- 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
I. SOLUTION SPECIFIC TERMS
note that the terms in this section I (Solution Terms) apply only if you are using
the applicable Online Service as a Supplier.
(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.
(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".
(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
sub-section I(i) applies only to Suppliers using Ariba Network Fulfillment.
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.
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
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
. 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.
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
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
following sub-sections I(i)C.1) through I(i)C.8) 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.
Your Duties. As between Ariba and You, You will be solely responsible
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;
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);
Complying with all applicable privacy, consumer and other laws and regulations
with respect to Your provision, use and disclosure of the Invoice Data; and
Payment of all recurring and nonrecurring fees, taxes, VAT and assessments
applicable to Your Invoice Data.
6. Regulatory Terms for Invoice Supplying Party.
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.
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
(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
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
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
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
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.
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.
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
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
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").
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.
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.
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
sub-section I(iii) applies only to Suppliers accessing the Ariba Contract
Management website ("Contracts Site").
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.
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
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
sub-section I(iv) applies only to Suppliers using the Ariba
"Discovery" site ("Discovery Site").
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
sub-section I(iv) does not apply to any Buyer; the terms applicable to 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
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.
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).
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)
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
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
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
G. Data Retention Services (an Optional Service). SAP is no
longer accepting new requests for this service. Terms are maintained for
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"
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
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
note that this section II (General Terms) is applicable to all Suppliers.
A. General. These
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.
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.d 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
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
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
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.a.(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
Disclosure, Ariba Data Policy and Privacy Statement, and Service Level Agreement for SAP Cloud Services, and the Data Processing Agreement (Ariba Network services)
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
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.Q (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").
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
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.
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.
foregoing provision shall survive any termination or expiration of this
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
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
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:
3410 Hillview Ave
Palo Alto CA 94304
provide the following information with your notification:
The name and contact information
of the complaining party,
Sufficient information to
identify the copyrighted work or works,
The allegedly infringing material
and its location on an Ariba website or service,
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,
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
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
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.
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