Terms of Use

TERMS OF USE (SUPPLIERS)


Suppliers - If you choose to use any of the online services of the Ariba Network as a Supplier, your use will be subject to both the Solution terms for the online services you use, plus the General Terms applicable to all solutions.

Jump to General Terms.

I. SOLUTION SPECIFIC TERMS

Please note that the terms in this section I (Solution Terms) apply only if you are using the applicable Online Service as a Supplier.

FULFILLMENT

(i) Ariba Network Fulfillment: Orders and Invoices - use as a Supplier (referred to below as "Ariba Network Fulfillment"). Functionality related to establishing a selling/trading relationship with a buyer, uploading negotiated catalogs for reference with buyers, and sending and receiving documents routed via the Ariba Network.

SELLING

(ii) Ariba Sourcing - use as a Supplier. Functionality associated with responding to sourcing activities and events of a buyer referred to generally as "Proposals " as well as functionality associated with responding to requests for information from Buyers related to registration, qualification, certificate management, performance, or other information and process needs defined by a Buyer.

(iii) Ariba Contract Management - use as a Supplier. Functionality associated with exchanging, storing, or accessing draft contract documents, referred to generally as "Contracts" activities.

(iv) Ariba Discovery - use as a Supplier. Functionality associated with responding to buyer contact requests, promoting your company using the ProfilePitch feature of Ariba Discovery; submitting reference requests, referred to generally as "Leads" activities or part of an area of the service branded as "Ariba Discovery".

OPTIONAL SERVICES

(v) Optional Services - use as a Supplier. Functionality offered to complement or enhance other Solutions, sometimes offered only regionally or only with integration to a third-party integrated service.

 

(i) ARIBA NETWORK FULFILLMENT: ORDERS AND INVOICES

A. General.

This sub-section I(i) applies only to Suppliers using Ariba Network Fulfillment.

Use of Ariba Network Fulfillment first occurs when You respond to an invitation from a buyer to exchange documents using the Ariba Network, You upload a catalog onto the Ariba Network Fulfillment service, have established a supplier/buyer relationship on Ariba Network Fulfillment, or have sent or received documents routed via Ariba Network Fulfillment.

Buyer invitations and a new supplier registration on the Ariba Network activate an Ariba Network "standard" account (was referred to as a "light account") which can be upgraded to an "enterprise" account (was called a "full-use account") if desired. An enterprise account enables integration and other more robust features. An enterprise account is necessary for participation in a subscription package or to accept a Relationship from a buyer who is requesting to use functionality that is not available in a standard account. See the Program Overview page at http://www.ariba.com/go/ariba-network-overview for information about use of a standard account versus an enterprise account as well as the various subscription levels available.

B. Fees. The majority of suppliers using Ariba Network Fulfillment Online Service are not required to pay any fees to Ariba for use of Ariba Network Fulfillment. Suppliers with a standard account are not charged fees. Suppliers with an enterprise account who have High Usage Status in Ariba Network Fulfillment are required to pay fees. Alternatively, any supplier even without High Usage Status may voluntarily pay fees. Please note that features of the various supplier packages (see http://www.ariba.com/go/fulfillment-pricing for the current list of supplier packages), as well as the fees for such programs, are subject to change from time to time in Ariba's sole discretion.

1. Definitions. "Fees" mean the periodic Ariba Network Fulfillment usage fees, which may be described as transaction, subscription or membership fees that Ariba will charge You, relating to each of Your Chargeable Relationships (if any) on Ariba Network Fulfillment, and/or a bundle of services (see http://www.ariba.com/go/fulfillment-pricing for the current list of packages.) "High Usage Status" refers to a supplier which, during the preceding applicable period (as measured periodically) while using an enterprise account, meets or surpasses the threshold published by Ariba indicating the level of Ariba Network Fulfillment usage which is not free. "Relationship" means a trading relationship on Ariba Network Fulfillment with a buyer and does not include a logistics relationship. "Chargeable Relationship" means that, as to a Relationship with a particular Buyer, You (a) have either attained High Usage Status, or (b) are otherwise required to pay fees.

2. Exemptions of Fees. Ariba may elect to waive the Fees related to a buyer/supplier Relationship resulting in High Usage Status if You supply requisite certification to Ariba evidencing that You are a: (a) Hubzone or 8(a) entity, (b) Small Disadvantage Business (certified by the Small Business Administration (SBA), (c) certified woman-owned business (certified by either WBENC (Women's Business Enterprise National Council) or NWBOC (National Women Business Owners Corporation Network)), or (d) certified minority-owned business (certified by NMSDC (National Minority Supplier Development Council) or the SBA). A Buyer organization is "Qualified" if it is a federal, state, or local government agency, or a 501(c)(3) organization under U.S. laws.

3. Mandatory Fees. For each of Your Relationships on Ariba Network Fulfillment, Ariba will evaluate the Relationship on a monthly basis to determine if You have attained High Usage Status on Ariba Network Fulfillment as to that Relationship. To determine the rules used to determine whether a supplier has High Usage Status, and the associated Fees, please see http://www.ariba.com/go/fulfillment-pricing . If You attain High Usage Status as to a Relationship (and therefore such relationship is a Chargeable Relationship), Ariba will notify You and You acknowledge that You hereby agree to pay the applicable Fees. If You fail to timely pay the Fees for any Chargeable Relationship, then Ariba may terminate and/or suspend Your access to Ariba Network Fulfillment and/or suspend Your account as to that Relationship. If You pay Fees, You must be current on your Fees in order to be eligible to receive any Optional Services. "Network Buyer" means a customer of Yours with which You transact over Ariba Network Fulfillment.

Example.

Supplier X starts using Ariba Network Fulfillment on January 1, 2018. Supplier Y starts using Ariba Network Fulfillment on January 1, 2018. Each supplier immediately upgrades to an enterprise account to take advantage of robust features. On May 31, 2018, the regular monthly usage assessment of supplier activity shows that Supplier X does not have High Usage Status, but Supplier Y does have High Usage Status. As a result, Supplier X is not required to pay Fees. Supplier Y is required to pay Fees. On June 1, 2018, Ariba notifies Supplier Y of the Fees due, which fee is committed by Supplier Y as of June 1 and is non-cancellable. Supplier Y must pay the Ariba invoice for Fees within the timeline stated on the invoice. Payment of the invoice allows Supplier Y to use Ariba Network Fulfillment for the period of time stated on the invoice, and as to the Relationship(s) noted on the invoice.

4. Ariba Network: Order and invoices fee calculation changes. Ariba may at any time change the amount of, or basis for determining, any fee for use of Ariba Network Fulfillment, institute new fees or charges, or change the rules for determining whether payment of Fees is required to use Ariba Network Fulfillment. However, if You have already paid Fees for Ariba Network Fulfillment usage, if Ariba announces a fee change, the fee change will not affect Your current subscription (i.e., the fee change will only be implemented at the time of renewal or anniversary date of your subscription). All fees are nonrefundable unless otherwise explicitly stated in this Agreement.

5. No Fee Manipulation. You agree that you will not engage in activity which results in a manipulation, or inaccurate calculation of, Your level of Ariba Network Fulfillment usage as to each Relationship You have on Ariba Network Fulfillment, or use any system or technique, or enter into any arrangement, that circumvents the payment of fees (a "Manipulation"). If Ariba determines in its reasonable discretion that you have engaged in Manipulation, Ariba will recalculate the fees owed by You absent the Manipulation, and You hereby agree to pay the recalculated fee amount and indemnify Ariba for all loss in relation thereto and all expense in seeking recovery from You thereof, including attorney costs. For example, if You have more than one (1) account on Ariba Network Fulfillment, and if Ariba believes that these accounts were separated in order to avoid having High Usage Status, Ariba may aggregate Your accounts to determine whether You have High Usage Status. As another example, if the stated value of transactions is misstated on documents sent to Ariba Network Fulfillment, Ariba may use the true value for purposes of calculating whether You have High Usage Status and to calculate the amount of applicable Fees relating to such transactions.

C. Tax Invoicing Services - Ariba Network Fulfillment: Orders and Invoices.

The following sub-sections I(i)C.1) through I(i)C.7) are applicable only to Suppliers that issue electronic invoices using Ariba Network Fulfillment. This sub-section I(i)C does not apply to any Buyer, nor any supplier which does not issue electronic invoices using Ariba Network Fulfillment.

1. Availability. The Ariba Network Fulfillment service currently provides tax invoicing functionality, described in the Ariba Network Guide to Invoicing, allowing Ariba to issue invoices on your behalf.

2. Legal Compliance. Ariba provides the tax invoicing functionality described in the Ariba Network Guide to Invoicing using sufficient care to facilitate the legal evidence users of these Services may need to make available to tax auditors or inspectors in certain countries to demonstrate the identity of the issuer of the invoice and the fact that no changes have been made to the invoice subsequent to its issuance and transmission. Ariba makes no representation as to whether the service satisfies the applicable legal requirements regarding VAT or other such indirect tax, and hereby advises You to consult with Your tax adviser on such issues. Ariba does not guarantee the security of Invoice Data and Ariba will not be responsible in the event of any infiltration of its security systems, provided that Ariba has used commercially reasonable efforts to prevent any such infiltration. For purposes of clarification this service shall not include confirmation of the accuracy of the actual Invoice Data entered by You.

3. Security of Processes. Measures and controls, which maintain the security of all processes in all phases of the data processing, and how to process the data and give access to such data, are documented in the Ariba Network Guide to Invoicing, which is available on the Ariba website, and which is updated from time to time.

4. Non-Receipt. If You transmitted Invoice Data but such Invoice Data failed to reach the receiving party, then, Your only recourse is to notify Ariba, and Ariba will make reasonable efforts to resend the Invoice Data to the receiving party.

5. Your Duties. As between Ariba and You, You will be solely responsible for:

i. Ensuring that the data transmitted in conjunction with the services including but not limited to the information contained in Your invoices and invoicing documents (whether entered by You or on Your behalf or auto-generated ("Invoice Data") is compliant with applicable law as to its form and content, accurate, complete and in the form as requested by Ariba , and is not corrupted due to Your systems;

ii. Ensuring compliance with local requirements (including, but not limited to, requirements concerning taxation requirements, accounting requirements, invoicing obligations, consequences in relation to VAT or other such indirect taxes and data storage periods);

iii. Complying with all applicable privacy, consumer and other laws and regulations with respect to Your provision, use and disclosure of the Invoice Data; and

iv. Payment of all recurring and nonrecurring fees, taxes, VAT and assessments applicable to Your Invoice Data.

6. Regulatory Terms for Invoice Supplying Party.

i. Grant of Authority for Invoicing Functions. Ariba or its named subcontractor(s) (collectively referred to as "Third Party E-Invoicing Facilitators") will electronically process, sign and/or issue invoices based on the data You provide via a supported technical method on Ariba Network Fulfillment. You authorize the Third Party E-Invoicing Facilitators, or Ariba as applicable, to perform the aforesaid functions in accordance with the following terms. You also authorize Ariba to transmit electronic invoices to Your buyers registered on Ariba Network Fulfillment.

You acknowledge and agree that:

(a) All authorizations stated herein are provided for purposes of issuing an invoice on Ariba Network Fulfillment on Your behalf and they do not create any contractual relationships between You and listed Ariba subcontractors other than for that specific purpose and as explicitly stated below;

(b) It is Your responsibility to determine whether the invoice issued by Ariba Network Fulfillment, in conjunction with a Third Party E-Invoicing Facilitator, if applicable, constitutes a legally compliant invoice for Your organizational purposes in a specific jurisdiction;

(c) The following authorizations apply to the country categories and Third Party E-Invoicing Facilitators mentioned herein below. The lists referenced below are available from the E-Invoicing Reference Page found at the Ariba Network Terms Center and are incorporated herein by reference, and will be updated from time to time by Ariba (herein referred to as the "List" or "Lists" ). Your continued use of Ariba Network Fulfillment signifies Your consent to any updates made to the applicable List referenced below:

  •        For territories in List A You hereby authorize Third Party E-Invoicing Facilitator(s) in List 1 to receive Your invoice data not yet constituting a tax invoice from Ariba Network Fulfillment and apply an electronic signature to the said data in order to issue electronic invoices in Your name and on Your behalf. For such invoices You delegate the authority to the listed Third Party E-Invoicing Facilitator(s) to apply electronic signatures with private keys corresponding to certificates issued by third party certification service providers to the Third Party E-Invoicing Facilitator(s).

  •        For countries in List B You agree that You are the issuer of electronic invoices created on Ariba Network Fulfillment Online Service but that Ariba, in cases where electronic signing is mandatory, will apply Your electronic signature based upon a public key certificate (and corresponding private signing key) issued to You. You acknowledge that You have entrusted such certificate and private signing key to Ariba for that sole purpose and that You remain responsible for timely renewal of such certificates. You also agree that Ariba may, as may be required by applicable law, subsequently submit the invoice to one or more online services for electronic invoice clearance provided by or for local Tax Administration.

  •        For the countries listed in List B, You also agree that the Third Party E-Invoicing Facilitator mentioned against each country in the List 2 is, when this is required, certified to act on behalf of the relevant tax administration of the applicable country for performing the e-invoicing creation and validations processes. You also agree that Your invoice will be sent to such Third Party E-Invoicing Facilitator for performance of the mandatory processes to be performed by such certified tax administration agents.

  •        For countries in List C, You agree that You are the issuer of the electronic invoices created but not electronically signed in Ariba Network Fulfillment. You agree that such invoices may be transmitted by Ariba to an applicable regional Third Party E-Invoicing Facilitator for timestamping and/or any regulatory processing. List 3 will identify such regional service providers and function performed.

  •        For countries in List D, You agree that You are the issuer of the electronic invoices created. For integrity and authenticity purposes, the invoice may be electronically signed and in such case, You also agree that Your invoice will be sent to the designated Third Party E-Invoicing Facilitator for performance of the signature process.

  •        For all other countries that are supported by Ariba but not listed in the Lists, You agree that Ariba may process electronic data not constituting the legal or tax invoice. For such invoices, You are the responsible issuer of the original paper invoice and You acknowledge and agree not to treat or present the aforementioned electronic data as an original legal or tax invoice.

(d) That if the first point of submission of Your invoice data is any other network other than the Ariba Network (including but not limited to the Fieldglass Network, each such other network herein after referred to as the "Other Network"), in such event, the applicable terms and conditions governing Your use of and access to the Other Network (depending on where You first submitted Your invoice data) shall take precedence over these terms and conditions and shall govern and prevail in the event of any conflict with the terms contained herein.

ii. Duration and Termination. You grant Ariba and, as applicable, Third Party E-Invoicing Facilitators the aforementioned authority for an unspecified duration, until terminated by You at any time (but without any refund) through registered letter with confirmation of receipt, addressed to the Ariba giving a one (1) month's notice.

iii. Transmission. Ariba commits to add electronic signature to the invoices or instruct the Third Party E-Invoicing Facilitators to process your invoice according to the features and options you select (see guidance in the Ariba Network Guide to Invoicing).

iv. Storage. You are responsible for any legal obligations regarding archiving or storage of invoices. Ariba offers you the ability to download or transmit your invoice, attachments, PDF copy, and log file to your storage solution or archive your data through partner solutions as defined in the Ariba Network Guide to Invoicing.

v. Your Obligations. You remain responsible for Your legal obligations regarding invoicing sent to or from your trading partner, despite this service. Within this framework, You expressly undertake to: (a) declare to the applicable tax authority the due collected tax relating to each invoice; (b) pay to the applicable tax authority such tax; (c) notify Ariba immediately if an invoice has not been made available; and, (d) notify Ariba if you believe the invoice has been modified by Ariba or the Ariba Network.

vi. Disputes. You can contest the accuracy of the electronic version of the invoices (that is, the accuracy of the electronic invoice compared to the non-electronic invoice) for a period of one month from the date of transmission.

7. Access for Tax Authorities.

i. You shall be solely responsible for providing tax authorities with access to VAT invoices which have been created and transmitted by Ariba, or a Third Party E-Invoicing Facilitator, in Your name and on Your behalf.

ii. You may provide tax authorities access to your data for audit purposes by creating sub-user accounts; but only in accordance and in line with the requirements of Ariba.

D. Survival. Sections I(i)C.5 (Your Duties), and II(i)C.7 (Access for Tax Authorities), shall survive any termination of this Agreement, or an Optional Service. Section II (General Terms) is incorporated in full into this sub-section I(i)

E. External Network Integration. If You elect to use features of Ariba Network Fulfillment allowing You to transmit invoices issued outside the Ariba Network ("External Invoices") to your buyer on the Ariba Network, You do so with the following understanding and obligations:

1. You will configure such features according to the external network requirements as stated in the Ariba Network Guide to Invoicing (part of the official documentation) and the requirements of your buyer and/or in accordance with the local tax legal requirements and, if applicable, including use of a digital signature version that can be validated by the Ariba Network (see official documentation for supported versions); and you acknowledge that failure to do so may create delays in processing that may affect your receipt of timely payment and may require you to re-send an corrected invoice in accordance to the Ariba guidelines.

2. The externally issued invoice transmitted to the Ariba Network will need to contain all tax mandatory and buyer required information

3. If applicable along with the External Invoice (as defined above), You will send (a) the signing certificate information, as well as a signature verification report along with the cXML and (b) the human readable version of the invoice;

4. In case of digitally signed invoices, Ariba will verify the integrity of the document. You are responsible for ensuring the validity, trustworthiness and adequacy of the certificate used to sign the invoice.

5. You understand that in case of invoice failure regarding an External Invoice, Ariba will still process the External Invoice if technically possible and You will not reuse the same invoice number. If required by the Buyer, You will issue a credit memo and send a new invoice.

6. You are responsible to correct the flow, should invoice failures occur after you begin to use the feature. Ariba reserves the right to suspend your account if you consistently fail to correct the flow and therefore fail to comply with your business partner's requirements.

(ii) ARIBA SOURCING

A. General.

This sub-section I(ii) applies only to Suppliers accessing the Ariba Sourcing website or the buyer-branded website "powered by SAP Ariba" accessible through a customer specific URL ("Sourcing Site").

Use of the Sourcing Site first occurs when You have responded to a relationship request from a buyer conducting sourcing activities, have responded to a Sourcing Event invitation from a buyer using the Ariba website.

This sub-section I(ii) does not apply to any Buyer; the terms applicable to Buyer are contained in the contract signed by the Buyer for usage of SAP Ariba Sourcing and/or SAP Ariba Supplier Management solutions.

B. Participation in On-Line Events. The Sourcing Site is used by Buyers to conduct sourcing and/or contracting activities, such as on-line auctions, RFx solicitations (e.g., request for proposals, request for information, or other types of requests), other sourcing activities, and drafting and negotiation of contracts (collectively "On-Line Events"). From time to time, Buyers may invite You to participate in an On-Line Event. If You elect to participate and use the Sourcing Site, the terms of this sub-section I(ii) describe the terms and conditions applicable to such use.

1. Rules of the Buyer. For each On-Line Event, You may be presented with the terms and conditions imposed by the Buyer relating to participation in that specific On-Line Event ("Event Rules"). If the On-Line Event is so configured by the Buyer, the Buyer will only allow You to participate in the On-Line Event if You agree to the Event Rules.

2. Participation or Suspension in an On-Line Event. Buyer has final responsibility for all decisions regarding the operation of the On-Line Events. Buyer and/or Ariba may suspend or cancel the On-Line Events at any time and without prior notification. If You are submitting a bid in connection with an On-Line Event, You represent that all bids You submit are legally valid price quotations and firm offers to contract without qualification, except for data entry errors and except to the extent the Buyer allows a non-binding bid.

3. Ethics. On-Line Event participants may not engage in unethical behavior during an On-Line Event, and You are expected to notify Ariba if You witness practices that are inconsistent with the fair operation of the On-Line Events.

C. Questionnaires. A Separate from On-Line Events, Your Buyer may also request information from You in the form of questionnaires depending on the region, commodity class, or business unit assigned to you by your Buyer ("Questionnaires"). If You elect to respond, then the terms of this subsection(ii) describes the terms and conditions applicable to such use. For each questionnaire response request, You may be presented with information needs imposed by the Buyer related to your code of conduct, registration, qualification, certificate management, performance, or other information need defined by the Buyer to conduct business with the Buyer.

D. Relationship of Parties. You acknowledge that in connection with the On-Line Events and Questionnaires, Ariba provides certain administrative services on behalf of Buyer. You understand that You are not our client; Ariba's client is the Buyer (that is, Ariba is an independent contractor for Buyer). As part of Ariba performing services to its client, the Buyer, You consent to Ariba providing to the Buyer all communications by You during the On-Line Events or in use of Questionnaires. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended nor created by this Agreement. For all actual or potential transactions between You and the Buyer of an On-Line Event, Ariba shall not hold title to, handle the physical distribution of, nor be held liable for failures of any components, materials, services related to such On-Line Event.

E. Reported Errors. If You experience any difficulty or error during an On-Line Event or use of Questionnaires, You must notify Ariba immediately, or else You waive any objection or claim relating to such difficulty or error.

F. Survival. Sections I(ii)B.2. (Participation or Suspension in an On-Line Event), I(ii)D (Relationship of the Parties), and I(ii)E (Reported Errors) shall survive any termination of this Agreement. Section II (General Terms) is incorporated in full into this sub-section I(ii).

(iii) ARIBA CONTRACT MANAGEMENT

A. General.

This sub-section I(iii) applies only to Suppliers accessing the Ariba Contract Management website ("Contracts Site").

Use of the Contracts Site first occurs when You have exchanged, stored, or accessed draft contract documents via the Ariba website. Ariba Contract Management is located within the "Contracts" tab of the Ariba Network.

This sub-section I(iii) does not apply to any Buyer; the terms applicable to Buyer are contained in the contract signed by the Buyer for usage of Ariba Contract Management.

Important note concerning use of the terms "Buyer" and "Supplier" relating to the Contracts Site: Customers of Ariba which buy a subscription to use the Ariba Contract Management product are referred to as "Buyers". Those Buyers use the Contracts Site to either work on procurement contracts (in which they buy goods or services) or to work on sales contracts (where they sell goods or services). In using the Contracts Site, the Buyer invites other parties ("Counter-Parties") to collaborate with the Buyer on the contracts (such as exchanging, storing, negotiating, signing, or accessing drafts of a contract. As to a particular contract, the Counter-Party may be selling goods or services (where the Buyer is working on a procurement-side contract) or the Counter-Party may be buying goods or services (where the Buyer is working on a sell-side contract). In either case, the Counter-Party is considered a "Supplier" for purposes of this section I(iii).

B. Participation at Buyer's Discretion. Buyer has final responsibility for all decisions regarding its decision to exchange contract documents with You via the Contracts Site. Buyer and/or Ariba may suspend or cancel the use of Contracts Site as a vehicle for exchanging contracts, at any time and without prior notification.

C. Relationship of Parties. You acknowledge that in connection with the Contracts Site, Ariba provides certain administrative services on behalf of Buyer. You understand that You are not our client; Ariba's client is the Buyer (that is, Ariba is an independent contractor for Buyer). No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended nor created by this Agreement. For all actual or potential transactions between You and the Buyer, Ariba shall not hold title to, handle the physical distribution of, nor be held liable for failures of any components, materials, services related to such actual or potential transactions.

D. Survival. Sections I(iii)B (Participation at Buyer's Discretion), and I(iii)C (Relationship of the Parties) shall survive any termination of this Agreement. Section II (General Terms) is incorporated in full into this sub-section I(iii).

(iv) ARIBA DISCOVERY

A. General.

This sub-section I(iv) applies only to Suppliers using the Ariba "Discovery" site ("Discovery Site").

Use of the Discovery Site first occurs when You have (a) responded to a buyer contact request on the Ariba Discovery website (within the "Leads" tab); (b) responded to a posting that a buyer is interested in purchasing something on the Ariba Network; (c) submitted custom content to promote Your company within the ProfilePitch feature of Ariba Discovery; or (d) submit a reference request through the reference request feature of Ariba Discovery. After creating an account on the Ariba Network or Ariba Discovery services, the administrator user may receive emails with potential opportunities that You can learn more about on the Discovery Site. Instruction for opt-out of such messages is in the message.

This sub-section I(iv) does not apply to any Buyer; the terms applicable to Buyer are contained in the Discovery Terms of Use entered into by the Buyer.

B. Service Scope and Eligibility. The Discovery Site is a venue where Buyers can find potential new suppliers. All postings to the Discovery Site ("Postings") must be initiated by a Buyer, where the Buyer is interested in purchasing a product or service from a supplier. Use of the Discovery Site to create Postings that offer goods or services for sale are prohibited (that is, use by the Supplier to promote itself via a Posting). Ariba may remove Postings, without notice, that do not comply with this requirement. The Discovery Site is for business users only, and You may not use it for consumer purchases or sales.

C. Publicity & Confidentiality. 

1. Publicity. The Discovery Site seeks to help buyers and suppliers to find one another, extend their network, and do business. This involves publicizing users, and thus You should assume that anything you submit to Discovery Site ("Discovery Submissions") may be publicized on the Discovery Site, except Sensitive Information (see below). Note, for example, that if You provide a "Business Contact," that person's name, phone and email address will most likely be visible to other companies using the Discovery Site. SAP Ariba may add publicly available information about the types of products and services You offer (aka UNSPC code classification) to Your profile if this information is missing. You may update such information at any time.  SAP Ariba uses Your profile to help buyers find relevant suppliers.

i. Ratings. Discovery Site may contain a feature that allows users to provide ratings on their experience with other users via the Discovery Site. For more information about this feature, see About Ratings. You consent to Ariba's display of the ratings Ariba receives about You. You acknowledge that Ariba is not the author of the ratings, has not contributed to it, and is not in any way responsible for such ratings (even if Ariba elects to monitor or remove some content contributed by users).

ii. References. Discovery Site may contain a feature that allows users to provide references concerning other users via Discovery Site. If You post a reference, You represent and warrant that (a) the reference is not made about Yourself; and (b) the reference reflects Your honest opinions of that other user. You consent to Ariba's display of the reference Ariba receives from You. You acknowledge that Ariba is not the author of the reference, has not contributed to it, and is not responsible for such reference or any ratings others submit about You (even if Ariba elects to monitor or remove some content contributed by users).

iii. ProfilePitch: The Ariba Discovery Site may utilize information in your profile to present your capabilities to prospective buyers. In addition, You may create customized content to specific buyer groups (e.g. industries, regions). Any custom content you submit must be in accordance with content guidelines available from Ariba.

2. Sensitive Information. Certain information You submit to the Discovery Site will not be publicized: credit card information (to be used by Ariba to bill You); bid amount information (which will be disclosed to the company you offered the bid amount); and the contents of a response to a Posting ("Response") You submit (which will be disclosed to the company authoring the Posting). You must comply with the Discovery Site's policies and on-screen instructions relating to the type of information you may submit relating to such Service. If You are Buyer, you agree that a Posting You submitted is not Sensitive Information (and will be sent automatically to the suppliers you select plus suppliers with which Ariba matches you).

3. Your Access to Other Users' Information. Due to the very public nature of the Discovery Site and its directory of companies, You may be allowed to access various information about other users. If You collect any of the user information accessible on the Discovery Site, You must remove such users' information from your records if they request You to do so. In addition, under no circumstances, can You disclose personally identifiable information about another user to any third party without the consent of such other user.

4. Confidentiality of Ariba information. You acknowledge that the information (but not Your Discovery Submission) located on the Discovery Site are proprietary and confidential information of Ariba and You hereby agree not to share such information with third parties except as authorized via features for sharing content provided within the Discovery Site itself.

D. Privacy. Registration Data and other information about You are subject to the privacy policies of Ariba applicable to the Discovery Site. For more information, see the terms related to the Ariba Discovery site within the SAP Ariba Privacy Statement for Cloud Services, which provides specifics about the personal data that is collected, and the Data Processing Agreement (Ariba Network services) found here. 

E. Conduct Ariba Expects when Responding to a Posting. If You learn about a Posting while using the Discovery Site, any response You submit to the Posting must be submitted via the Discovery Site. In addition, if You are a supplier, You must not contact other users or non-users with unwelcome solicitations (such as so-called "spam") and you must not contact the buyer by phone or email unless the buyer expressly invites You to do so. Buyers are of course welcome to solicit offers to purchase from suppliers by submitting a Post. If Ariba receives complaints that You have engaged in a spam, Ariba may suspend or terminate Your account (without any refund). If You respond to a Posting, You must honor the contents of Your Response; if Ariba receives complaints that You have not honored your responses, Ariba may suspend or terminate Your account (without any refund). You understand that if you submit a Response to a Post, there is no guarantee that you will secure a transaction merely by submitting a response to the Post. You also acknowledge and agree that, by making a Post, responding to a Post or eIntro, or otherwise communicating with another user relating to a Post and/or eIntro (collectively, a "Communication"): (a) Ariba does not personally endorse any of the suppliers or buyers associated with a Communication and does not make any representations or warranties with respect to the suppliers or their goods and services; (b) Ariba is not responsible for the conduct of buyer or supplier associated with any transaction related to a Communication, or the quality of any goods or services relating to such transaction or the Communication; and (c) any transaction between You and another user will be solely between yourselves and not Ariba. Ariba reserves the right to reject any Posting (meaning to not have it displayed on the Discovery Site) for any reason within Ariba's reasonable discretion, such as it if creates unreasonable risk for Ariba, possibly violates law, does not appear legitimate, is offensive, or other similar concerns. In addition, if You include improper contact information in the Post, Ariba may delete the improper portions from the Posting.

F. Purchase of Premium Services or Optional Services. Registration and standard subscription membership on Ariba Discovery as either a buyer or supplier is currently free. You may elect to enroll for a subscription fee in a premium level of the Discovery Site ("Premium Subscription"). Separate from the Ariba Discovery Site, users of Ariba Discovery also may elect to use optional services on a fee basis ("A La Carte Fee"). You will be guided through a check-out wizard to confirm your order of any A La Carte Fee. Should You elect to purchase optional services, You agree to pay the A La Carte fees for those optional services. Should You elect to purchase a Premium Subscription, You agree to pay the applicable Subscription Fee. (See http://www.ariba.com/go/discovery-pricing for information about Ariba Discovery pricing).

1. Discount Codes. If Ariba 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 You to use it to lower any fee. Ariba may cancel a discount code at any time, with or without advance notice.

2. Program Changes. Ariba 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.

G. Access to Risk Scores by D&B. The Ariba Discovery Site may allow you to link certain financial risk scores, which are proprietary to Dun & Bradstreet ("D&B"), to your company and display them on your profile within the Ariba Network. Linking to your financial risk scores and your D&B data ("D&B Data") is strictly conditioned on your agreement with the terms and conditions located here ("D&B Terms"). Your linkage to the D&B Data constitutes your unequivocal acceptance of each and every term and condition in the D&B Terms. If you do not agree with the D&B Terms, then you covenant to not access any D&B Data through the Ariba Discovery Site.

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

I. Survival. Sections I(iv)C (Publicity & Confidentiality), I(iv)D (Privacy), I(iv)G (Access to Risk Scores by D&B), and I(iv)H (Access to Third Party Marketplaces) shall survive any termination of this Agreement. Section II (General Terms) is incorporated in full into this sub-section I(iv).

(v) OPTIONAL SERVICES

A. General.

This sub-section I(v) applies only to Ariba Network Suppliers using an Optional Service. This sub-section I(v) does not apply to any Buyer, nor to any Ariba Network Supplier that does not subscribe to an Optional Service.

B. Prerequisite Rule. To receive Optional Services, You must be a Member of the Ariba Network in good standing. If You have High Usage Status for use of Ariba Network Fulfillment but have not paid the applicable Fees, You are not eligible for Optional Services. If You subscribe to, pay for, or even use Optional Services but at some point, fail to timely pay applicable Fees for use of Ariba Network Fulfill, You shall be deemed to have canceled such Optional Services without a right to receive a refund for any portion of such Optional Services for which You prepaid.

C. Additional Terms Applicable to Optional Services. When using particular Optional Services, Your use of the Optional Services of the Ariba Network will be subject to posted guidelines, additional terms, or plan details applicable to such Optional Services ("OS Policies") on the Ariba Network. The OS Policies will be made available to You when You subscribe to, register for, or use those particular Optional Services.

D. Fees for Optional Services. You agree to pay all applicable Fees and Taxes for the Optional Services, as stated in section II.U (Agreement to Pay Fees). You may cancel using an Optional Service at any time, but You will not under any circumstances be entitled to any refund, whether or not You terminated the Optional Service prior to the end of any Optional Services period for which You prepaid.

E. Optional Services Operational Limits. Provision of Optional Services is subject to the availability and the operational limitations of the requisite equipment and associated facilities. You also acknowledge that Ariba may establish policies and limits concerning use of the Optional Services. You understand and agree that temporary interruptions of the Optional Services may occur as normal events in the provision of the Optional Services and that Ariba is not liable for such interruptions. You further understand and agree that Ariba has no control over third party networks You may access in the course of Your use of the Optional Services, and therefore, delays and disruptions of other network transmissions are beyond the control of Ariba.

F. Modifications to Optional Services. Ariba 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. You agree that if Ariba completely discontinues the Optional Services as to You during any period for which You have prepaid, Ariba's only and maximum liability to You will be to refund You a pro-rata portion of the fees based on the period of time remaining on Your prepaid Optional Services.

G. Data Retention Services (an Optional Service). SAP is no longer accepting new requests for this service. Terms are maintained for historical purposes.

1. Plan Subscription. Unless You've signed up for a particular Data Retention service plan on the Ariba Network ("DRP"), Ariba does not have an obligation to maintain transaction history for you on the Ariba Network beyond a reasonable look-back period for recent and active transactions. Current practice is to keep transaction data available to You while you maintain an account in good standing, however, to obtain a contractual commitment form Ariba to have Ariba retain Available Data corresponding to one or more calendar year(s) requires subscription to the Data Retention service (for each calendar year, all data corresponding to such calendar year is referred to as "Year Data"). You may not elect to have Ariba commit to retain selective data within a calendar year (for example, You may not ask Ariba to retain data from just one month of a year, but delete all other data). That is, if You elect to have Ariba retain any data within a calendar year, Ariba will retain all Available Data. "Available Data" means data applicable to You which is available on the Ariba Network at the time You enroll in a DRP and selected for inclusion in Your DRP via the feature (the date of the oldest data included in Your DRP shall be referred to as "Start Date"), and which You have not deleted. Any data will cease to be Available Data if it (a) is deleted by You from the Ariba Network, (b) is deleted by Ariba if Your subscription expires without renewal, or (c) falls outside of the Data Years covered by Your current DRP (collectively, such data is referred to as "Removed" data).

Ariba may modify the Optional Services from time to time in Ariba's reasonable discretion and upon reasonable electronic or written notice to You, provided that such modifications shall not materially diminish the functionality of the Optional Services during the duration of Your prepaid DRP.

2. Expiration and Automatic Renewal. Prior to the end of Your DRP period, Ariba will endeavor to advise You of the upcoming expiration of Your DRP. If, prior to the expiration date of Your DRP, You do not instruct Ariba in writing to cancel Your DRP subscription, You hereby instruct Ariba to automatically renew Your plan and charge You accordingly (including adjusting the fees to account for the number of Data Years and the data volume at the time of the automatic renewal).

3. Additional Fee Terms. Because pricing is based on the volume of data Ariba retains for You, as well as the number of Data Years in Your DRP, You acknowledge that the price will change as Your data volume changes or the number of Data Years changes. The fees will cover full calendar years, regardless of the Start Date within a calendar year or whether You have data throughout the calendar year.

4. Failure to Pay Fees. If Your credit card fails to validly pay the fees due to Ariba, Ariba will give You ten (10) days advance notice to supply a valid alternative credit card. If You fail to provide a valid alternative credit card within such time frame, You acknowledge that Ariba may unsubscribe You and consequently all of Your data stored per the DRP may be Removed from the Ariba Network, and it may not be possible to restore such data.

5. The Optional Services. Once You register for and prepay for DRP, Ariba will commence providing the Optional Service, in accordance with the DRP for which You register, and will provide those plan Optional Service during the plan duration for which You register and prepay, subject to the Agreement.

6. Section II (General Terms) is incorporated in full into this sub-section I(v).

 

II. GENERAL TERMS

Please note that this section II (General Terms) is applicable to all Suppliers.

A. General. These Terms of Use (the "Agreement") describe the terms and conditions applicable to Your company's ("You", "Your") access of and use of the Online Services, as well as Ariba's obligations with respect thereto. Your access or use of the Online Services ("Online Services Use") is strictly subject to Your compliance with the Agreement (as updated periodically) and Ariba's then-current policies applicable to the Online Services. "Online Services" means the services made available to You online, in which You enroll and/or use (for example, if You use only the Ariba Sourcing service as a Supplier, then as to You the Online Services means only Ariba Sourcing). Your use of an Online Service constitutes your agreement to be bound by this Agreement. If you do not agree with the terms of this Agreement, then do not use the Online Services. By entering this Agreement, You represent and warrant that you are authorized to do so for your company. You should review these terms periodically, and each use of the Online Service is subject to the then-current form of the Agreement.

Exclusion: As stated in Section I, this Agreement applies only to Suppliers using one of the Solutions identified in Section I; it does not apply to a buyer using a buy-side Ariba solution or product.

B. Eligibility to Use the Online Services. The Online Services are available only to registered users of the applicable Online Services. By accepting the TOU, you acknowledge that your profile information will become part of the Ariba supplier database (i.e., your profile and basic information will be searchable by buyers). Ariba retains the sole right and discretion to decide whether You may register for or use any Online Service. No consumer shall act as a user of the Online Services.

C. Data Confidentiality. 

1. Your Data. Ariba understands the sensitive nature of the Data and other information you may send to the Online Service and data you receive from your trading partners via the Online Services, and Ariba therefore agrees to handle and protect Data pursuant to the commitments described in this Agreement. Ariba agrees to use reasonable efforts to maintain, safeguard, and not use or disclose Your Data except as needed to facilitate Your Use of the Online Services, track usage, address security, fraud prevention and data integrity requirements, respond to requests of government authorities, perform aggregated and anonymous analytics, and otherwise to perform services under this Agreement,. The term "Data" shall mean profile information, transaction and other data You send to the Online Services, promotional information, transaction data/details, customer lists, data You maintain about Your customers and suppliers, Personal Data, marketing information, product mix, sales mix or related information.

2. Your Use of Other Users' Information. In order to facilitate interaction among users of the Online Services, You may be allowed to access certain information about other users of the Online Services. By entering into this Agreement, You agree to treat information about other users of the Online Services in strict accordance with the Agreement and to the restrictions on the types of data you may submit to the Online Services as stated in the Ariba Data Policy and Privacy Statement. In all cases, You must give such users an opportunity to request to be removed from Your database and a chance to review what information You have collected about them. In addition, under no circumstances, except as described in this section, You agree to only disclose personally identifiable information about another user to any third party if you have the written consent of such user.

3. Confidentiality of Ariba Information. Information (but not Your Data) about the processing capabilities of the Online Services, the technology or interface features of the Online Services, and the notices and updates sent by Ariba to You are proprietary and confidential information of Ariba and You hereby agree not to share such information with third parties or use such information except to support Your Use of the Online Services.

4. Exceptions. The restrictions on disclosure or usage of information contained in this section II.C.4 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.

D. Your Registration and Sign-up Obligations. All information that You provide to Ariba must be accurate (e.g., Your name, address, and credit charge information (if applicable)), whether or not supplied during the registration process. The Company Name you provide must be an actual legal entity, be associated with the Tax ID and/or DUNS numbers you provide and must have operations at the address you provide. You are responsible for keeping such information up-to-date and must provide changes promptly to Ariba by logging in to Your account and providing the correct information to Ariba. If there are any fees applicable to Your use of the Online Services (as described in section II.U below, if applicable to you), Ariba will collect information relating to billing You (data required for calculating a proper bill is referred to as "Billing Data"). Ariba shall not disclose Billing Data to third parties or use the Billing Data, except that Ariba shall have the right (i) to use the Billing Data as necessary to perform under this Agreement and any Optional Services and charge You as described in this Agreement (including disclosing the Billing Data to third parties providing Optional Services requested by You or processing the billing for Ariba); (ii) to maintain the Billing Data as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes, which may include transfer to an SAP Affiliate's IT systems for processing (such SAP Affiliate system may be in a country other than the country in which the Ariba Network system is hosted); and (iii) to provide the Billing Data as required by law or court order, or to defend Ariba's rights in a legal dispute. Ariba may provide your trading partner with basic account payment status information with regard to fees due by You arising from that specific trading relationship upon reasonable request of the trading partner. Such payment status information may include as a reference the SAP invoice number, date of invoice, subscription level and fees due arising from that relationship.

E. Data Protection. Ariba's usage and disclosure of information You supply as part of the registration process is subject to the Data Processing Exhibit (Ariba Network Services), incorporated into this Agreement. The Data Processing Agreement (Ariba Network services) shall control, as applicable, if there is a conflict between it and the Ariba Data Policy and Privacy Statement. You may contact Ariba for a signed copy of the Data Processing Agreement exhibit if necessary, for your local law compliance. Note that if You provide a "Business Contact," that person's name, phone and email address will be visible to other organizations using the Online Services. By using the Ariba Network, your profile (but not your transactions) will be visible to other users, unless you configure your account otherwise.

F. Security. Ariba agrees to utilize industry standard security methods to protect the Online Services. Ariba adheres to and is audited by independent third party auditors for compliance with industry data handling standards and related Service Organization Control ("SOC") standards, GAPP, and PCI or equivalent standards. Currently, the Online Services and hosting facilities are audited and certified every six months by an independent, qualified, third party security assessor for SOC 1 Type II and SOC 2 Type II, under the Trust Services Principles discipline established by the AICPA, specifically Security, Availability, Processing Integrity and Confidentiality. Ariba reserves the right to move to a different compliance standard. Ariba uses reasonable efforts to scan the Online Services for Ariba-owned content (whether software code, data files, etc.) uploaded by Ariba for the detection and eradication of viruses.

G. Involvement with Third Parties. 

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

2. Items of Third Parties. Some Online 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"). You acknowledge that, except for Items clearly identified as being those of Ariba, Ariba does not operate, control or endorse any Items listed on the Online Services or processed by the Online Services. Except for Ariba Items, all Transactions are solely between You and your trading partner, and Ariba has no responsibility whatsoever relating to the Items. "Items" means all products, services, or information posted on the Online Services. Except as to a Transaction involving an Ariba Item, or any claim, loss, or liability caused by Ariba, You agree to indemnify and hold harmless Ariba from any and all claims, losses, liabilities, and damages relating to Transactions by You and also for all liability or damages relating to Content you uploaded to the Online Services.

H. System Integrity, Data Integrity, Data Storage. 

1. System Integrity. Concerning Your Use of the Online Services, You agree not to knowingly: (i) interfere with or attempt to interfere with the proper working of the Online Services; (ii) post or transmit to the Online Services any unlawful, fraudulent, harassing, libelous, or obscene Content; (iii) post or send to the Online Services 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 Online Services; or (v) take any action which imposes an unreasonable or disproportionately large load on the Online Services (guidelines on appropriate load will be posted on the Online Services, and You will be notified and given an opportunity to cure if You violate this section II.H.1.(v)). Since most Content on the Online Services will be sent to the Online Services by third parties or You, You also understand that Ariba 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. Ariba agrees to not knowingly post or send to the Online Services any files (i.e., files created by Ariba) 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 Online Services, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties.

2. Data Integrity. You are responsible for confirming the accuracy of any data You send to or receive from the Online Services, and for maintaining a means external to the Online Services for the reconstruction of lost data. Ariba has procedures to assist Your efforts to sure that Your Data is accurate, current, and complete. See the official documentation for the Online Services and the Ariba Data Policy and Privacy Statement to learn how to update Your information.

3. Storage of Data. The Online Services will allow You to access Data You send to or receive from the Online Services for a limited period of time, as may be announced by Ariba from time to time and which may vary for specific Online Services or functions. Notwithstanding the foregoing, Ariba will not delete the transaction Data you retain on the Ariba Network that has been stored on the Ariba Network for less than eighteen-months, provided that your account is active and in good standing. You are solely responsible for saving all of Your Data. Therefore, You should take proactive measures to store Your Data within Your own computers, in order to preserve the accessibility of such Data beyond the Online Services retention period applicable to You.

4. No Load Testing without Advance Consent. You agree to not perform, without Ariba's advance consent, any load testing or intrusion testing on the Online Services, even if it is performed using test accounts.

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

6. Actions to Prevent Risk. In order to minimize the legal risk (if any) we may face applicable to Your Use of the Online Services, Ariba reserves the right to take any reasonable action (subject to section II.C (Data Confidentiality)) with respect to such Use of the Online Services we deem necessary or appropriate (such as suspending or terminating Your Use of the Online Services if it causes or creates an unreasonable risk to Ariba)

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

1. Commodities. If You submit to the Online Services (whether during registration, editing your profile, or otherwise) a commodity code associated with the products or services You sell or want to purchase, the Online Services can display that commodity code on Your profile. Similarly, if You submit a custom commodity code, You agree that Ariba is free to reuse that custom commodity code within the commodity code hierarchy on the Online Services. SAP Ariba may add applicable commodity codes to your profile if this information is missing and is readily available publicly (aka UNSPC code classification). You can update or correct such classification information at any time.

J. Limited Warranty and Disclaimer. 

1. Ariba warrants that it has full power and authority to provide the Online Services and all related services to You and to grant You the rights granted herein.

2. Ariba warrants that during the period of Your Membership, the Online Service will conform in all material respects to the documentation published by Ariba for each such Online Service. To make a claim that an Online Service fails to comply with the warranty, You must identify the non-conformity in a written notice delivered to Ariba during the warranty period ("Warranty Claim Notice"). Your sole and exclusive remedy, and Ariba's entire liability for breach of this limited warranty, shall be correction of the warranted nonconformity in the Online Service or, if Ariba fails to correct the warranted nonconformity after using reasonable commercial efforts, Ariba will terminate access to the non-conforming Online Service and refund the unused portion of the Membership Fees for the Online Service paid by You for the remainder of the Membership term (beginning with the date of Ariba's receipt of the Warranty Claim Notice). This limited warranty shall not be valid to the extent the warranty nonconformity was caused by Your abuse, misuse, accident, alteration, or unauthorized modification or installation of the Online Service. This section II.J.2 only applies to Members that have paid the applicable Membership Fees.

3. OTHER THAN THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, THE ONLINE 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 ARIBA EXPRESSLY DISCLAIMS. ARIBA MAKES NO WARRANTY (i) THAT THE ONLINE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THAT THE ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iii) AS TO ANY ITEMS (EXCLUDING ARIBA ITEMS) ARIBA ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE ONLINE SERVICES OR ANY OTHER WEBSITE THAT MAY BE LINKED TO VIA THE ONLINE SERVICES. ANY CONTENT OBTAINED BY YOU THROUGH THE ONLINE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK.

K. LIMITATION OF LIABILITY. IN NO EVENT SHALL ARIBA 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 ARIBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR ONLINE SERVICES USE, OR (B) FOR A TOTAL AND AGGREGATE LIABILITY AMOUNT UNDER THIS AGREEMENT IN EXCESS OF THE AMOUNT OF MEMBERSHIP FEES PAID BY YOU WITHIN ONE (1) YEAR PRIOR TO THE DATE OF SUCH CLAIM FOR THE APPLICABLE ONLINE SERVICES USE OR OPTIONAL SERVICE GIVING RISE TO LIABILITY.

1. The limitations set forth in section II.K(A) and (B) shall not apply to damages due to bodily injury or death.

2. Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, TO THAT EXTENT SOME OF THE ABOVE LIMITATIONS OF SECTIONS II.J AND II.K MAY NOT APPLY TO YOU 

L. Termination or Suspension. 

1. By You. You may terminate this Agreement (along with Your Use of the Online Services and/or an Optional Service) at any time, for any reason, by notifying Ariba. If You are dissatisfied with the Online Services or with any term, condition, rule, policy, guideline or practice of Ariba in operating the Online Services, Your sole and exclusive remedy is to discontinue using the Online Services. If You have paid Ariba any Membership Fees, or fees for Optional Services, You will not receive any refund under any circumstances if you cancel.

2. Termination or Suspension for Breach. If You are a Member and you fail to perform any material obligation under this Agreement or another contract with Ariba (either being a breach), and You do not cure such breach within thirty (30) calendar days after receipt of notice of such breach, Ariba may terminate this Agreement or suspend Your Use of the Online Services and/or Optional Services. Ariba may terminate the Agreement immediately (i) upon Your being the subject of a bankruptcy proceeding, insolvency, liquidation or similar proceedings, or (ii) to comply with laws applicable to Ariba for lawful operation of the Online Services. In case of termination or suspension under this paragraph, if You have prepaid Membership Fees or Optional Service fees, Ariba's only liability to You will be to refund a pro-rata portion of the fees based on the period of time remaining on Your prepaid Membership. If You use the Online Services or an Optional Service for illegal, fraudulent or abusive purpose, such use may be referred to law enforcement authorities without notice to You. If Ariba suspends Your Use of the Online Services or terminates this Agreement, Ariba may communicate such suspension or termination, and the reason therefore, to the companies with which You have transacted, in order for such companies to be informed that further attempts to transact with You via the Online Services are not possible until Your account is reactivated.

3. If You are not a Member, Ariba may terminate the Agreement or suspend Your Use of the Online Services at any time for its convenience, with or without notice.

M. Survival After Termination. Sections II.C (Confidentiality), II.E (Data Protection), II.I (Title to the Online Services), II.J (Limited Warranty and Disclaimer), II.K (Limitation of Liability), II.L (Termination or Suspension), II.N.2 (Measures to Prevent Unauthorized Access), (II.O (Infringement Indemnity by Ariba), II.P (Infringement Indemnity by You), II.T (Claims of Copyright Infringement), II.U.3 (Unpaid Fees), and II.V (Miscellaneous) shall survive any termination of this Agreement.

N. Compliance with Laws. Subject to the terms herein, (i) Ariba agrees to comply with all applicable laws, statutes, ordinances and regulations applicable to an operator of general purpose online services, including US and German export law, in terms of its own operating locations for the services,  and (ii) You agree to comply with all applicable laws, statutes, ordinances and regulations regarding Your Use of the Online Services and Your purchase of products or services through the Online Services, including compliance with export laws and trade sanctions of Germany, the European Union and the United States of America ("Applicable Export Laws").

1. You, on behalf of yourself and your company, hereby confirm that:
a) You will not use the Online Services, and will not allow the Online 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) You are not located in the Crimea Region, Cuba, Iran, North Korea, Syria, nor any other country subject to similar restrictions imposed by Applicable Export Laws ("Embargoed Country");
c) You is not a citizen, national or resident of, and are not under the control of, an Embargoed Country;
d) You will not use, directly or indirectly, the Online Service in an Embargoed Country;
e) You are not listed on any sanctioned party list imposed by Applicable Export Laws; and
f) You will not use or make available the Online Service, directly or indirectly, to persons on the above-mentioned lists.

2. You hereby acknowledge and agrees that Ariba is required to take measures to prevent unauthorized access to the Online Services. You therefore acknowledge and agree that Ariba may a) automatically check any company and user registration data and other information you provide about your 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 you update your information; c) block your access to the Online Services in case of a potential match; and d) in case of a potential match contact you in order to confirm your identity.

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

O. Infringement Indemnity by Ariba. This section II.P only applies to Members.

1. Subject to this Section II.P, Ariba agrees, at its own expense, to defend, indemnify, and hold You harmless from (or at Ariba's option, settle) any claim instituted by a third party and asserted against You that an Online Service when used in accordance with its official documentation infringe any United States copyright, trade secret, or other proprietary right of a third party ("IP Claim"), provided that You: (a) promptly notify Ariba in writing of any such IP Claim; (b) permit Ariba 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. Ariba agrees to pay any final award of damages assessed against You resulting from such IP Claim, including any awarded costs and attorneys' fees, or any settlement amount agreed to by Ariba in writing. Ariba will not be responsible for any settlement it does not approve in writing prior to such settlement.

2. Following notice of an IP Claim or any facts which may give rise to such IP Claim, Ariba may, in its sole discretion and at its option, (a) procure for You the right to continue to use the Online Services, (b) replace the Online Service, or (c) modify the Online Service to make it non-infringing. If Ariba determines that it is not commercially reasonable to perform any of these alternatives, Ariba shall have the option to terminate this Agreement and refund a pro-rata portion of the fees based on the period of time remaining on Your prepaid Membership Fee.

3. In no event will Ariba have any obligations under this Section II.P or any liability for any claim or action if the IP Claim is caused by, or results from Your combination or use of the Online Service with non-Ariba software or equipment, if such IP Claim would have been avoided by the non-combined or independent use of the Online Service.

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

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

Q. 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 Agreement. 

R. Communicating with You. Any communication sent via email by Ariba to the designated contacts (either the primary or secondary contacts) You provide during the registration process or Membership sign-up process shall constitute valid notice from Ariba to You. You acknowledge and agree to keep Ariba informed in a timely manner of any change in the designated contacts or their correct email addresses. Ariba is entitled to rely on the validity of the contact information (email addresses, fax number, or otherwise) for the designated contacts You provide Ariba, even if Ariba receives an automated response email indicating that the email might not or did not reach its intended recipient. 

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

1. Keeping Your user name and password confidential. You shall notify Ariba immediately upon learning of any unauthorized use of Your user name or password. For any instruction, communication, or other information ("Transmission") Ariba receives from someone using your user name and password, Ariba is entitled to consider such Transmission as having been sent by You.

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

T. Claims of Copyright Infringement. Ariba 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 Ariba internet services. If you believe that material on an Ariba website or service infringes your copyright, you may submit a notification to Ariba'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 Ariba 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. Ariba will take reasonable steps to identify, and deny access to Ariba internet services by, individuals who are repeat offenders of other's copyrights. 

U. Agreement to Pay Fees. You agree to pay any applicable taxes, VAT, withholding tax, and other government-imposed payments (other than taxes based on Ariba's net income) ("Taxes"). All valid direct pay permits or tax exemption certificates must be provided upon registration.  The address associated with Your company profile (Company Name and Address) provides the applicable tax jurisdiction for the determination of such taxes. All such payments shall be in U.S. Dollars (unless the sign-up wizard allows You to select another currency).

1. Fees for Membership and Optional Services.

Fees for Membership and Fees for Optional Services are continuous and billed at the rates then in effect. You may pay Ariba by a method accepted by Ariba (e.g., payment card or check). Ariba will send or make available to you an electronic or physical invoice at least ten (10) days before each payment is due. The invoice will reflect Ariba's current fees for Your Membership or Optional Service and will note any changes Ariba may have made to Your Membership level or package. You may cancel Your Membership, cancel the Optional Service, or change your payment method at any time by accessing Your account on our website or contacting Ariba customer support. Notwithstanding your cancellation, you agree to pay all Fees that You incurred prior to your cancellation. Fees are non-refundable once paid. You agree to pay all fees due within net-30 days after the date of the applicable invoice.

Multi-Org: At Ariba, the process of grouping multiple Ariba Network accounts into a parent-children relationship for billing purposes is called a "Multi-Org ". If you think your organization would like to implement Multi-Org, please contact Ariba customer support at supplier.ariba.com for more information. If You tie your multiple accounts together into a Multi-Org, the parent Ariba Network ID becomes the master over all other Ariba Network IDs in your company's Ariba Network presence. As such, it will determine the master anniversary date, the invoicing currency, and the online location for receipt of your Ariba invoice. However, tax jurisdiction and calculation will happen at the child account level and then be rolled up in a summary to prepare the multi-org invoice. You acknowledge that this consolidation of billing does not remove the underlying obligation of a child organization to pay Fees due, but it does mean that the child organization will not receive the invoice. Just use of the Account Hierarchy feature does not trigger a Multi-Org invoice.

2. Payment by card. If You choose to pay Fees with a payment card (whether a debit card, credit card, or other electronic payment card that is accepted by Ariba (each referred to herein as a "Card")), You agree to provide Ariba with accurate and sufficient information (including the name on the Card, the account number and date of expiration, the security code, and other authorization details as we may require to enable Ariba) to charge the Card for the invoiced amount due under this Agreement. By authorizing Ariba to charge Your Card, You agree that Ariba may automatically charge that Card (or any replacement Card if the original Card is renewed, lost, stolen, or changed for any reason by the Card-issuing entity, and You or such entity informs Ariba of such new replacement Card account) for the Membership Fees at the then-applicable rate, as well as fees for Optional Services selected by You (in any case as reflected on the invoice) until You change or expressly cancel Your authorization by notifying Ariba in writing that You elect to change or cancel the authorization (including by changing or cancelling the Card authorization by accessing Your account on our website). If a charge to Your Card is declined or is returned unpaid, Ariba will give You ten (10) days advance notice to supply a valid alternative Card. If You fail to provide a valid alternative Card within such time frame, You acknowledge that Ariba may terminate or suspend your access to the Online Services and/or use of the applicable Optional Services.

3. Unpaid Fees. If You fail to pay any Fees or Taxes under this Agreement or fees owed under a separate contract with Ariba, (for example, if Your Card payment is invalidated) by the due date, You agree that Ariba may (a) terminate and/or suspend Your use of the Online Services (including the processing of any pending or future transaction documents between You and Your trading partner) and/or suspend Your account as to the Relationship applicable to the unpaid Fees; (b) bill charges to Your Card for such Fees or Taxes (or send an invoice directly to You); (c) charge You the interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less; (d) assign unpaid late balances to a collection agency for collection; and/or (e) pursue so any available avenue of legal or equitable relief relating to amounts You owe Ariba. In addition, You agree and acknowledge that Ariba retains the right to pursue You for unpaid fees even if Your access has been terminated and/or suspended pursuant to the prior sentence. You agree to reimburse Ariba for all expenses Ariba incurs to recover amounts due, including attorneys' fees, collection expenses, and other expenses. Ariba may delegate invoicing and/or collections of Fees to any third party, including any subsidiary, affiliate or parent (including SAP SE).

4. Automatic Card Charging for Renewals. When You elect to pay for Your subscription by Card, You agree that Your subscription for Membership is continuous and You authorize Ariba to store Your Card information for use to pay subsequent amounts You incur under this Agreement. You agree that You will be invoiced, and hereby authorize and agree that Ariba may charge the Card stored by Ariba, at Ariba's then-current rates. As stated in Section I(i)E above, You are obligated to pay the applicable renewal Fees upon Ariba calculating Your renewal Fees amount and notifying You. Unless You notify Ariba at least five (5) days prior to the invoice payment date that You wish to pay by means other than by Card ("Alternate Payment Instruction"), You hereby authorize Ariba to charge the Card for the Fees owed. If the Alternate Payment Instruction is not received at least five (5) days prior to the invoice payment date, Ariba will not have sufficient time to cancel the charge and thus the Fees will be charged to the Card, and such payment is non-refundable.

5. Payment Terms specific to Ariba Network Fulfillment: Orders and Invoices / Fees. At the time of renewal, in terms of Ariba Network Fulfillment service, You agree that Ariba may automatically subscribe You to the Membership level that corresponds to your then-current Ariba Network Fulfillment usage. You further acknowledge that, at the time of renewal, if You no longer have High Usage Status, then You consent to have Your Fees renewed at the same Fee level and for at least the same price as in the prior period and You will be charged the applicable Fee for Your voluntary membership at that level. If You pay by Card, at the time Ariba generates an invoice for Fees for the periodic subscription for each new Chargeable Relationship, You will automatically be subscribed to the Transaction and Subscription level that corresponds to your level of Ariba Network Fulfillment usage for that new Chargeable Relationship, and Your Card will be charged the then-current Supplier Fee applicable to that level.

6. Bill Inquiries; Refunds. If You believe You have been billed in error for a Fee, please notify Ariba within 60 days of the billing date by contacting Ariba Support. Ariba will not issue refunds or credits after the expiration of this 60-day period, except where required by law or regulation.

7. Contracting Party. Except as provided in this paragraph, "Ariba" referred to in this Agreement, is Ariba, Inc. with headquarters in Palo Alto, California, USA, an SAP company. In some countries, Ariba, Inc. works through a local distributor to sell the Ariba Network service. If You are located in one of those countries, Ariba will notify You (generally within thirty (30) days of your registration, or annual renewal date), of the Ariba authorized reseller or affiliate who is the contracting party to this Agreement in relation to Your use and any alternate governing law or venue applicable to this Agreement.

V. Miscellaneous. Any notice ("Notice") sent to the other party under this Agreement must be in writing and in the English language, where such Notice relates to the Agreement 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. You may not assign or transfer this Agreement without the prior written consent of Ariba. Ariba may assign our interest in this Agreement to any now-existing or future direct or indirect subsidiary of Ariba, Inc., or pursuant to any assignment of the Online Services, or any corporate sale or restructuring. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties and we agree to bind any such independent contractors or third parties to the same obligations and standards of performance contained in this Agreement. In any case, Ariba will retain ultimate and complete responsibility for the full performance of this Agreement, whether certain responsibilities have been delegated to any such third party, or not. If any provision of this Agreement 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 Agreement shall otherwise remain in full force and effect and enforceable. Unless otherwise agreed by the parties, this Agreement shall be deemed to have been made in, and shall be construed pursuant to 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 Agreement shall be instituted in a state or federal court in San Francisco, Santa Clara or San Mateo County, California (the "Selected Venue(s)"), and each party hereby consents to personal jurisdiction in such counties. Both You and Ariba hereby irrevocably and unconditionally undertake to take any and all steps which may be necessary in order to: (i) confer jurisdiction on the Selected Venue; and (ii) facilitate the enforcement, by a court where a party is domiciled, of any judgment given by a court in the Selected Venue. If suit is brought under this Agreement, the prevailing party shall be entitled to its reasonable attorney's fees, court costs, and expert witness fees. This Agreement 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 Agreement. You agree to be bound by the most current version of this Agreement that is posted on the Online Services. Terms of a purchase order submitted for fees under this Agreement will not modify the Agreement, and the content of such document shall not be binding upon either party except to reaffirm Your payment obligation under this Agreement. The English version of this Agreement shall govern in the event of any conflict or substantive translation changes in a non-English language. You acknowledge that transaction documents between you and Your trading partner can only be exchanged if both You and Your trading partner are current registered users on the Online Services and in good standing with the Online Services. Each party acknowledges that any breach by a party of the provisions of the Agreement may cause irreparable damage to the other party and that a remedy at law may be inadequate. Therefore, in addition to any and all other legal or equitable remedies, a party will be entitled to seek injunctive relief for any breach of this Agreement. All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.

W. Definitions. "Member" refers to a user of an Online Service which subscribes to an Online Service involving a fee. "Membership" means the subscription of a Member to use a particular Online Service. "Membership Fees" means the fees Ariba charges a Member for a Membership. A Subscription is a form of Membership.

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

TOU Supplier v.31

08 March 2019

Updating...