAP SE and/or an SAP affiliate company.

· The license granted under this Permission Agreement will terminate automatically, without requirement of notice to you, if you breach any of the above conditions of the license grant. In the event of termination you shall promptly cease all use of the SAP Materials.

IMPORTANT: The Additional Terms and Conditions set forth on Exhibit A, which contains disclaimers of warranties and liabilities and other important provisions, is incorporated into and is a part of this Permission Agreement. Please review those terms and conditions carefully before signing this Permission Agreement.

SAP SE or an SAP affiliate company
[Insert your company name] (“You”)
By: / By:
Title: / Title:
Date: / Date:

Exhibit A: ADDITIONAL TERMS AND CONDITIONS OF PERMISSION AGREEMENT

The following terms and conditions are incorporated into the Permission Agreement:

1. DISCLAIMER OF WARRANTY.

a) If You are located outside the US or Canada: As THE SAP MATERIAL IS provided to You free of charge, SAP does not guarantee or warrant any features or qualities of THE SAP MATERIAL or give any undertaking with regard to any other quality. ANY AND All warranty claims are subject to the limitation of liability sECTION BELOW.

b) If You are located in the US or Canada: THE SAP MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OR OBLIGATION OF ANY KIND WHATSOEVER. SAP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE. NEITHER SAP, NOR ITS SUBSIDIARIES NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS LOSSES, BUSINESS INTERRUPTION, LOSS OF DATA, AND THE LIKE) ARISING OUT OF YOUR USE OR DISTRIBUTION OF THE SAP MATERIALS., EVEN IF SYBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so the above exclusions may not apply to You.

2. LIMITATION OF LIABILITY:

a) If You are located outside the US or Canada: IRRESPECTIVE OF THE LEGAL REASONS, SAP SHALL ONLY BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT IF SUCH DAMAGE (I) CAN BE CLAIMED UNDER THE GERMAN PRODUCT LIABILITY ACT OR (II) IS CAUSED BY INTENTIONAL MISCONDUCT OF SAP OR (III) CONSISTS OF PERSONAL INJURY. IN ALL OTHER CASES, NEITHER SAP NOR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGE OR CLAIMS HEREUNDER.

b) If You are located in the US or Canada: IN NO EVENT SHALL SAP BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AMOUNT IN EXCESS OF $100 ARISING OUT OF OR RELATED TO YOUR USE, DISTRIBUTION OR OTHER ACTIVITIES IN CONNECTION WITH THE SAP MATERIALS. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST SAP, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. YOUR SOLE REMEDY IN THE EVENT OF BREACH OF THIS PERMISSION AGREEMENT BY SAP OR FOR ANY OTHER CLAIM RELATED TO THE SAP MATERIALS SHALL BE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SAP AND/OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.

3. LAW/VENUE

a. If You are located outside the US or Canada: This Permission Agreement is governed by and construed in accordance with the laws of Germany. You and SAP agree to submit to the exclusive jurisdiction of, and venue in, the courts of Karlsruhe in Germany in any dispute arising out of or relating to this Permission Agreement.

b. If You are located in the US or Canada: This Permission Agreement shall be governed by and construed under the Commonwealth of Pennsylvania law 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Permission Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply.

4. MISCELLANEOUS: This Permission Agreement constitutes the complete and exclusive statement of the Permission Agreement between You and SAP related to the subject matter hereof, and supersedes all prior written and oral contracts, proposals and other communications between the parties relating to the subject matter. Oral Permission Agreements do not exist. You may not assign or otherwise transfer any of its rights under this Permission Agreement without SAP’s prior written consent. If any provision of this Permission Agreement proves to be invalid, this will not affect any other provision of this Permission Agreement. This Permission Agreement does not entitle either party to use the other party’s name, trademark or trade designation for purposes of advertising and marketing without prior written consent of this party. The waiver by either party of any of its rights hereunder shall not be construed as a waiver of any subsequent breach.

For SAP internal use only (the Permission Agreement is not effective until signed on behalf of SAP on the previous page):

Business approval for the permission requested under this Permission Agreement has been provided by the following SAP business representative:

Signature:
Printed Name:
Title:
Date: