SAP Business Network Terms of Use

1. SCOPE

SAP SE, Dietmar-Hopp-Allee 16, 69190 Walldorf/Germany, together with its wholly-owned subsidiaries and affiliates (collectively "SAP"), have created, own, and operate a network to connect trading partners for collaboration via SAP applications, networks and third-party services (the "SAP Business Network"). The SAP Business Network incorporates and connects SAP's broad array of business applications and networks. The SAP Business Network facilitates a variety of activities, including trading partner discovery, procurement, supply chain logistics management, and the ability to discover additional services from SAP and SAP's authorized solution partners ("Authorized Solution Partners").

2. ELIGIBILITY & AUTHORIZATION

Registration for and use of the SAP Business Network is not available for consumers, but solely for merchants/corporations. Therefore, if you are accessing or using the SAP Business Network on behalf of your employer or as a consultant or agent of a third party (collectively "Your Company"), you represent and warrant that you have the authority to act on behalf of and bind Your Company to the terms of this TOU and everywhere in this TOU that refers to "You" or "Your", shall mean "Your Company". The SAP Business Network is available only to businesses that have registered to use by creating an account on the SAP Business Network (each a "Registered Business"), and their users (each a "User" and collectively, "Users"). Use of certain features and functionalities may require a separate license, right to use or right to access one or more SAP Products or affiliate networks. SAP retains the sole right and discretion to decide who may register for or use any Business Network Service.

3. APPLICABILITY

A. Existing SAP Customer Agreement. The SAP Business Network Terms of Use ("Terms of Use" or "TOU") do not govern the use of any SAP cloud services (e.g., SAP HANA Cloud Platform, SAP HANA Enterprise Cloud, SAP SuccessFactors, SAP Fieldglass, SAP Ariba, etc.), or an SAP core/on-premise solution (collectively, "SAP Products"), for which customers are required to enter into a separate SAP Customer Agreement.

If Your Company has entered into a separate contract with SAP for the license or subscription to an SAP Product (each a "SAP Customer Agreement"), the terms listed herein do not apply to Your Company's use of such SAP Product and instead Your Company's SAP Customer Agreement will apply.

Separate from the SAP Products that it sells pursuant to SAP Customer Agreements, SAP also makes available the SAP Business Network, including various features and services available through the SAP Business Network ("Business Network Services"). If Your Company chooses to use the Business Network Services, Your Company's use of the Business Network Services will be subject to the TOU. If Your Company does not agree with the terms of the TOU, do not use the SAP Business Network or any Business Network Services.

B. Additional Terms. Your Company's access and use of certain Business Network Services and Optional Services may be subject to additional terms and conditions made available Your Company by SAP, or an SAP affiliate or an Authorized Solution Partner (as the case may be), at the time Your Company accesses such Business Network Services, Optional Services and/or third-party products. For any products or services offered by Authorized Solution Partners, only the respective partner terms apply to such products and services. Such partner terms must be accepted separately on behalf of Your Company. SAP is not a party to any agreement between Your Company and an Authorized Solution Partner.

4. ACCEPTANCE OF TERMS

A. Binding Agreement. Your Company's access and use of the SAP Business Network is subject to and governed by the Terms of Use. The TOU forms a legally binding agreement between Your Company and SAP. By clicking to confirm that Your Company has read and agrees to the TOU as part of a registration process, or otherwise demonstrating Your Company's consent to the TOU through a process established by SAP, Your Company accepts and agrees to abide by the terms of the TOU. If Your Company does not agree to the terms of the TOU, or if You are not authorized to bind Your Company to these terms, do not click the "I Accept" button (or equivalent) or attempt to access or use the SAP Business Network or any of the Business Network Services.

By accepting the TOU, Your Company agrees that its profile information will become part of the SAP Trading Partner database and Your Company's Selling Trading Partner profile, as applicable, will be searchable by the public unless Your Company opts to not expose its profile and basic information by editing the "Profile Visibility Settings" in Your Company's account settings.

B. Modifications to Terms. SAP may modify the TOU to reflect changes in SAP's business, the SAP Business Network, applicable law, or for other reasons deemed necessary by SAP. If the terms of the TOU change, SAP will provide notice, which may include, but is not limited to notice provided through Your Company's SAP Business Network User account. Except where prohibited by law, updates to the TOU will apply once the changes have been posted or notice has otherwise been given. Changes to the TOU will not apply retroactively. Your Company should review the TOU periodically, and each use of the Business Network Services is subject to the then-current TOU. If Your Company does not agree to changes made to the TOU, Your Company must discontinue use of the SAP Business Network.

5. SAP TRADING PARTNER DISCOVERY

A. Service Scope and Eligibility. The following terms apply only Your Company's access and use of the SAP Trading Partner Discovery Service ("Discovery Service"). The Discovery Service enables Registered Businesses seeking to acquire products or services (each, a "Buying Trading Partner") to identify Registered Businesses offering such products or services (each, a "Selling Trading Partner") (collectively, "Trading Partners") via search, recommendations or Posting matches. Postings submitted to the Discovery Service ("Postings") must be initiated by a Buying Trading Partner interested in acquiring a product or service from a Selling Trading Partner. Postings by a Selling Trading Partner offering products or services for sale are prohibited (that is, use of the Discovery Service by a Selling Trading Partner to promote itself, or its products or services other than in response to a Buying Trading Partner Posting). SAP may remove Postings, without notice, that do not comply with this requirement.

B. Applicability.

1. Buying Trading Partners. Use of the Discovery Service as a Buying Trading Partner, and the application of this section 5 to such use, occurs upon the first submission of a Posting.

2. Selling Trading Partners. Use of the Trading Partner Portal as a Selling Trading Partner, and the application of this section 5 to such use, first occurs when Your Company has (a) responded to a Buying Trading Partner contact request on the Discovery Service (within the "Leads" tab); (b) responded to a Posting; or (c) submitted a reference request through the reference request feature of the Trading Partner Portal.

3. Trading Partners Generally. For clarity, Your Company may be a Buying Trading Partner in one transaction relationship, and a Selling Trading Partner in another, depending upon whether Your Company is seeking to acquire products or services, or offering products or services. After creating an account on the Business Network, Your Company may receive emails regarding offers or potential opportunities that Your Company can learn more about on the SAP Business Network. Instructions for opting-out of such messages will be provided in the message.

C. Postings and Responses.

1. Buying Trading Partner Postings. RFQ and RFI Postings (including but not limited to title, description, territories, company name, commodities, project amount and all attachments) submitted by a Buying Trading Partner may be forwarded by SAP to, or viewed by, any User of the Discovery Service.

2. Selling Trading Partner Responses. While the details of a Buying Trading Partner's RFQ or RFI Posting are public if posted on the Discovery Service, the details of a Selling Trading Partner's Response, including bid amount, will not be shared by SAP with users other than the Buying Trading Partner. However, subject to a Buying Trading Partner's preferences, a Selling Trading Partner that has submitted a response may publicly be shown as having submitted a response.

D. Publicity and Confidentiality.

1. Publicity. The Discovery Service seeks to help Trading Partners find one another, extend their network, and transact business. This involves publicizing business contact information for Registered Businesses that have not opt-ed out of the Discovery Service. Unless Your Company has opted-out of the Discovery Service, Your Company should assume that anything Your Company submits to the Discovery Service ("Discovery Submissions") may be publicly available on the Discovery Service, except for Private Information (more on this below). Note, for example, that if Your Company provides "business contact" information for Your Company's personnel, then that person's name, professional title, phone number and email address will likely be visible to other Trading Partners using the Discovery Service. SAP uses Your profile to help Buying Trading Partners find relevant Selling Trading Partners.

i. Ratings. The Discovery Service may contain a feature that allows Users to provide ratings on their experience with other Trading Partners via the Discovery Service. For more information about this feature, see About Ratings. Your Company agrees that any rating Your Company submits must contain opinions honestly held by Your Company, and the content of the rating must be based on Your Company's actual experiences during transactions with the Trading Partner Your Company is rating. Your Company consents to SAP's display of the ratings Your Company submits.

Your Company consents to SAP's display of the ratings SAP receives about Your Company. SAP is not the author of the ratings, has not contributed to, and is not in any way responsible for such ratings (even if SAP elects to monitor or remove some content contributed by Users).

ii. References. The Discovery Service may contain a feature that allows Users to provide references concerning other Trading Partners via the Discovery Service. If Your Company posts a reference, Your Company represents and warrants that (a) the reference is not made about Your Company; and (b) the reference reflects Your Company's honest opinions of the Trading Partner Your Company is referencing. Your Company consents to SAP's display of the references SAP receives from Your Company, or that SAP receives about Your Company. SAP is not the author of the reference, has not contributed to, and is not responsible for such reference (even if SAP elects to monitor or remove some content contributed by Users).

2. Product and Service Categories. Any product or service categories that Your Company enters in Your Company profile (whether during registration, editing your profile, or otherwise), will be displayed on Your public profile. Your Company can update such categories at any time. If Your Company submits a custom category to the Discovery Service, Your Company agrees that SAP is free to reuse that custom category within the category hierarchy on the Trading Partner Portal.

For Selling Trading Partners, SAP may provide suggestions to add missing product and service categories to your profile based on information derived from your transaction exchange or if it is readily available publicly.

3. Private Information. Certain information Your Company submits to the Discovery Service, OR that Your Company receives from Trading Partners, will not be made public ("Private Information") including the bid amount information; and the contents of a response to a Posting ("Response"). Your Company must comply with the Discovery Service policies and on-screen instructions relating to the type of information Your Company may submit to the Discovery Service. Note: as a Buying Trading Partner, a Posting Your Company submits is not Private Information and will be sent automatically to the Selling Trading Partners Your Company selects, as well as Selling Trading Partners SAP matches Your Company to.

4. Confidentiality of SAP Information. Note: Any information (except Your Discovery Submissions) located on the Discovery Service is proprietary and confidential information of SAP and Your Company must not share such information with third parties except as authorized via features for sharing content provided within the Discovery Service itself.

E. Privacy. Registration data and other information about Your Company are subject to the SAP Business Network Privacy Statement. For more information, see the terms related to the Discovery Service within the SAP Business Network Privacy Statement, which provides specifics about the personal data that is collected, and the SAP Data Processing Agreement.

F. No Representations Regarding Trading Partners or Postings. Note that: (a) SAP does not endorse any Trading Partners and does not make any representations or warranties with respect to any Selling Trading Partner or their products and services; (b) SAP is not responsible for the conduct of Trading Partners, or the quality of any products or services relating to any transaction; and (c) any transaction between Your Company and another Trading Partner will be solely between yourselves and not SAP. SAP reserves the right to reject any Posting or Trading Partner profile (meaning removal or refusing to display it on the Discovery Service) for any reason within SAP's reasonable discretion, such as it if creates unreasonable risk for SAP, possibly violates law, does not appear legitimate, is offensive, or other similar concerns. In addition, if Your Company includes improper, unnecessary, or unsolicited contact information in the Posting, SAP may delete the improper portions from the Posting.

G. Proper Conduct when Responding to a Posting. If Your Company learns about a Posting while using the Discovery Service, any response Your Company submits to the Posting must be submitted via the Discovery Service. Your Company must not contact other Registered Businesses with unwelcome solicitations (such as so-called "spam") and Your Company must not contact a Buying Trading Partner by phone or email unless the Buying Trading Partner expressly invites Your Company to do so. If SAP receives complaints that Your Company has engaged in a spam, SAP may suspend or terminate Your account (without any refund of any fees paid, as applicable). If Your Company responds to a Posting, Your Company must honor the contents of Your Response; if SAP receives complaints that Your Company has not honored Your Responses, SAP may suspend or terminate Your account (without any refund of any fees, as applicable). Your Company understands that if Your Company submits a Response to a Posting, there is no guarantee that Your Company will secure a transaction merely by submitting a Response to the Posting.

H. Access to Third Party Marketplaces. The Discovery Service facilitates connections to marketplaces ("Marketplaces") run by third parties ("Market Makers"), on which Your Company may buy or sell products. Similarly, SAP may partner with a company which drives users to the Discovery Service ("Reseller"). If Your Company joins the Discovery Service by way of referral from or invitation from a Market Maker or Reseller, that party will be given access to certain of Your Company's registration information and other Discovery Submissions.

I. Purchase of Premium Services or Optional Services for Buying Trading Partners. Registration and use of the Discovery Service as a Buying Trading Partner is currently free. SAP may as to future use of the Discovery Service, upon notice required by applicable laws, at any time change the amount of, or basis for determining, any fee, or institute new fees or charges. These new fees or charges will be implemented at the commencement of the next billing cycle after the change is effective.

J. Purchase of Premium Services or Optional Services for Selling Trading Partners. Registration and standard subscription membership on the Discovery Service as a Selling Trading Partner is currently free. Your Company may elect to enroll for a subscription fee in a premium level of the Discovery Service ("Premium Subscription"). Separate from the Discovery Service, users of the Discovery Service also may elect to use optional services on a fee basis ("A La Carte Fee"). Your Company will be guided through a check-out wizard to confirm your order of any A La Carte Fee. Should Your Company elect to purchase Optional Services, Your Company agrees to pay the A La Carte fees for those optional services. Should Your Company elect to purchase a Premium Subscription, Your Company agrees to pay the applicable Subscription Fee. (See https://www.ariba.com/go/discovery-pricing for information about Discovery Service pricing).

Note: All purchases of Premium Subscriptions or Optional Services resulting in a fee hereunder will be conducted through our affiliate, Ariba, Inc. For such purposes, this TOU shall be deemed to have been agreed upon between Your Company and Ariba, Inc. and Ariba, Inc. shall be deemed a third-party beneficiary hereunder. See Section 7.T (Contracting Party) for more information.

1. Discount Codes. If SAP or anyone else issues a discount code to You, the discount code may be subject to additional terms. The discount code must be valid and unexpired in order for Your Company to use it to lower any fee. SAP may cancel a discount code at any time, with or without advance notice.

2. Program Changes. SAP may, upon notice required by applicable laws, at any time change the amount of, or basis for determining, any fee, or institute new fees or charges. These new fees or charges will be implemented at the commencement of the next billing cycle after the change is effective.

6. OPTIONAL SERVICES

A. Applicability.

This section (Optional Services) applies only to Trading Partners using an Optional Service. This section (Optional Services) does not apply to any Trading Partner that does not subscribe to an Optional Service. "Optional Services" means functionality and programs offered to complement or enhance the Business Network Services, sometimes offered only regionally or only with integration to a third-party integrated service.

B. Additional Terms Applicable to Optional Services. When using particular Optional Services, Your Company will be subject to posted guidelines, additional terms, or program details applicable to such Optional Services ("OS Terms") currently available at Business Network Terms Center. The OS Terms will be made available to Your Company when Your Company subscribes to, registers for, or uses those Optional Services.

C. Optional Services Operational Limits. Provision of Optional Services is subject to the availability and the operational limitations of the requisite equipment and associated facilities. SAP may establish policies and limits concerning use of the Optional Services. Temporary interruptions of the Optional Services may occur as normal events in the provision of the Optional Services and that SAP is not liable for such interruptions. SAP has no control over third party networks Your Company may access during Your Company's use of the Optional Services, and therefore, delays and disruptions of other network transmissions are beyond the control of SAP.

D. Modifications to Optional Services. SAP reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Optional Services (or any function or feature of the Optional Services or any part thereof) with or without notice. Your Company agrees that if SAP completely discontinues the Optional Services as to Your Company during any period for which Your Company has prepaid fees, SAP's only and maximum liability to Your Company will be to refund Your Company a pro-rata portion of the fees based on the duration remaining on Your prepaid Optional Services.

7. GENERAL TERMS

A. Data Confidentiality.

1. Your Company's Data. SAP understands the sensitive nature of the Data and other information Your Company may send to the Business Network Services and data Your Company receives from your Trading Partners via the Business Network Services, and SAP therefore agrees to handle and protect Data pursuant to the commitments described in this TOU. SAP agrees to use reasonable efforts to maintain, safeguard, and not use or disclose Your Company's Data except as needed to facilitate, optimize and continuously improve Your Use of the Business Network Services, including the Discovery Service; perform internal tracking of solution usage; address security, fraud prevention and data integrity requirements; respond to requests of government authorities; analyze the extent to which Your Company uses Business Network Services (e.g., the volume and history); perform aggregated and anonymous analytics; and otherwise to perform services under this TOU. The term "Data" shall mean profile information, transaction and other data Your Company sends to the Business Network Services, promotional information, transaction data/details, customer lists, data Your Company maintains about Your customers and suppliers, Personal Data, marketing information, product mix, sales mix or related information.

2. Your Company's Use of Other Users' Information. In order to facilitate interaction among Users of the Business Network Services, Your Company may be allowed to access certain information about other Users of the Business Network Services. By accepting this TOU, Your Company agrees to treat information about other users of the Business Network Services in strict accordance with TOU, and the restrictions on the types of data Your Company may submit to the Business Network Services as stated herein. Your Company represents that it has provided the users with all necessary disclosures according to the BN privacy statement. Where applicable law requires consent, Your Company must collect evidence for such consent. Your Company is fully responsible for providing all users with necessary disclosures according to the SAP Business Network Privacy Statement and shall hold SAP harmless from any claims or damages (including fines) arising from your Company's breach of this representation.

3. Data Analytics and Benchmarking. SAP may create high level statistical reports relating to Business Network Services utilizing Data, so long as such reports contain only anonymous, aggregated data that does not identify Your Company, and such reports may be reported publicly. SAP also offers opt-in benchmarking programs to facilitate deeper analysis into spend management practices for companies wishing to enroll. SAP operates the SAP data analytics and SAP benchmarking programs according to standards that protect the confidentiality of each customer's information.

4. Confidentiality of SAP Information. Information (but not Your Company's Data) about the capabilities of the Business Network Services, the technology or interface features of the Business Network Services, and the notices and updates sent by SAP to Your Company are proprietary and confidential information of SAP and Your Company hereby agrees not to share such information with third parties or use such information except to support Your use of the Business Network.

5. Exceptions. The restrictions on disclosure or usage of information contained in this section (Data Confidentiality) will not apply to information that (i) is already known to a party prior to disclosure by the other party; (ii) is or becomes a matter of public knowledge through no fault of the receiving party; (iii) is rightfully received from a third party without a duty of confidentiality; (iv) is independently developed by the receiving party; (v) is disclosed under operation of law (i.e., in response to a subpoena, governmental or regulatory request, or the like); or (vi) is disclosed by a party with the other party's prior written approval.

B. Your Registration and Sign-up Obligations. When a representative of Your Company creates a business account on the SAP Business Network, SAP asks for the name and contact information for an account administrator. The account administrator's information will be used by SAP to contact Your Company with notices, service offerings and for Business Network administration purposes. The account administrator for Your Company is given primary control regarding the establishment and maintenance of User accounts and contacts within the Business Network. If Your Company so chooses, your organization may provide additional contacts (e.g. "Company Wide Contacts" in the SAP Business Network). Depending on the Business Network Service and the visibility choices selected by Your Company, Your Company's name, user names, phone numbers, and email addresses and other profile information may be visible to other Users, such as Buying Trading Partners and/or Selling Trading Partners, using Business Network Services. Please review the documentation for Business Network visibility options, notification options and role-based options that affect how a specific User's or company contact's business contact information may be used or visible within the Business Network.

All information that Your Company provides to SAP must be accurate (e.g., Your Company name, address, and payment card information (if applicable)), whether or not supplied during the registration process. The company name Your Company provides must be the full legal name of an actual business, associated with the Tax ID and/or DUNS numbers Your Company provides and must have operations at the address provided. Your Company should submit only publicly available business contact information. User contact information submitted to the Business Network should not include private home contact information. All information must be provided in Latin characters (e.g. English). Your Company is responsible for keeping such information up-to-date by logging in to Your Company's account and providing the correct information to SAP.

C. Data Protection. SAP's usage and disclosure of information Your Company supplies as part of the registration process is subject to the SAP Data Processing Agreement, incorporated into this TOU, and the SAP Business Network Privacy Statement. Your Company may contact SAP for a signed copy of the SAP Data Processing Agreement if necessary, for your local law compliance. Note that when Your Company provides business contact information, each business contact's name, phone and email address will be visible to other organizations using the Business Network. By using the Business Network, Your Company's profile (but not Your Company's transactions) will be visible to other Users, unless Your Company opts to not expose its profile and basic information by editing the "Profile Visibility Settings" in Your Company's account settings.

If Your Company has operations in the Russian Federation, be aware that SAP may receive from Your Company certain personal data of Russian citizens for storing and Your Company's own processing. Your Company, or Russian-based affiliated organizations, remain the operators, under the Russian privacy law, of personal data of Russian citizens submitted for processing to SAP and are responsible for determining (i) if Your Company will be able to comply with applicable Russian privacy laws and regulations in use of Business Network Services which involve processing of Russian citizens' personal data and (ii) whether Business Network Services can be used inside or outside the Russian Federation.

D. Security. SAP will implement and maintain appropriate technical and organizational measures to protect the personal data processed by SAP as part of the Business Network as described in the SAP Data Processing Agreement incorporated into this TOU in compliance with applicable data protection law.

E. Sensitive Personal Information. Personal information submitted to the Business Network may not include Sensitive Personal Information unless expressly allowed by SAP regarding a specific aspect of the Business Network Services and is submitted only in accordance with the documentation. Business tax identifier and company credit card or other payment identifiers should only be placed in the specific fields designated for such use.

"Sensitive Personal Information" for the purposes of the Business Network and this policy, means (i) non-public government identification numbers or financial account numbers associated with individual persons (e.g. U.S. Social Security numbers, national insurance numbers, driver's license numbers, or personal credit card or banking account numbers), (ii) medical records or health care claim information associated with individuals, including claims for payment or reimbursement for any type of medical care for an individual, (iii) information regulated under the International Traffic in Arms Regulations, (iv) without the express written consent of SAP, technical data restricted under U.S. or German law for export purposes, and (v) data designated as "Sensitive" or "Special Category" or the like requiring extra protective measures under the applicable Data Protection Law (as defined in the Data Processing Agreement incorporated herein).

F. Involvement with Third Parties.

1. Links to Third Party Sites. The Business Network may link to other websites. These linked sites are not under the control of SAP, and SAP is not responsible for the contents of any linked site. SAP provides links only as a convenience, and such inclusion of any link does not imply endorsement by SAP of the site or any part of its contents.

2. Items of Third Parties. Some Business Network Services allow users to make or process transactions for Items ("Transactions") and may allow users to upload or route various information including but not limited to information on Items or information relating to proposed or actual Transactions ("Content"). Except for Items clearly identified as being those of SAP, SAP does not operate, control or endorse any Items listed on the Business Network Services or processed by the Business Network Services. Except for SAP Items, all Transactions are solely between Your Company and Your Company's Trading Partner, and SAP has no responsibility whatsoever relating to the Items. "Items" means all products, services, or related information posted on the Business Network. Except as to a Transaction involving an SAP Item, or any claim, loss, or liability caused by SAP, Your Company agrees to indemnify and hold harmless SAP from all claims, losses, liabilities, and damages relating to Transactions by Your Company and for all liability or damages relating to Content Your Company uploaded to the Business Network.

G. System Integrity, Data Integrity, Data Storage.

1. System Integrity. Concerning Your Use of the Business Network, Your Company agrees not to knowingly: (i) interfere with or attempt to interfere with the proper working of the Business Network; (ii) post or transmit to the Business Network any unlawful, fraudulent, harassing, libelous, or obscene Content; (iii) post or send to the Business Network any Content that contains a virus, bug, cancelbot, worm, Trojan Horse or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, or reverse engineer (except to the limited extent that applicable law prohibits a restriction on reverse engineering) the Business Network; or (v) take any action which imposes an unreasonable or disproportionately large load on the Business Network or any Business Network Services (guidelines on appropriate load will be posted on the Business Network, and Your Company will be notified and given an opportunity to cure if Your Company violates this provision). Since most Content on the Business Network will be sent to the Business Network Services by third parties or You, Your Company also understands that SAP cannot and does not guarantee that such Content will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties. SAP agrees to not knowingly post or send to the Business Network any files (i.e., files created by SAP) that contain a virus, bug, cancelbot, worm, Trojan Horse or other harmful item. However, both parties understand that they cannot and do not guarantee or warrant that files or software of any kind, or from any source, available for downloading through the Business Network, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties.

2. Data Integrity. Your Company is responsible for confirming the accuracy of any data Your Company sends to or receive from the Business Network, and for maintaining a means external to the Business Network for the reconstruction of lost data. SAP has procedures to assist Your efforts to confirm that Your Company's Data is accurate, current, and complete. See the official documentation for the Business Network to learn how to update Your information.

3. Storage of Data. The Business Network will allow Your Company to access Data Your Company sends to or receive from the Business Network for a limited period, as may be announced by SAP from time to time and which may vary for specific Business Network Services or functions. Notwithstanding the foregoing, SAP will not delete the transaction Data Your Company retains on the Business Network Services that has been stored on the Business Network for less than eighteen-months, provided that Your Company's account is active and in good standing. Your Company is solely responsible for saving all Your Company's Data. Therefore, Your Company should take proactive measures to store Your Company's Data within Your own computers, to preserve the accessibility of such Data beyond the Business Network Services retention period applicable to You. For purposes of the deletion provision of the SAP Data Processing Agreement, Your Company's "Subscription Term" shall be deemed to have ended upon the earlier of: 1 Your Company (a) has not logged in or transacted in 3 years, (b) has no outstanding fees owed to SAP, and (c) has no remaining SAP Product activity with an SAP customer that requires an active profile (e.g. an active contract on Ariba Contracts with an Ariba Buyer), or 2 Your Company's request to SAP Support to terminate Your Company's account.

4. No Load Testing without Advance Consent. Your Company agrees to not perform, without SAP's advance consent, any load testing or intrusion testing on the Business Network, even if it is performed using test accounts.

5. SAP Operating Policies. SAP's then-current Policies apply to SAP's operation of the Business Network. "Policies" means the system-wide policies relating to the use of the Business Network Services (which, currently consist of the SAP Business Network Privacy Statement, and Service Level Agreement for SAP Cloud Services, and the SAP Data Processing Agreement).

6. Actions to Prevent Risk. In order to minimize legal or operational risk (if any) to SAP or the SAP Business Network as a result of Your se of the Business Network, SAP reserves the right to take any reasonable action (subject to section 7.A (Data Confidentiality)) with respect to such Use of the Business Network we deem necessary or appropriate to prevent or mitigate the risk, such as suspending or terminating Your Use of the Business Network if it causes or creates an unreasonable risk to SAP. Use of the Business Network which may present such a risk would include the use of an unauthorized RPA with the Business Network. "RPA" means robotic process automation used as a productivity tool to configure one or more scripts to navigate a graphical user interface or to automate the activation of specific keystrokes (i.e. a software "bot").

H. Title to the Business Network. That the contents of the Business Network Services (other than Your Company's Data and others' data) are the intellectual property of SAP and are copyrighted and protected by the United States and international copyright laws. SAP grants Your Company a non-exclusive, nontransferable license to print and download content on the Business Network solely for Your Company's noncommercial use provided Your Company maintains the copyright notice and any other notices that appear on any such copies. Your Company may not copy and redistribute outside of Your company any content or information from the SAP Business Network to display on any other website or system. This section does not apply to Your Company's ownership of Data and does not impose any use restrictions on Your Company as to Your Company's use of its Data.

I. Limited Warranty and Disclaimer.

1. Authority to Provide the Business Network. SAP warrants that it has full power and authority to provide the Business Network and the Business Network Services to Your Company and to grant Your Company the rights granted herein.

2. Business Network Limited Warranty. SAP warrants that during the period of Your Company's Use the Business Network will conform in all material respects to the documentation published by SAP for each such service. To make a claim that a Business Network Service fails to comply with the warranty, Your Company must identify the non-conformity in a written notice delivered to SAP during the warranty period ("Warranty Claim Notice"). Your sole and exclusive remedy, and SAP's entire liability for breach of this limited warranty, shall be correction of the warranted nonconformity in the Business Network Service or, if SAP fails to correct the warranted nonconformity after using reasonable commercial efforts, SAP will terminate access to the non-conforming Business Network Service and refund the unused portion of the fees for the Business Network Service paid by Your Company (if any, including any applicable Business Network connected network membership fee for the remainder of the applicable membership term beginning with the date of SAP's receipt of the Warranty Claim Notice). This limited warranty shall not be valid to the extent the warranty nonconformity was caused by Your Company's abuse, misuse, accident, alteration (including use of an RPA), or unauthorized modification or installation of the Business Network Service. This Business Network Limited Warranty only applies to Users that have paid fees for the use of the Business Network, including applicable Business Network connected network membership fees.

3. Warranty Disclaimer. OTHER THAN THE EXPRESS WARRANTIES STATED IN THIS TOU, THE BUSINESS NETWORK SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH SAP EXPRESSLY DISCLAIMS. SAP MAKES NO WARRANTY (i) THAT THE BUSINESS NETWORK WILL MEET YOUR REQUIREMENTS, (ii) THAT THE BUSINESS NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iii) AS TO ANY ITEMS (EXCLUDING SAP ITEMS) SAP ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE BUSINESS NETWORK OR ANY OTHER WEBSITE THAT MAY BE LINKED TO VIA THE BUSINESS NETWORK. ANY CONTENT OBTAINED BY YOUR COMPANYTHROUGH THE BUSINESS NETWORK IS DONE AT YOUR OWN DISCRETION AND RISK.

J. Limitation of Liability. IN NO EVENT SHALL SAP OR ITS SERVICE PROVIDERS BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA, OR LOST PROFITS OR MORAL DAMAGES, WHETHER OR NOT SAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS TOU OR YOUR USE OF BUSINESS NETWORK SERVICES, OR (B) FOR A TOTAL AND AGGREGATE LIABILITY AMOUNT UNDER THIS TOU IN EXCESS OF THE AMOUNT OF FEES PAID BY YOUR COMPANYWITHIN ONE (1) YEAR PRIOR TO THE DATE OF SUCH CLAIM FOR THE APPLICABLE BUSINESS NETWORK SERVICE USE OR OPTIONAL SERVICE GIVING RISE TO LIABILITY. NOTWITHSTANDING THE FORGOING, IN NO EVENT SHALL SAP OR ITS SERVICE PROVIDERS BE LIABLE UNDER THIS TOU FOR SAP PRODUCTS GOVERNED BY AN SAP CUSTOMER AGREEMENT.

1. Bodily Injury or Death. The limitations set forth in section 7.J (Limitation of Liability) (A) and (B) shall not apply to damages due to bodily injury or death.

2. Exclusions and Limitations. SOME JURISDICTIONS MAY LIMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER CERTAIN CIRCUMSTANCES. IN SUCH CIRCUMSTANCES, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 7.I AND 7.J MAY BE LIMITED ONLY TO THE EXTENT OF SUCH JURISDICTIONAL EXCLUSION.

K. Termination or Suspension.

1. By Your Company. Your Company may terminate this TOU (along with Your use of the Business Network and any Optional Service) at any time, for any reason, by notifying SAP. If Your Company is dissatisfied with the Business Network or with any term, condition, rule, policy, guideline, or practice of SAP in operating the Business Network, Your Company's sole and exclusive remedy is to discontinue using the Business Network. If Your Company has paid SAP any fees for the use of a Business Network Service, including membership fees for a Business Network connected network or fees for Optional Services, Your Company will not receive any refund under any circumstances if Your Company cancels.

2. Termination or Suspension by SAP for Breach. If Your Company fails to perform any material obligation under this TOU or another contract with SAP (either being a breach), and Your Company does not cure such breach within thirty (30) calendar days after receipt of notice of such breach, SAP may, in its discretion and without liability to Your Company or any third party, terminate this TOU or suspend Your use of the Business Network and any Optional Services, delete Your Company's Content and Data, and refuse Your Company's future use of the Business Network . SAP may terminate the TOU immediately (i) upon Your Company being the subject of a bankruptcy proceeding, insolvency, liquidation, or similar proceedings, or (ii) to comply with laws applicable to SAP for lawful operation of the Business Network. In case of termination or suspension under this paragraph, if Your Company has prepaid fees for the use of a Business Network Service, including membership fees for a Business Network connected network or fees for Optional Services, SAP's only liability to Your Company will be to refund a pro-rata portion of the fees based on the period remaining on Your Company's prepaid subscription or membership term. If Your Company uses the Business Network for illegal, fraudulent, or abusive purpose, such use may be referred to law enforcement authorities without notice to You. If SAP suspends Your Company's use of the Business Network or terminates this TOU, SAP may communicate such suspension or termination, and the reason therefore, to the Trading Partners with which Your Company has transacted (including via their SAP access provider, as applicable), for such Trading Partners to be informed that further attempts to transact with Your Company via the Business Network are not possible until Your Company's account is reactivated.

3. Other Termination by SAP If Your Company has not paid fees for your use of the Business Network, including any Optional Service, SAP may terminate the TOU or suspend Your Company's use of the Business Network and any Optional Services at any time for its convenience, with or without notice.

L. Survival After Termination. Sections 7.A (Data Confidentiality), 7.C (Data Protection), 7.H (Title to the Business Network Services), 7.I (Limited Warranty and Disclaimer), 7.J (Limitation of Liability), 7.K (Termination or Suspension), 7.M.2 (Measures to Prevent Unauthorized Access), 7.N (Infringement Indemnity by SAP), 7.O (Infringement Indemnity by You), 7.S (Claims of Copyright Infringement), and 7.V (Miscellaneous) shall survive any termination of this TOU.

M. Compliance with Laws. Subject to the terms herein, (i) SAP agrees to comply with all applicable laws, statutes, ordinances and regulations applicable to an operator of general purpose Business Network, including United States, Germany and European Union export control and sanctions laws, and (ii) Your Company agrees to comply with all applicable laws, statutes, ordinances and regulations regarding Your company's use of the Business Network and transactions made through the Business Network, including compliance with export control and sanctions laws of Germany, the European Union and the United States ("Applicable Export Laws"). This includes obtaining any required export authorizations. SAP does not assume the responsibility or liability for failure to obtain appropriate authorizations.

1. Export Control Laws. You, on behalf of yourself and your company, hereby confirm that:

a) Your Company will not use the Business Network, and will not allow the Business Network Services to be used for, any purposes prohibited by Applicable Export Laws, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction;

b) Your Company is not located in Crimea/Sevastopol, Cuba, Iran, the People's Republic of Korea (North Korea), Syria, nor any other country subject to similar restrictions imposed by Applicable Export Laws ("Embargoed Country");

c) Your Company is not a citizen, national or resident of, and are not under the control of, an Embargoed Country;

d) Your Company will not use, directly or indirectly, any Business Network Service in or from an Embargoed Country;

e) Your Company is not listed on any sanctioned party list imposed by Applicable Export Laws; and

f) Your Company will not use or make available any Business Network Service, directly or indirectly, to persons on the above-mentioned lists.

2. Measures to Prevent Unauthorized Access. SAP is required to take measures to prevent unauthorized access to the Business Network. SAP may a) automatically check any company and user registration data and other information Your Company provides about its identity against applicable Embargoed Country lists and applicable sanctioned party lists; b) regularly repeat such checks whenever an applicable Embargoed Country lists and applicable sanctioned party lists is updated or when Your Company updates its information; c) block Your Company's access to the Business Network in case of a potential match; and d) in case of a potential match, contact Your Company in order to confirm its identity.

The foregoing provision shall survive any termination or expiration of this TOU.

N. Infringement Indemnity by SAP. This section (Infringement Indemnity by SAP) only applies to Your Company if Your Company is paying SAP fees for access to the Business Network or Optional Services.

1. IP Claims. Subject to this section (Infringement Indemnity by SAP), SAP agrees, at its own expense, to defend, indemnify, and hold Your Company harmless from (or at SAP's option, settle) any claim instituted by a third party and asserted against Your Company that a Business Network Service ,when used in accordance with its official documentation, infringes any United States copyright, trade secret, or other proprietary right of a third party ("IP Claim"), provided that You: (a) promptly notify SAP in writing of any such IP Claim; (b) permit SAP to control and direct the investigation, preparation, defense and settlement of the IP Claim; and (c) assist and fully cooperate in the defense of same. SAP agrees to pay any final award of damages assessed against Your Company resulting from such IP Claim, including any awarded costs and attorneys' fees, or any settlement amount agreed to by SAP in writing. SAP will not be responsible for any settlement it does not approve in writing prior to such settlement.

2. Remedies. Following notice of an IP Claim or any facts which may give rise to such IP Claim, SAP may, in its sole discretion and at its option, (a) procure for Your Company the right to continue to use the Business Network Services, (b) replace the Business Network Service, or (c) modify the Business Network Service to make it non-infringing. If SAP determines that it is not commercially reasonable to perform any of these alternatives, SAP shall have the option to terminate this TOU and refund a pro-rata portion of the fees paid for the use of the Business Network Service, including any Business Network connected network membership fees, based on the period remaining on prepaid subscription or membership, if any.

3. Combination Use. In no event will SAP have any obligations under this section (Infringement Indemnity by SAP) or any liability for any claim or action if the IP Claim is caused by, or results from Your Company's combination or use of the Business Network Services with non-SAP software or equipment, if such IP Claim would have been avoided by the non-combined or independent use of the Business Network Services.

4. Disclaimer. THE FOREGOING STATES SAP'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR ALLEGATIONS THEREOF

O. Infringement Indemnity by You. Your Company agrees to only submit Data to the Business Network if Your Company has a right to reproduce, disclose, and distribute such Data. Your Company agrees to defend, indemnify, and hold SAP harmless for any third-party claim brought against SAP alleging that Data Your Company submits to the Business Network infringes the intellectual property laws or rights of others ("Improper Content Claim"). In the event of an Improper Content Claim, SAP shall (i) promptly notify Your Company in writing of any such Improper Content Claim; (ii) permit Your Company to control and direct the investigation, preparation, defense, and settlement of the claim; and (iii) provide reasonable assistance and cooperate with Your Company in the defense of same, at Your Company's expense.

P. Relationship of Parties. Each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended nor created by this TOU.

Q. Communicating with You. Any communication sent via email by SAP to the designated contacts (either the primary or secondary contacts) Your Company provides during the registration process shall constitute valid notice from SAP to Your Company. Your Company will keep SAP informed in a timely manner of any change in the designated contacts or their correct email addresses. SAP is entitled to rely on the validity of the contact information (email addresses, phone number, fax number, or otherwise) for the designated contacts Your Company provides SAP, even if SAP receives an automated response email indicating that the email might not or did not reach its intended recipient.

R. Your Obligations Regarding User Names, Passwords, and Data. Your Company will be solely responsible for:

1. Keeping Your Company's user name sand passwords confidential. Your Company shall notify SAP immediately upon learning of any unauthorized use of any of its user names or passwords. For any instruction, communication, or other information ("Transmission") SAP receives from someone using any of Your Company's user names and passwords, SAP is entitled to consider such Transmission as having been sent by Your Company.

2. Complying with all applicable privacy, consumer and other laws and regulations with respect to Your Company's (i) use of the Business Network; and (ii) use of any Optional Services. Additionally, Your Company's use of the Business Network may include the routing of Data to one or more countries other than Your Company's country; therefore Your Company must ensure that the Data does not contain any data that is subject to export or other restrictions by the U.S. or other applicable governments.

S. Claims of Copyright Infringement. SAP considers itself an online service provider under Subsection 512(c) of the Digital Millennium Copyright Act, Title 17 of the U.S. Code and has this notice in place to address claims of copyright infringement on SAP internet services. If Your Company believes that material on an SAP website or service infringes its copyright, Your Company may submit a notification to SAP's designated agent to receive copyright notices at:

SAP Copyright Department
SAP
3410 Hillview Ave
Palo Alto CA 94304
USA
copyrights@sap.com

Please provide the following information with your notification:

a) The name and contact information of the complaining party,

b) Sufficient information to identify the copyrighted work or works,

c) The allegedly infringing material and its location on an SAP website or service,

d) A statement by the rights holder that it has a good faith belief that there is no legal basis for the use of the materials complained of,

e) A statement of the accuracy of the notification and, under penalty of perjury, that the complaining party is authorized to act on behalf of the rights holder, and

f) The notification must be signed physically or using an electronic signature by the rights holder or person authorized to act on behalf of the holder of the exclusive right that is allegedly infringed. SAP will take reasonable steps to identify, and deny access to SAP internet services by, individuals who are repeat offenders of other's copyrights.

T. Contracting Party. Except as provided in this paragraph, "SAP" referred to in this TOU, is SAP SE, Dietmar-Hopp-Allee 16, 69190 Walldorf/Germany. In some countries, SAP works through a local distributor to provide the Business Network and/or to invoice applicable fees. If Your Company is located in one of those countries, SAP will notify Your Company (generally within thirty (30) days of Your Company's registration, or, as applicable, annual renewal date), of the SAP authorized reseller or affiliate who is the contracting party to this TOU in relation to Your Company's use and any alternate governing law or venue applicable to this TOU. If Your Company purchases Premium Services or Optional Services hereunder, including pursuant to Section 5.J (Purchase of Premium Services or Optional Services for Selling Trading Partners), "SAP" referred to in this TOU is Ariba, Inc., 3410 Hillview Ave. Palo Alto, CA 94304, USA.

U. Applicable Law. This TOU shall be governed by the laws of the State of New York and the federal U.S. laws applicable therein, excluding its conflict of laws provisions, and without regard to the United Nations Convention on the International Sale of Goods. Any legal action or proceeding relating to this TOU shall be instituted in a state or federal court in San Francisco, Santa Clara or San Mateo County, California, and each party hereby consents to personal jurisdiction in such counties.

V. Miscellaneous. Any notice ("Notice") sent to the other party under this TOU must be in writing and in the English language, where such Notice relates to the TOU or other legal issues. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. Your Company may not assign or transfer this TOU without the prior written consent of SAP. SAP may assign our interest in this TOU to any now existing or future direct or indirect subsidiary of SAP, or pursuant to any assignment of the Business Network, or any corporate sale or restructuring. SAP may also assign or delegate certain of our rights and responsibilities under this TOU to independent contractors or other third parties and SAP agrees to bind any such independent contractors or third parties to obligations and standards of performance substantially similar to those contained in this TOU. In any case, SAP will retain ultimate and complete responsibility for the full performance of this TOU, whether certain responsibilities have been delegated to any such third party, or not. If any provision of this TOU shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this TOU shall otherwise remain in full force and effect and enforceable. If suit is brought under this TOU, the prevailing party shall be entitled to its reasonable attorney's fees, court costs, and expert witness fees. This TOU is the complete and exclusive statement and an absolute integration of the mutual understanding of the parties and supersedes and cancels all previous and contemporaneous written and oral agreements, representations, proposals, discussions, and communications relating to the subject matter of this TOU. Your Company agrees to be bound by the most current version of this TOU that is posted on the SAP Business Network. With respect to fees paid or payable for any Business Network Service, Optional Service, or Business Network connected network (including membership fees), in no event shall the terms of a purchase order, website, web-portal, or other means provided as a condition of payment, modify the TOU - even if SAP accepts or does not otherwise reject such terms. The content of any such document or site shall not be binding upon either party except to reaffirm Your Company's payment obligation under this TOU. The English version of this TOU (and the operating policies incorporated herein) shall govern in the event of any conflict or substantive translation changes in a non-English language. Transaction documents between Your Company and its Trading Partners can only be exchanged if both Your Company and its Trading Partners are current registered Users on the Business Network and in good standing with the Business Network. Any breach by a party of the provisions of the TOU may cause irreparable damage to the other party and that a remedy at law may be inadequate. Therefore, in addition to all other legal or equitable remedies, a party will be entitled to seek injunctive relief for any breach of this TOU. All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the TOU.

Click https://www.sap.com/about/legal/copyright.html for the SAP copyright information, patent information, and third-party software copyright information and https://www.sap.com/corporate/en/legal/trademark.html for trademark information.

SAP Business Network Terms of Use v.1

17 September 2021