1. SAP Ariba Financial Ecosystem. In addition to the Terms of Use (Supplier) (the AN Terms) to which your company ("You", or "Your") has agreed in the creation/activation of Your Ariba Network account, these 'Terms for the SAP Ariba Network Financial Ecosystem Services for Suppliers' ("Financial Ecosystem Supplier Terms") shall apply with respect to Your election to request certain banking products and services from certain third party banks and other financial institutions ("F-I Products & Services"), and are hereby incorporated into and made part of Your AN Terms.
   
   SAP Ariba's F-I Products & Services is an "Optional Service" under the AN Terms. Capitalized words used in this Financial Ecosystem Supplier Terms shall have the meaning set forth in the AN Terms unless expressly defined below.


2. Third Party F-I Products & Services. The F-I Products & Services are offered and provided by third party banks and other financial institutions ("F-Is") that have an agreement with SAP Ariba to make their F-I Products & Services available to SAP Ariba's Ariba Network community of suppliers.


3. SAP Ariba Roles. The role of Ariba, Inc. ("SAP Ariba") with respect to the F-I Products & Services is limited. Other than with respect to certain technical features and capabilities within the Ariba Network that support certain F-I Products & Services ("Technical Features"), SAP Ariba's role is otherwise limited to making available to You an opportunity for You to request a referral to an F-I, or F-I's, if you elect more than one referral, ("Referral Request"). SAP Ariba will facilitate the Referral Request either electronically (from within the Ariba Network) or manually, or a combination of both. Subject to the Technical Features, and subject to the further provisions of these Financial Ecosystem Supplier Terms, SAP Ariba's role and responsibility is limited to the Referral Request; and in all other respects the F-I Products & Services are provided by the F-I's and their associated affiliates, partners and other service providers.


4. The F-I Products & Services that You may request of an F-I are between You and the F-I. SAP Ariba is neither Your agent nor the agent of the F-I with respect to any such F-I Products & Services. SAP Ariba is not a party to Your FI Contract.


5. Prerequisites. Some F-I Products & Services may only be relevant and available to You if Your invoices are identified by a buying organization that has (i) subscribed to an appropriate SAP Ariba Cloud Service for Buyers (a "Buyer"); and (iia) established an appropriate commercial relationship with the F-I that will support the F-I Products & Services that You have requested of the F-I ("Buyer-FI Relationship"); or (iib) an established a Customer Community. Other F-I Products & Services may be ad hoc services that the FI's offer to Suppliers, independent of any Buyer-FI Relationship and/or Customer Community.
   
   "Customer Community" means a Buyer-controlled group of Suppliers and one or more F-I's providing the applicable financing to facilitate financing related to payments due from that specific Buyer.


6. Separate F-I Contract. You acknowledge and agree that by accessing the F-I Products & Services, making a Referral Request and using an F-I Products & Service, You have or will have a separate contractual and commercial relationship with each F-I ("FI Contract"). You agree that SAP and SAP Ariba are not responsible in any way for the F-I's agreement with You, nor for their respective products, services, or performance to You in relation to any F-I Products & Services.


7. No Liability. For the avoidance of doubt, the F-I Products & Services are provided entirely by the relevant F-I, and not by SAP or SAP Ariba. Subject to the AN Terms, neither SAP nor SAP Ariba shall otherwise be liable to You with respect to any costs, liabilities or damages arising or resulting from Your access to and subsequent use of any F-I Products & Services.


8. Geographic Restrictions. Only F-I's determine the relevant geographic application of any F-I Products & Services. Certain jurisdictional restrictions may apply ("Geographic Restrictions"). Geographic Restrictions are solely a matter for the F-I's. SAP Ariba recommends that You understand an F-I's Geographic Restrictions before making entering into any FI Contract.


9. Representations. It is Your sole responsibility to ensure that any and all authorizations, approvals, Data or other information required to enable You to access, use, and continue to use any F-I Products & Services ("Information") are true, correct and complete in all respects ("Representation"). This Representation is made by You for the benefit of SAP and SAP Ariba. Your Representation extends to (i) Your management of Your authorized representatives and user accounts, and (ii) Data and/or or instructions in relation thereto to which You are a party. NEITHER SAP NOR SAP ARIBA SHALL BE LIABLE TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR, OR YOUR ORGANIZATION'S EMPLOYEES' OR AGENTS', FRAUD, ERROR OR OMISSION, AND YOU HEREBY RELEASE, AND AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SAP AND SAP ARIBA FROM ANY AND ALL CLAIMS ARISING FROM OR RELATED TO ANY SUCH FRAUD, ERROR OR OMISSION.


10. Your Responsibility. It is solely within Your control to elect settlement via an F-I Products & Services from a specific Buyer and involving a specific F-I, and You represent and warrant that any persons who authorize receipt of settlement using F-I Products & Services on Your behalf are duly authorized by You to perform such duties (each, an "Authorized Person"). It is Your responsibility to promptly notify the relevant F-I or F-I's if there are any changes with respect to the persons who are Your Authorized Persons, including, but not limited to any such changes which would result in Your breach or alleged breach of any term, covenant, condition, representation, warranty or agreement with SAP Ariba, SAP or any agreement related to Your FI Contract. For any actions taken by individuals using Your login credentials, You agree that SAP and SAP Ariba are entitled to rely on Your representation that such individuals are Authorized Persons. NEITHER SAP NOR SAP ARIBA SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM INCORRECT FINANCING OR PAYMENT INSTRUCTIONS OR TRANSACTION DATA PROVIDED BY A BUYER IN A REQUEST BY BUYER TO INITIATE A PAYMENT TO YOU USING THE ANY F-I PRODUCTS & SERVICES.


11. Fees. Your use of the F-I Products & Services and Referral Requests do not trigger additional fees from You to SAP Ariba beyond what would be due to SAP Ariba pursuant to Your exchange of an invoice document as part of the Fulfillment service in the Ariba Network under the AN Terms. Fees may be collected by an F-I in certain circumstances pursuant to Your FI Contract. SAP or SAP Ariba may receive compensation from the F-I with regard to the relevant F-I Products & Service. If SAP Ariba decides to begin charging fees for Your use of the F-I Products & Services, SAP Ariba will provide timely notice (using email notice to the administrative contact for Your Ariba Network account or notice provisions set forth in the any associated F-I Products & Services data sheet as SAP Ariba may issue from to time) of the proposed fees, and an opportunity for You to stop using the F-I Products & Services and making Referral Requests.


12. Disputes. SAP Ariba is not obligated to resolve any disputes between You and Your Buyer or You and the F-I with respect to the transactions for which payments are initiated using an F-I Product & Service. It is solely the responsibility of You and Your Buyers to determine the rights, responsibilities and remedies regarding the transactions for which payments are initiated via the F- I Product & Service, including but not limited to offer, acceptance, passing of title, examination of goods or any other matters related to the sale or lease of goods or services.


13. Suitability. It is solely Your responsibility to determine if an F-I Product & Service will meet Your own particular internal, legal and regulatory requirements related to invoicing, procurement and the submission and processing of payments in satisfaction of outstanding invoices and other banking products and services offered by an F-I under your FI Contract.


14. Indemnities. In addition to any other indemnities provided for in the AN Terms and under these Financial Ecosystem Supplier Terms, You further agree to indemnify, defend and hold SAP and SAP Ariba and its affiliates, stockholders, directors, employees, officers and agents harmless from and against any and all liabilities, judgments, arbitration awards, actions, suits, claims, demands, losses, damages, costs, expenses and attorneys' fees incurred in connection with Your access to and use of any F-I Product & Service or Your breach or alleged breach of any term, covenant, condition, representation, warranty or agreement with SAP Ariba and SAP or any agreement related to the F- I Products & Services, including, but not limited to the AN Terms or in these Financial Ecosystem Supplier Terms.


15. Modification. SAP Ariba reserves the right to modify the technology underlying or to otherwise amend the F-I Products & Services from time to time; provided that such modifications or amendments do not materially adversely affect the obligations of either party under this Agreement. SAP Ariba may discontinue Referral Requests at any time, with or without notice to You. You may elect to discontinue the F-I Products & Services at any time by electing to do so in the administration of Your account on the Ariba Network. With respect to any Referral Request, it is Your decision entirely whether you accept any F-I Product & Services. Deactivation of Your Ariba Network account for any reason will discontinue Your rights to utilise the F-I Products & Services and Referral Requests.


16. Data Disclosure. You acknowledge to and agree with SAP Ariba that:
            (i) SAP Ariba may disclose and transfer your Registration Data or your other Data that you and/or or your Affiliates have provided through your access to and use of the Ariba Network pursuant to your instructions under a Referral Request to the relevant F-I and to their Affiliates and their respective service providers; and (ii) to any other person or entity with Your prior written instructions or prior written consent – (email acceptable in either case); or (iii) if SAP Ariba has a right or duty to disclose or is permitted or compelled to so disclose Your Data or other information by law.
            (ii) In respect of any referral request and Your use of any associated F-I Products & Services, You are instructing SAP Ariba to transmit Your Data and certain Personal Information (also referred to as Personal Data) to the F-I (including to countries outside the European Economic Area), and to the extent that You provide to SAP Ariba or authorize SAP Ariba to collect any Personal Data (including personal information of your employees and representatives), you confirm that you have obtained the consent of each such individual to provide that Personal Data to SAP Ariba and for SAP Ariba to disclose and transfer that Personal Data as described in this section. You further confirm that You have obtained the consent of each such individual for SAP Ariba to collect, use, disclose and transfer that Personal Data for the purpose contemplated by these Financial Ecosystem Supplier Terms and in accordance with the AN Terms, including the Data Processing Agreement (Ariba Network).
            (iii) In respect to any information shared with an F-I using the Ariba Network, including without limitation any information that contains information about a Buyer, You represent and warrant that You have the authority to share such Data.
            (iv) Comply with all applicable privacy, consumer and other laws and regulations with respect to Your provision, use and disclosure of Your Data, including Personal Data).


17. Acceptance. Your acceptance of these Financial Ecosystem Supplier Terms may be evidence electronically within the F-I Products & Services itself, or it may be undertaken by SAP Ariba manually by its collection from You of a copy of these Financial Ecosystem Supplier Terms appropriately signed by You. SAP Ariba recommends that You ensure You maintain a copy of these Financial Ecosystem Supplier Terms and Your acceptance. Unless and until SAP Ariba is reasonably satisfied that You have accepted these Financial Ecosystem Supplier Terms, no referral to any F-I will be permitted or undertaken by SAP Ariba; and if SAP Ariba may cancel any Referral Requests until it has satisfactory evidence that You have accepted these Financial Ecosystem Supplier Terms.


18. Updates. Updates to these Financial Ecosystem Supplier Terms shall be made in accordance with the AN Terms. By continuing using the F-I Products & Services after notice of updates, You reconfirm Your agreement with these Financial Ecosystem Supplier Terms (to the extent such reconfirmation is allowed under applicable law).

      SAP AND SAP Ariba. References to SAP Ariba means Ariba Inc, a US-incorporated corporation, a European incorporated company headquartered in Walldorf Germany ("SAP").

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      21 November 2019