SAP SE, together with its directly and indirectly wholly owned subsidiaries and affiliates (collectively, "SAP") created the Contributor License Agreement assistant (CLA assistant) website at https://cla-assistant.io ("Website") as a deployment of the CLA assistant open source tool ("Tool") which is available on GitHub at https://github.com/cla-assistant/cla-assistant.
2 ACCEPTANCE OF TERMS
3 CONDITIONS OF USE
Eligibility. On the condition that You comply with the terms and conditions of this TOU, and that You have current, valid and active account with GitHub (https://github.com/), SAP grants to You a personal, non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use the Website solely for the purpose of using the Tool with your GitHub projects. Your access and use of the Website is based on the authentication of Your account with GitHub. You agree that You will only use Your GitHub authentication credentials to access and use the Website.
Email Notifications. The Website provides functionality that enables You to setup email notifications that will be sent to the email address associated with Your GitHub account.
Dos and Don'ts. You must not use the Website to:
a. publish, upload, post, email, transmit or otherwise make available any Content (defined below) that (a) You do not have the right to make available; (b) involves / solicits money or financial data; (c) is unlawful, harmful, tortuous, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (d) infringes any Intellectual Property Rights (defined below) of any party; (e) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise; or (f) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;
b. defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity;
c. impersonate any person or entity, including, but not limited to, an SAP official, SAP employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
d. forge email headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website;
e. circumvent the user authentication or security of the Website or any host, network, or account related thereto;
f. interfere with or disrupt the Website, servers, or networks which support the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
g. violate any applicable local, state, national or international law and any regulations;
h. harvest, collect, or store personal information or data of other users;
i. provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or otherwise (other than a "bookmark" from a Web browser), to the Website, or any part thereof;
j. except for licenses provided to You as permitted in this TOU, allow any third party to use any user identification(s), code(s), password(s), and procedure(s) issued to, or selected by, You for access to the Website; or
k. publicly post personally identifying information to the Website (other than for registration purposes).
SAP is entitled (but not obligated) to monitor and enforce Your compliance with this TOU (including removing any non-complying Content).
4 YOUR CONTENT
By transmitting or uploading any Content (defined below) to the Website, You grant to SAP a perpetual, irrevocable, nonexclusive, worldwide, fully paid up and royalty free license to use such Content for purposes of operating and improving the Website and Tool and without any payment or other consideration of any kind, or permission or notification to You or any third party. As used herein, "Content" means any information, data, code, text, software, documentation, graphics, image, audio, video, photograph, message, rating, suggestions, feedback, recommendation, review, compliments, invitations, ideas, expression of ideas, other materials, or any posting.
5 NO SUPPORT BY SAP
SAP does not provide any support, training, maintenance, or related services for the Website whatsoever. SAP may, in its sole discretion, provide updates or answers to user queries.
6 YOUR FEEDBACK; SAP MAY CONTACT YOU
SAP is happy to receive Your suggestions, comments and feedback (collectively, "Feedback") respecting the Website, the Tool or other SAP products and services. By providing Feedback to SAP, You grant SAP a perpetual, irrevocable, nonexclusive, worldwide, fully paid up and royalty free, unlimited license to use such Feedback 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 includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein; to make, have made, offer to sell, sell, lease, or otherwise distribute any Feedback or product; and to practice any method, embodying such Feedback (including the right to sublicense any of the foregoing). To the extent permitted by applicable laws, You hereby waive any moral rights You may have in Feedback. You further represent and warrant to SAP that You have the right, title, and/or authority to grant such license to SAP.
SAP is not obligated to evaluate or provide any comments to You regarding Feedback You submit. At SAP's sole discretion, SAP may contact You with critiques, updates, feedback, replies, or questions regarding Your Feedback, including the status of SAP's evaluation of Your Feedback. In no event will any such contact or communication from SAP obligate SAP to adopt, use, post, provide a timeframe for evaluation, or even provide any additional communication regarding Your Feedback. Nothing in this TOU prohibits or restricts SAP's right to create or obtain other Feedback or submissions similar to or competitive with those submitted by You.
SAP may also send You service announcements and administrative messages related to the operation and administration of the Website and Tool.
7 CHANGE AND NOTICES
SAP reserves the right to make changes to this TOU and to modify, change or discontinue any part or all of the Website at any time. SAP will notify You of any changes to this TOU when You visit the Website and require You to accept such changes before continuing.
8 PRIVACY AND DATA PROTECTION
9 COPYRIGHT POLICY
The Website and Content accessed through the Website are the copyrighted works of SAP or its licensors. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders rights. You agree that You will not use the Website or Content accessed through the Website to infringe the Intellectual Property Rights (defined below) of SAP or others in any way. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of the Website or any Content accessed through the Website. As used herein, "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications 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.
10 RESPONSIBILITY FOR LINKS AND CONTENT
SAP IS ONLY RESPONSIBLE OR LIABLE FOR THE CONTENT ACCESSED THROUGH THE WEBSITE TO THE EXTENT REQUIRED BY THE GERMAN TELEMEDIA ACT (TELEMEDIENGESETZ, TMG) AND TO THE FULLEST EXTENT OF APPLICABLE LAW. YOUR USE OF CONTENT IS AT YOUR OWN RISK. The Website may contain links to external websites and information provided on such external websites by SAP partners and third-party service providers. SAP is not responsible for the Contents of any linked website, or any changes or updates to such websites. You further agree that SAP is not directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any Content, goods or services available on or through any such linked website. Any Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content.
11 INTELLECTUAL PROPERTY RIGHTS
Subject to any licenses You grant to SAP pursuant to this TOU, You retain ownership of all Intellectual Property Rights in and to the Content provided by You on the Website to the extent You are the owner or holder of the Intellectual Property Rights. Nothing in this TOU prohibits You from selling or licensing Your Content to any other party under a separate agreement, provided that, no such separate agreement may impact SAP's rights to such Content as set forth under Section 4 above or elsewhere in this TOU.
You acknowledge and agree that the Website may contain Content that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. All Intellectual Proprietary Rights to the Website and any SAP products belong to SAP. Nothing in this TOU is deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell the Website or any SAP products for any reason unless otherwise permitted by law. You agree to assign and do assign to SAP any modifications or derivative works of the Website or any SAP products made by You in contravention of this limitation.
12 TERM, TERMINATION AND ACCOUNTABILITY
This TOU is effective when You accept this TOU electronically by clicking "Accept" or "Agree" and remains effective unless terminated by either party. You may terminate this TOU at any time by deleting Your account. SAP may terminate this TOU for convenience at any time, without prior written notice to You.
If SAP believes that You have violated either this TOU, SAP may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of the Website. SAP may remove any Content posted on the Website at SAP's sole discretion. SAP is not liable to You or any third party for any termination or change to the Website. If You send or upload Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of the Website or any other user's computer system, SAP may report You to the relevant authorities to ensure You are held accountable to the fullest extent of applicable laws. Upon termination of this TOU, You must immediately cease use and access to the Website.
14 EXCLUSION OF WARRANTIES
THIS WEBSITE IS NOT INTENDED FOR PRODUCTIVE USE. Use of this Website is at your sole risk. The Website is 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, or give any undertaking with regard to any other quality. Statements and explanations to the Website 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 is 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 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 and does not permanently control and/or review the linked web-pages and the information provided by third parties but upon sufficiently proven indication will remove the respective link and/or information. SAP is not liable for damages caused by the use of the Content on the linked web-pages and/or information, unless such damages have been caused by SAPs willful misconduct, gross negligence or SAPs failure to fulfill its duty to review as stipulated herein.
15 LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SAP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO YOU OR ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE OR RELATED SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS DO NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY SAP AND IN CASE OF SAP'S STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.
16 COPYRIGHT DISPUTE POLICY
SAP respects the Intellectual Property Rights of others, and we ask our users to do the same. SAP may, in appropriate circumstances and at its discretion, terminate the access/accounts of users who infringe the Intellectual Property Rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or any other violation of your rights, please provide SAP's Copyright Agent the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed or material which otherwise violates your rights;
- a description of where the material that you claim is infringing/violating is located on the site;
- your address, telephone number, and e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
SAP's Copyright Agent for notice of claims of copyright infringement can be reached as follows:
Valentina A. Boyet
3999 West Chester Pike
Newtown Square, PA 19073 USA
Head of Trademark Affairs
Global Legal Department
69190 Walldorf, Germany
+49 6227 7-42570
17 APPLICABLE LAW
The Website is created and controlled by SAP in Germany. Therefore, the laws of Germany will govern this TOU 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.
18 WAIVER AND SEVERABILITY
The failure of SAP to exercise or enforce any right or provision of this TOU does not constitute a waiver of such right or provision. To the extent that any provision in this TOU is found to be unenforceable, such provision must be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU must not be affected thereby.
19 EXPORT CONTROL
You agree that Your use of the Website will be in compliance with all applicable export control laws and executive orders, including those of the United States and European Union. No software may be downloaded from the Website or otherwise exported or re-exported in violation of applicable export laws.
This TOU constitutes the complete and exclusive statement of the agreement between SAP and You related to the subject matter hereof, and supersedes all prior written and oral contracts, proposals and other communications between the parties relating to the subject matter. Oral agreements do not exist.
You may not assign or otherwise transfer any of its rights under this TOU without SAP's prior written consent.
If any provision of this TOU proves to be invalid, this will not affect any other provision of this TOU.
Last Updated: August 12, 2016
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