Terms and Conditions

Terms and Conditions for SAP Education USA

SAP Education North America

Printer friendly version

The following policies apply to all classroom, virtual classroom, on-site, and e-learning training services and products in the United States and Canada.



Cancellation, rescheduling and refund processes SAP classroom and virtual classroom cancellations and rescheduling:

SAP classroom and virtual classroom cancellations and rescheduling will only be processed by calling our registration department directly at +1-888-777-1727.

SAP will confirm all cancellations or rescheduling requests by fax or e-mail. If the customer does not receive a confirmation of cancellation or rescheduling within three (3) business days of the request, the customer should call +1-888-777-1727 to reconfirm. Financial responsibility remains with the customer for all class fees unless a proper cancellation or rescheduling request is received and confirmed by SAP prior to the start of the class.

If you are crossing the Canadian or U.S. border to attend a training class, be aware of the destination government's customs regulations and services. If you are refused entry, SAP will not be held responsible for your registration fees or your travel expenses, and the standard cancellation charges will apply.

The following classroom cancellation and rescheduling fee schedule applies:

Date of cancellation or rescheduling request (measured from the first day of the class) Applicable fees:
  * More than 11 business - days no charge
  * 4 - 10 business days - 50% of the total class fee
  * 3 or fewer business days - 100% of the total class fee


SAP on-site or private class cancellation and rescheduling:

SAP on-site classes can be cancelled or rescheduled by contacting the assigned Education Support Services representative.

The following on-site or private class cancellation and rescheduling fee schedule applies:

Date of cancellation or rescheduling request (measured from the first day of the class). Applicable fees:
* 15 or more business days - no charge
* 6 - 14 business days - 50% of the total class fee
* 5 or fewer business days - 75% of the total class fee


The total class fee for on-site or private classes is calculated based upon the projected total price for the class.


Payment of cancellation and rescheduling charges:

All cancellation and rescheduling fees will be charged to credit cards, SAP Preferred Cards, or approved purchase orders consistent with the payment method provided by the customer or student at the time of registering for or scheduling the training event. Cancellation charges will be applied to the SAP Preferred Card without premium.

If a student substitution and a switch in the credit card are requested, this change is subject to 6% of the total course fees as a processing charge.


Credit Policy

Feedback on SAP courses is very important to SAP. In the unlikely event a student is extremely dissatisfied with a course, please provide SAP with written notice (in a form other than the post course survey) of and details regarding such dissatisfaction, within ten (10) business days of completion of the applicable course. Please address correspondence to education.northamerica@sap.com. After receiving such notice, SAP may, in its sole discretion, determine if any remedy (such as a credit) is appropriate. SAP will not consider a possible remedy if such notice not received within the ten (10) business days set forth above.


Refunds

All refunds are handled on a case-by-case basis. Contact Central Registration at 1-888-777-1SAP, Option 1, or the Education Help Desk at 1-877-TRN-SAP1 to inquire about a refund.


Classroom facilities

Non-smoking facilities
All SAP facilities are non-smoking environments. Designated smoking areas are provided. If the non-smoking restrictions are violated, actions will be taken to correct the violation.

Classroom dress code
The dress code in all SAP classroom facilities is casual. For your comfort, it is advised that all facilities are air-conditioned. A light jacket or sweater may be useful.

Classroom configuration
The SAP standard configuration is to assign one student per PC.

Special access requirements
If you require special access during your education event, please notify SAP Education at least two weeks in advance of your scheduled event to allow us to assess your requirements.

Recording policy
SAP strictly prohibits the tape or digital recording and rebroadcast of audio or video of our education events.

Participant Responsibilities

SAP reserves the right to exclude participant from attending any Course due to disorderly conduct, failure to observe any of SAP's rules of participation or failure to attend the prerequisite class or classes for a particular Course. No refund of fees shall be paid to participant in such circumstances.

Participant shall ensure that all course attendees fulfil any and all of the course prerequisites as communicated by SAP. SAP reserves the right to exclude any participant who does not fulfil such prerequisites. No refund of fees shall be paid to participant in such circumstances.


Payment options, commercial terms, and business processes

Standard pricing

SAP adheres to standard published pricing for all scheduled training classes. All customers receive the same pricing for the same class.

Fee basis and taxes

All standard published classroom fees are on a per student basis. These fees include the price for instruction, a training manual, mid-day meal, refreshments, and other snacks.

Parking fees, if any, are not included in the classroom prices. The student will need to pay for these separately.

Taxes are not included in the published fee. Taxes will be applied, including state and local taxes, provincial taxes, VAT, or any other taxes as appropriate and due for these types of services or products.

Payment options

SAP offers several payment options. The payment method must be established at the time of registration or scheduling the class. You may pay for the class fees using one of the following options:

- Credit card (Visa, MasterCard, and American Express),
- Prepayment via cleared bank check, money order, or wire transfer. Wire transfer instructions will be provided upon request.
- Properly executed and approved customer purchase order
- SAP Preferred Card

If you are using a purchase order (PO) as the payment method, we require the purchase order number at the time of registration or scheduling for the class. Hard copies of the PO should be faxed or mailed to SAP to arrive no later than 10 business days before the start date of the classroom class or your registration will be subject to cancellation. For on-site or private classes, hard copies of the PO should be faxed or mailed to SAP to arrive no later than 14 business days prior to the start date. The SAP Education fax number is +1 610-661-1660.

For training classes in the United States or Canada, please create your PO for SAP America in U.S. dollars and email it to: education.northamerica@sap.com 

SAP America Federal Tax ID. #36-3556041 

For training classes in the United States, please create your PO for SAP America in U.S. dollars and mail it to the following address:SAP AmericaAttn: Education Training and Billing3999 West Chester PikeNewtown Square, PA 19073 

For training classes in Canada, please create your PO for SAP Canada in Canadian dollars and mail it to the following address:SAP CanadaAttn: Education Training Billing600-4120 Yonge StreetToronto , ON M2P 2B8

Payment requirements for independent consultants and customers outside of North America

All independent consultants and customers from countries other than Canada or U.S.A. must prepay for their class(es) at the time of registration. Credit cards, money orders and wires transfers are the only accepted forms of payment.

Confirmation of enrollment or on-site/private class scheduling

For SAP classroom classes and e-learning, each student or customer representative will receive a confirmation of enrollment via e-mail. If you do not receive your confirmation, contact SAP at +1-888-777-1727.

For SAP on-site or private classes, the customer representative will receive an acknowledgement of the request via e-mail. Progress e-mails will be provided as we proceed with the logistics necessary to implement the on-site or private class. Your Education Support Services representative will be your point of contact with SAP Education.

SAP Education online e-learning products commercial and/or legal terms and conditions for distribution

Commercial Terms:

By submitting an order for SAP Education online e-learning products (Online Products), you are confirming your agreement and acceptance of the following terms and conditions.

Once the order for Online Products is received, there are no refunds or cancellation. All sales are final.

A confirmation of your order will be provided to the contact identified in the order form, or to the registrant for online or telephone registration.

Once access is established, an access notification will be provided to the contact identified in the order form or the registrant via fax or e-mail.

If you have any difficulties with the access, follow the instructions contained in the access notice. Refer to the acceptable payment terms listed in the Training Policies under Payment Options. For purchase order customers where applicable, the terms are Net 14 days from the date of the invoice. Access to the Online Products will be provided approximately 14 days following the receipt of full payment. Access duration will be six (6) months from the date the original access is established.

General Terms and Conditions:

The following general terms and conditions apply for orders from the Customer and shall apply exclusively to the current version of the Online Product at the time of order. The Customer assents to these terms and conditions by using the products licensed hereunder.

1. Definitions

- Customer" means the entity whose employees or contractors are licensed to access the Online Products hereunder.
- "Online Products" means any e-learning or other information covering SAP solutions provided under this license. For example, SAP Education e-learning courses, learning maps, SAP library documentation, installation guides, implementation guides, release notes, scheduled workshops, e-learning units, self tests, or other sources.
- "Online Products Registrant" mean employees of the Customer who are licensed under these terms and conditions for Online Products.
- "SAP Software" means the SAP software products licensed to customers by SAP.
- "SAP" means SAP America, Inc. or SAP AG.

2. Download and access

Access to Online Products is only available online via an Internet connection. Online Product participants must have an appropriate user ID to gain access, and all names must be provided to SAP as needed.

Delivery shall be considered to be complete when SAP provides the Customer confirmation of access by fax or e-mail ("Delivery"). The quoted net license fees or prices do not include customs duties, taxes, cost of warehousing, or any other official import charges.

The Customer shall check the Online Products for completeness and notify SAP immediately in the event the Online Product is incomplete.

If the Customer experiences difficulty in accessing the Online Product, all support services are provided as stated in the access notification documentation.

Customer acknowledges that Customer requires Internet access. Certain Online Products, not all, may provide a restricted download capability. As soon as the Customer opens the file through the Customer's PC, the copy protection key is validated through the Internet, and Customer can access the Online Products. Customer acknowledges that once the key is validated, the file cannot be copied to another PC.

3. Intellectual property

Every person using Online Products Material or SAP Software must be licensed under these terms and conditions for accessing, downloading, or using the Online Products or SAP Software. Employees and others who have access to the Online Products or SAP Software must be informed of SAP's copyright and rights of authorship and their duty to conform to the copyright laws. Customer shall carefully safeguard the Online products that have been made available to the Customer or Online Products Registrants, to prevent their misuse. Customer is permitted to use the Online Products and SAP Software only for its own internal training purposes and only for those who have licensed the Online Products. The SAP Software and Online Products are confidential and proprietary information of SAP and customer agrees not to disclose this information to any third party or use such information except as expressly permitted herein.

Customer acknowledges that SAP shall be entitled to seek injunctive relief for any breach of this agreement by Customer from which irreparable harm would ensue.

Customer acknowledges that it is illegal and a violation of this license agreement to copy or distribute Online Products, SAP Software download/online products, links, S-Users, or passwords among non-licensed persons.

In the event Customer breaches any provision of this agreement and fails to cure such breach within ten (10) days after receipt of written notice from SAP, SAP shall have the right to immediately terminate this agreement and Customer's license to use the products licensed hereunder. Upon any such termination, Customer shall immediately cease use of such products, delete and destroy any tangible or electronic embodiments of such information in its possession, and certify in writing to SAP that the foregoing has been completed.

4. Return orders

Customer shall have no right to return documentation provided for view or downloading.

5. Updating and support of content

SAP reserves the right to change the Online Products from time to time due to obsolescence or to correct known issues with the product. The Online Products may be updated with new products or new solution releases. The Customer's license is provided for the Online Product in effect at the time of order placement. The Customer is not entitled to any future product releases but can elect to repurchase the new product for an additional fee.

Support is available as per the access confirmation in the event an Online Products Participant is having difficulty with accessing the content only, but not for questions about the SAP Software or other consulting/training type advice. Coaching, training, or ask-the-expert type support on SAP solutions or solution releases is available separately from SAP and may be offered for an additional fee.

The Online Products do not include access to development or sandbox systems.

6. Reservation of title

Delivered SAP Software and Online Products remain the property of SAP and all title to the SAP Software and Online Products content remain with SAP. Customer only receives a license to use the Online Products pursuant to the terms hereof.

7. Defects, warranty, and liability

SAP does not warrant the accuracy or completeness of Online Products, any links or the information, text, graphics, links, or other items contained within Online Products available through access. SAP AND ITS LICENSORS DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

SAP assumes no responsibility for errors or omissions in the Online Products. It is the Customer's duty to verify such information.

SAP SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR OTHER FINANCIAL LOSS, THAT MAY RESULT FROM THE USE OF THE ONLINE PRODUCTS. IN NO EVENT SHALL SAP'S LIABILITY TO CUSTOMER OR ANY OTHER PARTY EXCEED, IN THE AGGREGATE, THE FEES PAID FOR THE USE OF THE ONLINE PRODUCTS. Where SAP's liability is excluded or limited, this also applies to the personal liability of SAP's employees, representatives, and people performing duties on SAP's behalf.

With respect to material defects in the Online Products, and as Customer's sole remedy for any material defect in the Online Products, SAP in its sole judgment, may decide to eliminate such material defects or make a replacement delivery or, by indicating a reasonably acceptable way to avoid the impact of such material defect.

All claims against SAP are barred after a period of one year from the date the claim arose.

8. Data protection, privacy

SAP uses secure technologies to protect Customers' personal data. The Customer agrees to the collection, processing, and use of its personal data to the extent necessary for processing the order. SAP may use Customers' postal and e-mail addresses for promotions (for example, invitations to events, product news, and registration in SAP's customer database).

However, SAP uses opt-in procedures for its promotions where the receiver expressly agrees in advance to receive information. In any case, SAP allows the recipient to opt out of a mailing list at any time.

9. Applicable law and place of jurisdiction

The applicable law and place of jurisdiction stated in the SAP and Customer's end-user license agreement shall govern. In the event no license agreement exists, the country location of the SAP office providing this license shall be the applicable law and place of jurisdiction.

10. Entire Agreement

These general terms and conditions, along with any payment terms and license term contained in an order form for the Online Products Materials, constitute SAP's and Customer's entire and complete agreement concerning the subject matter hereof.

Disclaimer

SAP Education reserves the right to cancel, and/or reschedule any published scheduled class. The customers or student's sole remedy shall be the refund of prepaid course fees. SAP is not responsible for airfare, lodging, or other related expenses including any airline penalties incurred. Under no circumstances shall SAP be liable for any direct, or indirect, consequential, or special damages. SAP SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM ERRORS OR OMISSIONS IN THE TRAINING MATERIALS NOR SHALL SAP BE LIABLE FOR ANY DAMAGES RESULTING FROM THE USE OF THE TRAINING MATERIALS OR OTHER INFORMATION CONVEYED AT AN SAP COURSE.

Hotel reservations

Students and other course participants must make their own arrangements for accommodations. A list of hotels is provided for most locations.

This information is provided for your convenience. Please be advised that SAP does not control, promote, endorse, or assume any liability of any kind for or relating to any aspect of the services provided by these hotels, including, without limitation, their shuttle bus or other transportation services or the acts or omissions of their officers, employees, contractors, or other agents. Any use of the hotel services including, without limitation, their shuttle bus or other transportation is a personal decision and solely between you and the hotel or transportation provider.

Special accreditations

National Association of the State Board of Accountancy (NASBA)

CPE credits are offered for courses that conform to NASBA guidelines.

If CPE credits are requested for an on-site class, the request must be submitted to your Education Support Services Group representative prior to the delivery of the class. This is necessary so that SAP Education can confirm that all appropriate NASBA requirements are satisfied at the time of delivery. Any CPE credit requests after the delivery cannot be honored. For complaints or issues relating to the application of CPE credits, please contact Central Registration at +1-888-777-1SAP, option 1, or the Education Help Desk at +1-877-TRN-SAP1.

Please note: CPE credits are available only for publicly scheduled courses delivered at SAP locations and our authorized partner locations. CPE credits are not available for our Virtual Live Classroom (VLC) deliveries or E-Learning/On-line Training.

To receive a CPE Completion Certificate please email education.northamerica@sap.com with: Name, Email, S#, Course Code and Title, Dates, Course Location.  (SAP NASBA Sponsor ID#: 103835)

E-LEARNING ACCESS POLICY

Intellectual property

Every person using E-Learning Products or SAP Software must be licensed under these terms and conditions for accessing, downloading, or using the E-Learning Products or SAP Software. Employees and others who have access to the E-Learning Products or SAP Software must be informed of SAP's copyright and rights of authorship and their duty to conform to the copyright laws. Customer shall carefully safeguard the E-Learning Products that have been made available to the Customer or Registrants, to prevent their misuse. Customer is permitted to use the E-Learning Products and SAP Software only for its own internal training purposes and only for those who have licensed the E-Learning Products. The SAP Software and E-Learning Products are confidential and proprietary information of SAP and customer agrees not to disclose this information to any third party or use such information except as expressly permitted herein.

Customer acknowledges that SAP shall be entitled to seek injunctive relief for any breach of this agreement by Customer from which irreparable harm would ensue.

Customer acknowledges that it is illegal and a violation of this license agreement to copy or distribute E-Learning Products, SAP Software download/online products, links, S-Users, or passwords among non-licensed persons.

In the event Customer breaches any provision of this agreement and fails to cure such breach within ten (10) days after receipt of written notice from SAP, SAP shall have the right to immediately terminate this agreement and Customer's license to use the products licensed hereunder. Upon any such termination, Customer shall immediately cease use of such products, delete and destroy any tangible or electronic embodiments of such information in its possession, and certify in writing to SAP that the foregoing has been completed.

Consumption of E-Learning and OKP Titles

For the E-Learning and OKP titles listed in the Subscription Sale E-Learning Products Ordered section the customer is responsible for identifying or assigning employees to each E-Learning title purchased on this Subscription contract. Once the assigned employee registers for the course the E-Learning or OKP title may not reassigned to or used by another customer employee.

Consumption of E-Learning through Bulk Access Code

By confirming registration to E-Learning products through the use of a bulk access code, the Customer represents and warrants that it has ensured with all persons or employees accessing the E-Learning products through the use of a bulk access code, e.g. by having obtained necessary consents, that their access activities and history may be stored by SAP and provided to Customer as contemplated herein. Which means that customer before having procured said consent - has informed the respective persons or employees that their E-Learning access activities and history may be included in reports which can be run by those persons or employees of customer who have been nominated as access code administrators for the customer. E-Learning access information in the reports will be confined to the aforementioned company access code administrator and will not be shared with any other party. Access code reporting will only include user information linked to the access code, and will not include any user access information related to personal education or purchases made outside the terms of the access code(s).

Site License Download Grant and Access

E-learning products licensed via the site license will be delivered via secure electronic download.   Information on accessing the E-learning products for download will be sent via e-mail to the Ship (Deliver) To Contact Name designated on the E-Learning order form.§  SAP will enable the customer to perform the electronic download for a period of 30 days from the date the e-mail notification is sent.§  Upon downloading the files it is the Customer’s responsibility to maintain backup copies of the files for future use by their organization.§  If there are difficulties in the download, the Customer must notify SAP immediately so corrective actions can be taken.§  Delivery shall be considered to be complete when SAP provides the Customer access instructions for the secure electronic download. 

Site License Grant

SAP grants to the Customer a site license to use the E-learning products for the intended purpose for internal use only as detailed below.  The Customer has no rights beyond those stated and contained in this Order Form agreement. Customer may not assign, delegate, pledge, or otherwise transfer the E-learning product, or any of its rights or obligations under this Order Form agreement to any third party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation.

Customer Use of Third-Parties to Host Site Licenses

The Customer may contract with a Third-Party to provide the technical infrastructure necessary to make the E-learning products licensed available internally.  In doing so the customer is responsible to ensure the Third Party safeguards the E-Learning products in a manner consistent with the requirements outlined in these Terms and Conditions.

Promotional Terms and Conditions

SAP Education Curriculum products commercial and/or legal terms and conditions for distribution:


Commercial Terms:
By submitting an order for SAP Education Curriculum products, you are confirming your agreement and acceptance of the following terms and conditions.
Once the order for Curriculum Products has been processed there are no refunds, cancellations or replacements of the confirmed student. All sales are final.
Replacement of the confirmed student is not permitted for any portion of the curriculum elements including but not limited to: elearning, virtual, classroom and exams.
A confirmation of the order will be provided to the registrant and identified purchaser.
If you have any difficulties with the access, follow the instructions contained in the confirmation letter.
Refer to the acceptable payment terms listed in the Training Policies under Payment Options.

Learning Hub:

SAP Learning Hub

General Terms and Conditions 

 1.     Definitions

  1.1.    “Agreement” means these terms and conditions and any Educational Order Form referencing these terms and conditions.   All such components are integral to the agreement, and collectively are referred to herein as the “Agreement”

  1.2.    "Confidential Information" means, with respect to SAP, all information which SAP protects against unrestricted disclosure to others, including but not limited to: (a) the Learning Hub Products and Documentation and other SAP Materials, including without limitation the following information regarding the Learning Hub Products: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Learning Hub Products; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Learning Hub Products; (b) the research and development or investigations of SAP; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to SAP subject to an applicable confidentiality obligation to such third party).  With respect to Licensee, “Confidential Information” means all information which Licensee protects against unrestricted disclosure to others and which (i) if in tangible form, Licensee clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in intangible form (including disclosure made orally or visually), Licensee identifies as confidential at the time of disclosure, summarizes the Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure.

  1.3.    "Licensee" means the entity whose employees or contractors are licensed to access the Learning Hub Products under this Agreement and the applicable Education Order Form.

  1.4.    "Documentation" means SAP's documentation which is delivered or made available to Licensee with the Learning Hub Products under this Agreement.

  1.5.    “Education Order Form” means the order form for the Learning Hub Products ordered by Licensee thereunder, including information on Learning Hub Products, fees, and other information necessary for the delivery of such items to Licensee.  The Education Order Form does not include fees for professional services, which shall be billed under separate statements of work in accord with a separate agreement.

  1.6.    “Learning Hub Products” shall mean any e-learning or other hosted information covering SAP solutions provided under this license, including but not limited to SAP Learning Hub, SAP Learning Hub Public Edition, SAP Learning Hub Business User Edition and SAP Live Access. For example, SAP Education e-learning courses, learning maps, SAP library documentation, installation guides, implementation guides, release notes, e-learning units, self tests, or other sources

  1.7.    “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

  1.8.    “Licensee Employees” shall mean employees of the Licensee who are licensed under these terms and conditions for Learning Hub Products.

  1.9.     “SAP" shall mean SAP America, Inc.

  1.10.   “SAP Materials” means any software, programs, tools, systems, data, or other materials made available by SAP to Licensee in the course of the performance under this Agreement including, but not limited to, the Learning Hub Products and Documentation, as well as any information, materials or feedback provided by Licensee to SAP relating to the Learning Hub Products and Documentation. 

 1.11.  "Territory" means the world except for those countries prohibited by United States’ export laws, and further subject to Section 6.5 of this Agreement.

2.     License GrantBy submitting an Education Order Form for the SAP Learning Hub Products, Licensee is confirming their agreement and acceptance of the following terms and conditions:

  2.1.    General Terms and ConditionsSubject to Licensee’s compliance with all the terms and conditions of this Agreement, SAP grants to Licensee a non-exclusive, non-transferrable limited term license to use the Learning Hub Products within the Territory to provide internal training to Licensee Employees.  Licensee has no rights beyond those stated and contained in this Agreement.  Licensee may not assign, delegate, pledge, or otherwise transfer the Learning Hub Products or any of its rights or obligations under this Agreement to any third party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation.  SAP shall provide hosted access for the number of users set forth in the Education Order Form to the Learning Hub Products, pursuant to the terms and conditions contained herein.

  2.1.1.   AccessLicensee will receive the number of access accounts specified in the applicable Education Order Form which will be maintained and distributed to the Licensee’s employee population. Learning Hub Product access will be provided for 12 months from the date of Delivery as defined below, except for SAP Live Access which shall be provided for the stated number of hours outlined under the applicable Order Form.  Once access is provided to the Learning Hub Products, there will be no transfers or substitutions.  Normal SAP Education policies apply as listed on the SAP Education website www.sap.com/useducation.Access to the Learning Hub Products is only available online via an Internet connection. Learning Hub Products users must have an appropriate user ID to gain access, and all names must be provided to SAP as needed. Delivery shall be considered to be complete when SAP provides the Licensee confirmation of access by fax or e-mail ("Delivery"). The quoted net license fees or prices on the Education Order Form do not include customs duties, taxes, cost of warehousing, or any other official import charges. The Licensee shall check the Learning Hub Products for completeness and notify SAP immediately in the event the Learning Hub Products are incomplete. If the Licensee experiences difficulty in accessing the Learning Hub Products, all support services are provided as stated in the access notification documentation. Licensee acknowledges that Licensee requires Internet access.  Certain Learning Hub Products, not all, may provide a restricted download capability. As soon as the Licensee opens the file through the Licensee's PC, the copy protection key is validated through the Internet. Licensee acknowledges that once the key is validated, the file cannot be copied to another PC. Licensee shall ensure that any person or entity that accesses the services under Licensee’s account complies with the terms of this Agreement and Licensee shall be responsible for any breach by such person or entity as if it was Licensee’s own breach.

  2.1.2.   Licensee shall comply with the following Connectivity Requirements Minimum Connection speed: 128 kbps, DSL.  (We recommend at least 128k for high quality performance. While the Learning Hub Products will function even at dialup speeds, due to the multimedia nature of the materials, serious performance degradation may occur.)

  2.2.    Training MaterialsLearning Hub Products materials are intended solely for the use of the training of the individual user accessing the Learning Hub Products and may not be copied, distributed or used for any other purpose.  Licensee and Trainee agree not to disclose, transfer, or otherwise make available the Learning Hub Products or relating materials to any third parties.   3.     Confidentiality.

10.1.  Use of Confidential Information.  Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party : (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care.   Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.

10.2    Exceptions.  The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure,  was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.

10.3 Confidential Terms and Conditions; Publicity.  Licensee shall not disclose the terms and conditions of this Agreement or the pricing contained therein to any third party.  Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Licensee agrees that SAP may use Licensee's name in customer listings or, at times mutually agreeable to the parties, as part of SAP's marketing efforts (including without limitation reference calls and stories, press testimonials, site visits, SAPPHIRE participation).

  4.     Price, Payment and Delivery.

 4.1   Fees.  Licensee shall pay to SAP license fees for the Learning Hub Products on the terms in Education Order Forms hereto.   Fees for consulting services will be paid as set forth in the separate professional services agreement.    Any fees not paid when due shall accrue interest at the rate of 18% (eighteen percent) per annum, but not to exceed the maximum amount as allowed by law.     

4.2   Taxes.  Fees and other charges described in this Agreement do not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar transaction taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account.  Any applicable direct pay permits or valid tax-exempt certificates must be provided to SAP prior to the execution of this Agreement.  If SAP is required to pay Taxes, Licensee shall reimburse SAP for such amounts.  Licensee hereby agrees to indemnify SAP for any Taxes and related costs, interest and penalties paid or payable by SAP.

5.     Termination. 

5.1.    Termination.  This Agreement and the license granted hereunder shall terminate  upon the earliest to occur of the following:  (i) thirty days after Licensee gives SAP written notice of Licensee's direction to terminate this Agreement, for any reason, but only after payment of all license and SAP Support fees then due and owing; (ii) thirty days after SAP gives Licensee notice of Licensee's material breach of any provision of the Agreement (other than Licensee's breach of its obligations under Sections 2, 3 or 6.1, which breach shall result in immediate termination), including more than thirty days delinquency in Licensee's payment of any money due hereunder, unless Licensee has cured such breach during such thirty day period; (iii) immediately if Licensee files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.  For the avoidance of any doubt, termination of the Agreement shall strictly apply to all licenses under the Agreement, its appendices, schedules, addenda and order documents and any partial termination of the Agreement by Licensee shall not be permitted in respect of any part of the Agreement, its appendices, schedules, addenda, order documents. 

5.2   End of Term Duties.  Upon any termination hereunder, Licensee and its Licensee Employees shall immediately cease use of all SAP Materials and Confidential Information and Licensee’s access to Learning Hub Products will be terminated.  Within thirty (30) days after any termination, Licensee shall irretrievably destroy or upon SAP’s request deliver to SAP all copies of the SAP Materials and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period.  Licensee must certify to SAP in writing that it has satisfied its obligations under this Section 5.2.  Licensee data shall be deleted after termination of this Agreement, unless such termination is for breach of the Agreement by Licensee.  Licensee agrees to certify in writing to SAP that it and each of its Licensee Employees has performed the foregoing.  Sections 3, 4, 5.2, and 6 shall survive such termination. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee.  Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid.

6.     Miscellaneous

6.1.    Intellectual property Every person using Learning Hub Products must be licensed under these terms and conditions for accessing, downloading, or using the Learning Hub Products. Employees and others who have access to the Learning Hub Products must be informed of SAP's copyright and rights of authorship and their duty to conform to the copyright laws.  The Licensee shall carefully safeguard the Learning Hub Products that have been made available to the Licensee to prevent their misuse.  The Licensee is permitted to use the Learning Hub Products only for its own internal training purposes. The Learning Hub Products are confidential and Proprietary Information of SAP and the Licensee agrees not to disclose this information to any third party or use such information except as expressly permitted herein.      

The Licensee acknowledges that SAP shall be entitled to seek injunctive relief for any breach of this Agreement by Licensee from which irreparable harm would ensue. The Licensee acknowledges that it is illegal and a violation of this Agreement to copy or distribute the Learning Hub Products, SAP download/online products, links, S-Users, or passwords among non-licensed persons.

In the event the Licensee breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice from SAP, SAP shall have the right to immediately terminate this Agreement and Licensee's license to use the Learning Hub Products licensed hereunder. Upon any such termination, Licensee shall immediately cease use of such products, delete and destroy any tangible or electronic embodiments of such information in its possession, and certify in writing to SAP that the foregoing has been completed. SAP owns all intellectual property rights in the Learning Hub Products, SAP Confidential Information, services, course content and materials provided by SAP under this Agreement. Licensee is granted a limited right to use the Learning Hub Products and services and materials, and any rights not expressly granted to Licensee in this agreement are reserved by SAP.  Licensee is not permitted to make any derivative works of the services or training materials provided under this Agreement.  The services and training materials are SAP Confidential Information.

 6.2.    Defects, Warranty and Liability SAP does not warrant the accuracy or completeness of the Learning Hub Products, any links or the information, text, graphics, links, or other items contained within the Learning Hub Products or the SAP hosted site. SAP AND ITS LICENSORS DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. SAP assumes no responsibility for errors or omissions in the Learning Hub Products. It is the Licensee's duty to verify such information.    SAP SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR OTHER FINANCIAL LOSS, THAT MAY RESULT FROM THE USE OF THE Learning Hub Products, SERVICES, SAP MATERIALS,  sap CONFIDENTIAL INFORMATION OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT OR RELATING EDUCATION ORDER FORM. IN NO EVENT SHALL SAP'S LIABILITY TO LICENSEE OR ANY OTHER PARTY EXCEED, IN THE AGGREGATE, THE NET FEES PAID FOR THE USE OF THE Learning Hub Products.  WHERE SAP'S LIABILITY IS EXCLUDED OR LIMITED, THIS ALSO APPLIES TO THE PERSONAL LIABILITY OF SAP'S EMPLOYEES, REPRESENTATIVES, AND PEOPLE PERFORMING SERVICES ON SAP'S BEHALF.

With respect to material defects in the Learning Hub Products, and as Licensee's sole remedy for any material defect in the Learning Hub Products, SAP in its sole judgment, may decide to eliminate such material defects or make a replacement delivery or, by indicating a reasonably acceptable way to avoid the impact of such material defect.  

All claims against SAP are barred after a period of one year from the date the claim arose.  Licensee shall indemnify, defend and hold SAP, its affiliates and licensors, and each of their respective employees, officers, directors, agents and representatives, harmless from and against any damages, losses, costs and expenses, and amounts paid in settlement, arising from or related to a claim by a third party resulting from Licensee’s breach of any term of this Agreement.

 6.3.    Data Protection and PrivacySAP uses secure technologies to protect Licensees' personal data. The Licensee agrees to the collection, processing, and use of its personal data to the extent necessary for processing the order. SAP may use Licensees' postal and e-mail addresses for promotions (for example, invitations to events, product news, and registration in SAP's Licensee database) and SAP may use the Learning Hub Product’s communication features to provide information to the Learning Hub Product users.

However, SAP uses opt-in procedures for its promotions where the receiver expressly agrees in advance to receive information. In any case, SAP allows the recipient to opt out of a mailing list at any time.

6.4.    Applicable Law and Place of JurisdictionThis Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of Commonwealth of Pennsylvania without reference to its conflicts of law principles.  In the event of any conflicts between foreign law, rules, and regulations, and United States  law, rules, and regulations, United States  law, rules, and regulations shall prevail and govern.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  The Uniform Computer Information Transactions Act as enacted shall not apply. 

6.5.    Export control The Learning Hub Products are being released or transferred to Licensee in the United States and are therefore subject to the U.S. export control laws.  Licensee acknowledges its obligation to ensure that its exports from the United States are in compliance with the U.S. export control laws.  Licensee shall also be responsible for complying with all applicable governmental regulations of any foreign countries with respect to the use of the Learning Hub Products by its subsidiaries outside of the United States.  Licensee agrees that it will not submit the Learning Hub Products to any government agency for licensing consideration or other regulatory approval without the prior written consent of SAP.          

6.6                   Verification.  SAP shall be permitted to audit (at least once annually and in accordance with SAP standard procedures, which may include on-site and/or remote audit) the usage of the SAP Confidential Information and Learning Hub Products.  Licensee shall cooperate reasonably in the conduct of such audits.  In the event an audit reveals that (i) Licensee underpaid license fees to SAP and/or (ii) that Licensee has Used the Learning Hub Products in excess of the license quantities or levels stated in the Education Order Form, Licensee shall pay such underpaid fees and/or for such excess usage based on SAP List of Prices and Conditions Software and Support governing use in effect at the time of the audit, and shall execute an additional Education Order Form in accordance with the terms of this Agreement to affect the required licensing of any additional quantities or levels.  Reasonable costs of SAP’s audit shall be paid by Licensee if the audit results indicate usage in excess of the licensed quantities or levels.  SAP reserves all rights at law and equity with respect to both Licensee’s underpayment of fees and usage in excess of the license quantities or levels.

 6.6.    TaxesThe stated Net Fixed Fee does not include customs duties, taxes, cost of warehousing, or any other official import charges.

 6.7    Reservation of title
 Delivered Learning Hub Products and relating materials remain the property of SAP and all title to the Learning Hub Products remain with SAP.  The SAP Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of SAP, SAP AG (the parent company of SAP) or its or their licensors, subject to any rights expressly granted to Licensee in Section 2.  Licensee is not permitted to modify or otherwise make derivative works of the Learning Hub Products.  Any such unauthorized works developed by Licensee, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of SAP or SAP AG. 

6.8       Support Support is available as per the access confirmation in the event Licensee is having difficulty with accessing the content only.

Questions about the Learning Hub Products or other material/training type advice are not supported. Coaching, training, or ask-the-expert type support on Learning Hub Products or solution releases is available separately from SAP and may be offered for an additional fee.

The Learning Hub Products do not include access to development or sandbox systems.  Licensee acknowledges that maintenance support is not provided by SAP for the Learning Hub Products licensed herein.

 6.9       Return orders
Licensee shall have no right to return documentation provided for view or downloading.

6.10    Content updates
SAP reserves the right to change the Learning Hub Products from time to time to correct known issues with the product.  However, Licensee is not entitled to any future content updates with new content or new software releases.

6.11   Force Majeure.  Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

6.12     Entire agreementThese general terms and conditions, along with any payment terms and license term contained in the applicable Education Order Form for the Learning Hub Products, constitute SAP's and Licensee's entire and complete agreement concerning the subject matter hereof.

 

Last updated on 21 Apr 2014.