ADDITIONAL TERMS OF USE FOR THE

SAP IDEA INCUBATOR

 

In addition to the terms set forth in the SCN TERMS OF USE, these ADDITIONAL TERMS OF USE FOR THE SAP IDEA INCUBATOR (“Additional Terms”) shall also apply to your use of the SAP Idea Incubator Website ("Website").



1. SCOPE

SAP AG, together with its wholly owned subsidiaries (collectively "SAP") created the Website to provide a venue for you ("You" or "Your") and other customers, developers, and experts in the broader SAP HANA ecosystem (each, a "User" and collectively, "Users") to match problems with solutions. The Website provides a platform for a company using SAP HANA (“Customers”) to post descriptions of edge ideas or problems (the “Edge Idea”), which are seen by all Users. Developers or solution innovators (“Innovators”) can either post materials and ideas for creative solutions which may be usable by all Customers, or they may submit proposals, prototypes, demonstration materials, and other Content (as defined in the SCN Terms of Use and these Additional Terms) related to addressing a specific Customer’s Edge Idea (either type of Content referred to in these Additional Terms as “Edge Idea Response”). If a Customer likes a certain Edge Idea Response, they may engage the Innovator offline to create a more complete prototype or full product (the “Solution”). The Website does not provide a platform for creating a contract for the provision of a solution or making payments related to the provision of a Solution.



2. ELIGIBILITY.

Summary: If you are submitting on behalf of a company, you confirm that you have the rights to do so. SAP employees may not submit Edge Idea Responses. Innovators should not use the Website to market existing solutions.

If You are accessing and/or using the Website on behalf of Your employer or as a consultant or agent of a third party (either "Your Company"), You represent and warrant that You have the authority to act on behalf of and bind Your Company to these Additional Terms, and every reference in these Additional Terms to You or Your shall also include Your Company. Capitalized terms used in these Additional Terms which are not defined in these Additional Terms shall have the meaning ascribed to them in the SCN Terms of Use. References to “SCN” in the SCN Terms of Use shall be interpreted to include this Website.

SAP employees may not submit Edge Idea Responses without the prior consent of SAP. Edge Idea Responses must be responsive to the Edge Idea proposed. Innovators are not permitted to sell or promote generally available products, services or solutions through the Website.

 

3. ROLE OF SAP

Summary: SAP only provides the Website as a platform to connect Customers and Innovators. SAP does not endorse any Content on the Website, any Innovators, any Customers or any Solutions.

SAP and its affiliates are not involved in the transactions between Customers and Innovators. As a result, SAP has no control over the quality, safety or legality of the services or Solutions provided by Innovators, the ability of Innovators to provide a Solution to Customers’ satisfaction, or the ability of Customers to pay for Solutions. SAP is not responsible for any Solution, Edge Ideas, Edge Idea Responses, other Content or the actions of any Customer or Innovator. SAP does not conduct any screening or other verification with respect to Customers or Innovators, nor does SAP provide any recommendations. As a Customer or an Innovator, You use the Website at Your own risk. You are solely responsible Content that You submit on the Website or send to another User and any other content of a personal nature.

 

4. THESE TERMS ARE IN ADDITION TO THE SCN TERMS OF USE

Summary: This Website is connected to SCN, so those Terms of Use also apply to your use of this Website.

Your access and use of the Website, Content or services provided on the Website (any "Services"), are subject to the SCN Terms of Use and these Additional Terms. The SCN Terms of Use and these Additional Terms (together "Controlling Terms") form a legally binding agreement between You and SAP regarding Your access and use of the Website, Content, and the Services. Whenever there is a conflict between the terms the SCN Terms of Use and these Additional Terms, these Additional Terms shall control. By accessing or using the Website, You accept and agree to abide by the Controlling Terms. If You do not agree to the Controlling Terms, You must not attempt to access or use the Website. Your access and use of any SAP software or related documentation provided on the Website (together "SAP Software") shall be subject to a separate software license agreement made available to You at the time You access or download the SAP Software.

 

5. USE OF INFORMATION

Summary: Information posted on this Website will not be confidential. However, Innovators must agree to use Edge Idea Responses only for the purpose of creating their Solution.

This Website is a public forum as described in the SCN Terms of Use.

Notwithstanding the foregoing, You are permitted to use an Edge Idea description only for the purpose of creating an Edge Idea Response or Solution, fulfilling contractual obligations to a Customer, or otherwise exchanging information with a Customer in relation to Your interactions on the Website, in compliance with Section 7(B) (Licenses and Use of Content on the Website). You are not permitted to use or reproduce Edge Idea descriptions for any other purposes.

 

6. YOU ARE RESPONSBILE FOR YOUR CONTENT

Summary: You are responsible for all of your Content, and you must ensure that your Content does not violate these terms. You cannot represent that SAP endorses or approves your Content.

You are solely responsible for Your Content, including information, postings, or proposals for Solutions. SAP merely acts as a conduit for the distribution and/or publication of Your Content. SAP reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if SAP believes information is inappropriate, may create liability for SAP, or otherwise in its sole discretion.Your Content must not: (a) infringe any third party’s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.

SAP does not endorse any Content posted by Users and SAP is not liable for any such Content posted on the Website, including but not limited to any information posted by or about You. SAP reserves the right to take any action, in our sole discretion, with respect to information posted on the Website which SAP believes is inappropriate, including but not limited to termination of Your account. However, SAP cannot, nor does SAP, control the information provided by You or other Users or other Content providers which is made available through the Website.

You agree that You will not present to third parties any Content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of SAP.

 

7. INTELLECTUAL PROPERTY AND CREATION OF SOLUTIONS

A.TRANSACTIONS AND RELATIONSHIP BETWEEN USERS

Summary: SAP provides this Website for Customers to submit Edge Ideas and Innovators to submit Edge Idea Responses. After that phase, any other contracts – for confidentiality, the sale or use of the Solution, or otherwise – should be made separately between Customer and Innovator.

SAP is not a party to any agreement between the Customer and the Innovator. It is solely the responsibility of the Customer and Innovator to agree upon any terms under which the Solution will be provided.

You are responsible for ensuring that You comply with Your obligations under any agreements with other Users. If You do not, You may become liable to that User(s). It is solely Your responsibility to abide by all applicable laws and regulations relevant to You as Customer or Innovator, or in any other uses You make of this Website.

If another User breaches any obligation to You, You are solely responsible for enforcing any rights that You may have. For the avoidance of doubt, SAP has no responsibility for enforcing any User rights.

Information provided on this Website is not vetted by SAP and may be inaccurate. Customers and Innovators must look solely to the other for enforcement and performance of all the rights and obligations arising from the provision of a Solution and any other terms, conditions, representations, or warranties associated with such dealings.

 

B. Licenses to and use of content on the website

This Website allows Customers and Innovators to find each other and exchange preliminary project materials, as described in Section 1 (Scope). In exchange for the use of the Website, You agree to the below terms and hereby grant the below licenses.

For Customers

Summary: You give SAP the right to use your Edge Ideas. SAP allows you to use Innovator’s Edge Idea Responses.

Any information You upload, including information, data, code, ideas, or know-how contained in problem statements, proposals, and Solutions uploaded to the Website shall be considered ‘Content’ under the SCN Terms of Use.

(1)License to Your Content. As provided in the SCN Terms of Use, You grant to SAP a perpetual, irrevocable, non-exclusive, world-wide, fully-paid up and royalty free license to use such Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to You or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Content, and all rights therein; to make, have made, offer to sell, sell, lease, or otherwise distribute any Content or product; and to practice any method, embodying such Content (including the right to sublicense any of the foregoing). You further represent and warrant to SAP that You have the right, title, and/or authority to grant such license to SAP and You indemnify SAP, pursuant to Section 11 (Indemnity) hereof, for any breach of this representation. You agree not to make any contract or agreement which would conflict with or nullify the rights granted to SAP under these Additional Terms.

(2)License to Edge Idea Response. SAP grants You, under SAP’s intellectual property rights and those rights licensed to SAP, a limited, revocable, world-wide, fully-paid up and royalty free license to use Edge Idea Responses without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to You or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Content, and all rights therein; to make, have made, offer to sell, sell, lease, or otherwise distribute any Content or product; and to practice any method, embodying such Content. Pursuant to Section 12 (Exclusion of Warranties), SAP makes no representations that licenses granted hereunder are free from defects in title.

 

For Innovators

Summary: You give SAP the right to use your Edge Idea Responses. SAP gives you the right to use Edge Ideas for the purpose of creating an Edge Idea Response.

Any information You upload, including information, data, code, ideas, or know-how contained in problem statements, proposals, and other Edge Idea Responses uploaded to the Website shall be considered ‘Content’ under the SCN Terms of Use.

(1)License to SAP. As provided in the SCN Terms of Use, You grant to SAP a perpetual, irrevocable, non-exclusive, world-wide, fully-paid up and royalty free license to use such Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to You or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Content, and all rights therein; to make, have made, offer to sell, sell, lease, or otherwise distribute any Content or product; and to practice any method, embodying such Content (including the right to sublicense any of the foregoing). You further represent and warrant to SAP that You have the right, title, and/or authority to grant such license to SAP and You indemnify SAP, pursuant to Section 11 (Indemnity) hereof, for any breach of this representation.. You agree not to make any contract which would conflict with or nullify the rights granted to SAP under these Additional Terms.

(2)License to Edge Idea Descriptions. SAP grants You, under SAP’s intellectual property rights, a limited, revocable, world-wide, fully-paid up and royalty free license to use, reproduce, prepare derivative works of, combine with other works, alter, translate, distribute copies, display, and perform Edge Ideas solely for the purpose of creating Edge Idea Responses, fulfilling contractual obligations to a Customer, or otherwise exchanging information with a Customer in relation to Your interactions on the Website. Pursuant to Section 12 (Exclusion of Warranties), SAP makes no representations that licenses granted hereunder are free from defects in title.

 

8. OWNERSHIP OF THE SOLUTION

Summary: This Website is just for exchanging initial ideas and not for the delivery of any Solutions. After the Customer selects an Edge Idea, the parties should make their own arrangements – including their own contracts – for any payment, delivery or licensing of a Solution. SAP has provided a sample form of such an additional contract for your convenience only. Nothing in these terms is a commitment and nothing prevents either party from creating similar or competitive services.

This website is intended to provide a platform for an exchange of preliminary project materials; it is not intended for the delivery of a final Solution. These Additional Terms are not intended to govern Solutions delivered outside of the Website. Ownership and rights related to any final Solution delivered outside of the Website shall be determined by the Customer and Innovator in a manner chosen by the parties.

For your convenience, SAP has provided a form test license/non-disclosure agreement ("Sample"). The Sample is a form for your consideration, and by providing the Sample SAP is neither offering nor creating an attorney-client relationship with You. SAP is not offering legal advice to You or any Customer. The Sample is not a substitute for the advice of an attorney or law firm. Before using the Sample, You should consult a licensed attorney in your area. SAP does not provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, or strategies. The Agreement is provided “as is” based on common tenets of US law and SAP makes no guarantees or warranties regarding the enforceability of the Agreement.

Nothing in these Additional Terms requires any party to disclose any particular Content, Edge Idea, Edge Idea Response, Solution, or other information to any other party and any disclosure is entirely voluntary and is not intended to be construed as: (a) creating a commitment as to any product or service, including the development or functionality of any product; (b) soliciting any business or incurring any obligation not specified herein; or (c) prohibiting any party from associating themselves with any other third party, including competitors of the other party for purposes substantially similar to those involved herein. Nothing in these Additional Terms shall prohibit or restrict any party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in any Content, Edge Idea, Edge Idea Response or Solution. You acknowledge and agree that SAP may already possess or have developed, or may in the future develop, products or services similar to or competitive with those of Your Content, Edge Idea, Edge Idea Response or Solution.

 

9. CONTESTS AND FUNDING

Summary: SAP may sometimes provide funding for Edge Idea Responses to some eligible Innovators. If SAP hosts a Contest on this platform, it will be subject to additional rules and requirements that may differ from these Terms.

In some cases, SAP may provide Innovators the ability to apply for funding to create Edge Idea Responses to a certain Edge Idea. In such cases, SAP may choose, at its sole discretion, any Innovator or no Innovator to receive funding. To receive funding, an Innovator must meet all applicable eligibility requirements set out by SAP and comply with all obligations required by SAP, including signing additional agreements. Posting a response to an Edge Idea which offers Innovators the ability to apply for funding will not entitle an Innovator to any funding. The funding award will be paid, if at all, in SAP’s sole discretion.

In some cases, SAP may host contests which are open to various segments of the public (“Contests”). These Contests are subject to separate rules and requirements (“Contest Rules), as well as separate eligibility requirements and separate licensing terms. You agree that if You respond to any such Contest, you will be bound by and abide by the Contest Rules identified therein.

 

10. RELEASE

Summary: You release SAP from liability associated with your use of the Website or interactions with other users.

Because SAP is not involved in transactions between Customers and Innovators or other participants, You hereby release SAP, its affiliates, and their respective officers, directors, employees, agents and representatives from any and all claims, demands and damages (actual, consequential or otherwise) of every kind and nature, known or unknown, whether or not anticipated or disclosed, arising out of or in any way connected with any dispute between one or more Customers, Innovators or other users of the Website.

You expressly acknowledge that this release is intended to include all claims related to any dispute arising out of or in any way connected with the Website, including claims which You do not know or suspect to exist against SAP in Your favor, and that this release extinguishes all such claims. You further acknowledge that You are familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

You hereby waive and relinquish on behalf of Yourself, Your heirs, executors, administrators and assign any rights and benefits that You may have under Section 1542 or any similar statute or common law principle of any jurisdiction.



11. INDEMNITY

Summary: You agree to indemnify and hold SAP harmless.

You agree to indemnify and hold SAP, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or in connection with Your Content, Your usage of the Website, Your breach of these Additional Terms, SAP’s Copyright or Privacy Statements, or Your alleged violation of any other rights of a third party.

 

12. EXCLUSION OF WARRANTIES

Summary: All of the Website and its Content are provided ‘as is’ and SAP does not guarantee or warrant anything related to the Website or its Content.

This Website, Content, and any Services are being provided to You AS IS. To the fullest extent allowable by law, SAP does not guarantee or warrant any features or qualities of the Website, Content, or Services or give any undertaking with regard to any other quality. Statements and explanations to Website, Content or Services in promotional material or on the Website and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published SAP description of or advertisement except to the extent SAP has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of SAP’s management.

SAP makes no representations, guarantees or warranties that licenses granted under these Additional Terms are free from defects in title.

SAP does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any (i) links to web-pages of third parties contained on the Website, or the content obtainable on such web-pages or (ii) information provided by third parties on the Website. SAP will not control and/or review the linked web-pages and the information provided by third parties but reserves the right to remove the respective link and/or information. SAP shall not be liable for damages caused by the use of the content and/or information, unless such damages have been caused by SAPs willful misconduct, or gross negligence.

 

13. COMPLIANCE WITH LAW

Summary: You agree to comply with all laws and pay any taxes or complete any registrations that are required.

Taxes. You agree that it is Your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any request for, or provision of a Solution, or Your use of the Website, or otherwise in connection with any action, inaction or omission of You or any of affiliate of Yours, or any of Your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. YOU ALSO AGREE THAT SAP AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER TAXES APPLY AND ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.

Registrations. You agree that is Your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which You have requested or are performing Services ("Permits"). YOU ALSO AGREE THAT SAP AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.

 

14. APPLICABLE LAW

Summary: This Agreement is governed by California law.

This Website is created and controlled by SAP in the United States. The laws of the State of California will govern these Additional Terms without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

 

15. Changes and Notices

Summary: SAP may change these terms or its products, services or offerings at any time.

SAP reserves the right to make changes to these Additional Terms and to modify, change or discontinue any part or all of the Website at any time. SAP shall notify You of any changes to these Additional Terms when You visit the Website and require You to accept such changes before continuing. SAP may make changes to its products, service offerings and SAP Software at any time without notice.


Updated: Oct, 18th, 2013