Preview of our top selling End User License Agreement
SAP Korea / Hyundai - End User License Agreement
SAP KOREA
R/3 SOFTWARE END-USER VALUE LICENSE AGREEMENT
THIS R/3 SOFTWARE END-USER VALUE LICENSE AGREEMENT, together with all Exhibits and Appendices hereto (hereinafter referred to as "Agreement") is made effective between SAP Korea Ltd. (hereinafter referred to as "SAP") and Hyundai Information Technology Co
.
, Ltd. (hereinafter referred to as "Licensee") in regard to a license to Use (as defined herein) the R/3 Software (as defined herein) upon the terms and conditions hereinafter set forth. The effective date of the Agreement and the official name of License
e are stated in the last page of the Agreement.
WHEREAS, SAP and Licensee have concluded a SAP Korea R/3 Software End-User Value License Agreement signed on 30 June 1996 (hereinafter referred to as "End-User Agreement").
WHEREAS, SAP sent Licensee a letter titled "ADDITIONAL MATTERS AS TO SAP KOREA R/3 SOFTWARE END-USER VALUE LICENSE AGREEMENT" dated 7 October 1996 (hereinafter referred to as "Letter").
WHEREAS, both SAP and Licensee desire to conclude the Agreement to supersede the terms and conditions of the End-User Agreement and the Letter into the Agreement so that both parties hereto can improve and expand the business relations between them.
WHEREAS, SAP and Licensee agree that Licensee is the only counter-party herein for the Agreement with SAP for any companies within the Hyundai Group as set out in Exhibit B.
NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, SAP and Licensee agree as follows:
1. DEFINITIONS.
1.1. "ABAP/4 Development Workbench Users" mean
s those individuals, who by password allocation, are authorized to log on to the Software to use the ABAP/4 Development Workbench tools to create Modifications and Extensions to the Software and in-house developments. Such Users may also be referred to as
"D/W Users". Each D/W User must also be licensed as a Basis/Workflow User.
1.2. "Affiliate" means a corporation located in the Territory controlling, controlled by or under common control with Licensee. For purposes of this definition, "control" means the
power to direct the management or policies of an entity, directly or indirectly, through the ownership of securities. "Controlling" and "controlled" have corresponding meanings. Any such corporation shall be considered an Affiliate for only such time as
such relationship continues to exist. Affiliates shall mean the companies in the Hyundai Group as set out in Exhibit B and their future successors.
1.3. "Application Database" means an integrated set of files used with the Software which contain data and
information for supporting the business operations of Licensee and its authorized Affiliates, including master data and associated transaction detail, system tables, and internal control information. An Application Database shall not contain more than on
e Third Party Database management system.
1.4. "Application Server" means each individual server connected to each Designated Unit into which the Software is downloaded from such Designated Unit for presentation to a computer terminal or workstation.
1.5.
"Basis/Workflow Users" means those individuals, who by password allocation, are authorized to log on to the Software solely for the purpose of executing the following transactions (i) e-mail; (ii) calendar functions; (iii) entering travel arrangements an
d
expenses; (iv) document management including optical archiving; (v) workflow organizational management (vi) monitoring and administration of the Software; (vii) creating IDocs; (viii) entry and approval of vacation applications; (ix) initializing workflo
ws; and (x) in the event Human Resources functionality is licensed, all transactions contained in such Human Resources functionality.
1.6. "Correction Level" means an update to, correction of, or further developmental work in the Software as between Versions and is identified by the letter following the Version identifier (e.g., 2.1A).
1.7. "Designated Site" means those facilities of Licensee or of Affiliate(s) located in the Territory in which one or more Designated Units are located and which are identified in Appendices to this Agreement.
1.8. "Designated Unit" means each individual
computer located at a Designated Site in which the Software and the Third Party Database are installed. Each Designated Unit must be approved by SAP as compatible with the Software and the Third Party Database and must be identified as specified in Append
ices hereto.
1.9. "Documentation" means SAP's standard documentation, in human or machine-readable format in any medium, which is delivered to Licensee under this Agreement including SAP's standard manuals, program listings, data models, flow charts, logic
diagrams, input and output forms, functional specifications and instructions, and complete or partial copies of the foregoing.
1.10. "Extension" means an addition to the Software which does not require a Modification.
1.11. "Information Users" means tho
se individuals, who by password allocation, are authorized to log on to the Software solely to "read only" Software transactions for internal information purposes and are not authorized to input data, write data, or execute Software transactions. Each Inf
ormation User must also be licensed as a Basis/Workflow User.
1.12. "Korea" means the Republic of Korea.
1.13. "Modification" means a change to the Software which changes the source code.
1.14. "Multiple Utilization" means the installation of the So
ftware on more than one Designated Unit for Productive Use, or the setting up of more than one Application Database on one Designated Unit for Productive Use. Multiple Utilization of the Software may subject Licensee to payment of additional license fees.
1.15. "Named Users" means those individuals who by password allocation are authorized to log on to the Software and execute Software transactions. Named Users may also be referred to as "Operational Users". Each Named User must also be licensed as a Basis
/Workflow User.
1.16. "Non-Productive Use" means Use of the Software solely for Licensee's or an authorized Affiliate's internal training or testing.
1.17. "Productive Use" means Use of the Software solely to operate Licensee's or an authorized Affiliate's business, including Electronic Data Interchange transactions and developmental work.
1.18. "Program Concepts" means the concepts, techniques, ideas and know-how embodied and expressed in any computer programs or modules included in the Software, including the structure, sequence and organization of such programs or modules.
1.19. "Proprietary Information"
means: (i) with respect to SAP: the Software and the Documentation and any complete or partial copies thereof, the Program Concepts, SAP licensers' Third Party Database, any other third-party software licensed with or as part of the Software ("Other Third
Party Software"), benchmark results, and any other information identified or reasonably identifiable as confidential and proprietary information of SAP, SAP AG, or their licensers ("SAP Proprietary Information"); and (ii) with respect to Licensee: informa
tion identified or reasonably identifiable as the confidential and proprietary information of Licensee
("Licensee Proprietary Information"), provided that any part of the SAP or Licensee Proprietary information which: (a) is or becomes publicly available t
hrough no act or failure of the other party, or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party, or (c) becomes independently available to the other party as a m
atter of right shall be excluded.
1.20. "Release" means each issuance of the Software by SAP AG which incorporates SAP AGs most recent technological functionality and is identified by the numeral to the left of the decimal point (e.g., 2.0).
1.21. "Requis
ition and Confirmation Users" means those individuals, who by password allocation, are authorized to log on to the Software solely for the purpose of submitting purchase requisitions or entering order completion confirmations. Such Users may also be refer
red to as "R/C Users". Each R/C User must also be licensed as a Basis/Workflow User.
1.22. "SAP AG" means SAP Aktiengesellschaft, a German corporation, having offices located at Neurottstrasse 16, D-69190 Walldorf, Germany and the parent company of SAP.
1.23. "Single Utilization" means Productive Use and Non-Productive Use of the Software on one Designated Unit with one Application Database.
1.24. "Software" means: (i) all R/3 software specified in agreed upon Appendices hereto, in machine- or human-re
adable form, developed by or licensed to SAP AG and delivered to Licensee hereunder, (ii) any Releases, Versions, or Correction Levels of the Software as contemplated by this Agreement and (iii) any complete or partial copies or replacements of any of the
foregoing.
1.25. "Territory" means the country of Korea and any additional countries as agreed upon in advance in writing by the parties as set out in Exhibit A
1.26. "Third Party Database" means a third-party proprietary database described in Section 2.5.
1.27. "Use" means to load, execute, employ, utilize, store, or display the Software. Use is deemed to occur on the Designated Unit(s) where any of such processes occur and at any Application Server or computer terminal or workstation that initiates or
is activated by these processes.
1.28. "Users" means any combination of Named, Information, R/C, D/W or Basis/Workflow Users licensed under this Agreement. Each User must be separately licensed for Use in each functional block of the Software required and
for each Licensee company code of each Application Database for which access to the Software is required.
1.29. "Version" means each issuance of each Release of the Software developed by SAP AG which has incorporated further development work within the technology of that Release and is identified by the numeral to the right of the decimal point (e.g., 2.1).
2. LICENSE GRANT.
2.1. Right to Use.
(a) Subject to this Agreement SAP grants and Licensee accepts a non-exclusive, nontransferable license to Use the Software, the Documentation, the Third Party Database and other SAP Proprietary Information provided by SAP to Licensee for Productiv
e
and Non-Productive Uses. Licensee agrees that this license does not permit Licensee to: (i) Use the Software and the Third Party Database for a service bureau application; or (ii) sublicense, or otherwise transfer, assign, or rent the Software or the Thi
rd Party Database.
(b) Licensee agrees to install the Software and the Third Party Database only on Designated Unit(s) located at Designated Site(s) as agreed to by the parties in Appendices hereto. Licensee further agrees to Use the Software and t
he Third Party Database only in accordance
with the Documentation. Licensee may connect multiple Application Servers to each Designated Unit and connect a network of computer terminals and workstations to the Application Servers.
(c) Licensee
may transfer the Software and the Third Party Database from one Designated Unit to another at a licensed Designated Site upon prior written notice to SAP. The Software and the Third Party Database must be promptly deleted in its entirely from the Designa
ted Unit no longer in Use and from each archival and back-up copy for that Designated Unit.
(d) If Licensee is unable to Use the Software and the Third Party Database on a Designated Unit because of conditions beyond its control, Licensee may tempo
rarily install the Software and the Third Party Database on equivalent equipment located within the Territory until such condition is corrected; provided that (i) Licensee takes the same measures with respect to the temporary installation to prevent unlic
ensed access to and Use of the Software and the Third Party Database; and (ii) Licensee shall provide written notice to SAP within two business days of such installation.
(e) Licensee is licensed to install at the Designated Site no more than four
copies of the Software and the Third Party Database on Designated Unit(s) for Non-Productive Use. Designated Unit(s) utilized for Non-Productive Use of the Software and the Third Party Database must be of the same type as those used at the Designated Site
for Productive Use. Only one copy of the Software and one copy of the Third Party Database is licensed for Productive Use on each Designated Unit of the Designated Site, unless otherwise agreed upon in writing by SAP.
2.2. Use of Software by Affiliates. S
AP agrees that Affiliates may Use the Software, the Documentation, the Third Party Database and other SAP Proprietary Information; provided that prior to any Affiliate's Use of the Software, the Documentation, the Third Party Database and other SAP Propri
e
tary Information: (i) each Affiliate shall sign and deliver to SAP a copy of Appendix 2 to this Agreement (in the form attached hereto) certifying its agreement to be bound by the terms herein; and (ii) such Use by such Affiliate shall be subject to the f
o
llowing: (A) Licensee accepts responsibility for the acts or omissions of such Affiliates as if they were Licensee's acts or omissions; (B) Licensee shall indemnify SAP and SAP AG against losses or damages suffered by SAP or SAP AG arising from breach of
t
his Agreement by any such Affiliate as if effected by Licensee; and (C) such Use shall not constitute an unauthorized exportation of the Software, the Documentation, the Third Party Database and other SAP Proprietary Information under all applicable laws
and regulations.
2.3. Audit Right.
(a) The maximum number of Users applicable to the Software licensed hereunder shall be specified in Appendices to this Agreement. Licensee shall promptly provide written notice to SAP if the number of Users exceeds such maximum number.
(b) Licensee and its authorized Affiliates shall allow access to the Software, the Documentation, the Thi
rd Party Database and other SAP Proprietary Information provided to Licensee and/or Affiliates only to employees or agents of Licensee or its authorized Affiliates acting within the scope of a formal employment or agency relationship.
(c) During n
ormal business hours and at any time during which the Software, the Documentation, the Third Party Database and other SAP Proprietary Information are being utilized, SAP, or its authorized representatives or licensers, shall have the right upon reasonable
advance notice, to enter into the premise(s) of Licensee or any Affiliate and to audit and inspect Licensee's or any Affiliate's utilization of such items, in order to verify compliance with the terms of this Agreement.
2.4. Archival Copy; Restriction on Copies; Legends to be Reproduced.
(a) Licensee may make one copy of the Software and the Third Party Database at each Designated Site for archival purposes and such number of backup copies of the Software and the Third Party Database consistent wi
th Licensee's normal periodic backup procedures.
(b) Licensee may reproduce or copy any portion of the Documentation into machine-readable or printed form for its internal use only as required to exercise its rights hereunder.
(c) License
e shall include SAP's and SAP's Third Party Database licensers' copyright trademark, service mark, and other proprietary notices on any complete or partial copies of the Software, the Documentation, the Third Party Database or other SAP Proprietary Inform
ation in the same form and location as the notice appears on the original work.
2.5. Runtime License for Application Database. The Software requires a Third Party Database which may be licensed through SAP (the "Runtime License") or directly as a full lice
nse ("Full License") from a Third Party Database licenser approved by SAP. Licensee shall certify in an Appendix to this Agreement either that it shall use and maintain the Runtime License from SAP or that it has obtained and will maintain a Full License
f
rom a Third Party Database licenser. In the event Licensee obtains a Full License directly from a Third Party Database licenser, the license grant in this Section 2 shall be restricted to such extent required to implement those restrictions imposed on Lic
e
nsee directly by such Third Party Database licenser. This Agreement shall terminate automatically if, for any reason: (i) Licensee fails to obtain or maintain a Runtime License or Full License; or (ii) Licensee's Runtime License or Full License terminates
prior to the termination of this Agreement SAP makes no representations or warranties as to the Third Party Database or its operation.
3. DELIVERY AND INSTALLATION.
3.1. Delivery. The Licensed number of copies of the Software and the Third Party Database in machine-readable format and the Documentation, shall be delivered to Licensee's Designated Sites during the period specified in Appendices hereto ("Delivery").
3.2. Installation; Support Services.
(a) Licensee shall be responsible for inst
allation of the Software and the Third Party Database. At Licensee's request and on terms to be agreed upon, SAP shall install the Software and the Third Party Database. SAP's installation services are limited to loading the Software and the Third Party D
a
tabase into the Designated Unit and testing the Software using SAP's standard set of test data. Licensee shall be responsible for configuring and installing any required disk storage systems, network software, Application Servers, Designated Units, and co
m
puter terminals and workstations prior to installation of the Software and the Third Party Database. Installation shall be deemed successful and completed when the Software and the Third Party Database are loaded on a Designated Unit and are ready for Use
.
(b) At Licensee's request and on terms to be agreed upon separately, SAP may agree to provided pre-installation support installation support training, and consulting services for the Software.
(c) On the basis that support services shall be chargeable, SAP shall make its best efforts to secure qualified and eligible resources for Licensee.
4. PRICE AND PAYMENT.
4.1. License Fees. In consideration of the license granted hereunder, Licensee shall pay to SAP license fees as set forth in Appendix 1 hereto ("License Fees"). The amount of License Fees shall be calculated based on the total number of Users, the Softwar
e and the Third Party Database licensed, and the payment terms for such License Fees shall be specified in Appendix 1 hereto. Fees for Maintenance Services ("Maintenance Fees") shall be paid as set forth in Section 7.4.
4.2. Taxes. License and Maintenance
Fees and other charges described in this Agreement and its Appendix, or in SAP's most recent list of prices and conditions, do not include national, provincial, municipal or local sales, use, property, excise, consumption, service, import withholding, val
u
e-added or other taxes now or hereafter levied, all of which shall be for Licensee's account. Any taxes, duties or amounts in lieu thereof paid or payable by SAP in respect of any such taxes or duties on such fees or charges (excepting only taxes on net i
ncome) shall be added to Licensee's payment obligations as an additional fee which shall be due within thirty days after dispatch of SAP's invoice to Licensee therefor.
4.3. Expenses. Daily fees, pre-approved travel expenses, and incidental expenses relati
ng to support services shall be paid as set forth in SAP's then current List of Prices and Conditions. SAP shall bill such fees and expenses monthly, attaching time sheets or other records customarily used by SAP.
5. TERM AND TERMINATION.
5.1. Term. This Agreement and the license granted hereunder shall become effective on the effective date stated in this Agreement upon execution by both parties and shall continue in effect thereafter unless terminated under Section 5.2.
5.2. Termination. This Agreem
ent and the license granted hereunder may be terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives SAP written notice of Licensee's desire to terminate this Agreement; (ii) thirty days after SAP gives Licensee notice
of Licensee's material breach of any of the Agreement (other than Licensee's breach of its obligations under Sections 6 or 12, which breach shall result in immediate termination), including more than thirty days delinquency in Licensee's payment of any mo
n
ey due hereunder, unless Licensee has cured such breach during such thirty day period; (iii) immediately if any of the following events exists or occur with respect to Licensee: (A) a petition for attachment or injunction, whether provisional or permanent
public sale, or a proceeding in bankruptcy, composition, rearrangement or reorganization has been filed, or any liquidation has commenced; (B) any demand for payment of unpaid taxes or assessments has been received, or any attachment to secure the payment
of such taxes or assessment has been levied; (C) competent authorities have ordered to suspend the business or to revoke or otherwise terminate any permits, rights, or privileges required for the conduct of the business; (D) any resolution of the assignme
n
t or cessation of the whole or material part of business has been made; (E) any note or check has been dishonored; or (F) the assets, business, credit and the like has been seriously impaired, or there is any indication leading to a reasonable belief of t
he likelihood of such impairment.
5.3. Effect of Termination. Upon any termination of this Agreement Licensee shall immediately pay all amounts due to SAP; Sections 6, 8.6, 9, 10, 11, 13.6, and 13.8 shall survive such termination; Licensee's rights under S
ection 2 shall immediately cease; and SAP and Licensee each shall perform its obligations under Section 6.3.
5.4. No Refund. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee, except as expressly stated otherwise in this Agreement
6. PROPRIETARY RIGHTS.
6.1. SAP Proprietary Information.
(a) Licensee acknowledges and shall cause its authorized Affiliates to acknowledge in writing that ownership of and title in and to all intel
lectual property rights, including patent, trademark, service mark, copyright and trade secret rights, in the SAP Proprietary Information are and shall remain in SAP and SAP AG and their respective licensers. Licensee acquires only the right to Use the SA
P Proprietary Information under the terms and conditions of this Agreement and does not acquire any ownership rights or title in or to the SAP Proprietary Information and that of their respective licensers.
(b) Licensee shall not copy, translate, disassemble, or decompile the Software and the Third Party Database, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software and the Third P
a
rty Database or use the object code or source code of the Software and the Third Party Database to create a derivative work, unless authorized in writing by SAP. In the event source code is provided to Licensee, SAP, in its sole discretion, reserves the r
ight to delete, or to require the deletion of, such source code and all copies thereof from Licensee's Designated Unit(s), Application Server(s), and computer
terminals or workstations, data files, and archival and backup copies whenever a future Relea
se, Version, or Correction Level provides for like functionality in an object code formal Other than as specified herein, any tools licensed with or included in the Software may not be copied, in whole or in part without the express written consent of SAP
.
(c) Licensee shall not remove any proprietary, copyright trademark, or service mark legend from the Software, the Documentation, the Third Party Database or other SAP Proprietary Information.
(d) Licensee shall maintain a log of the number and location
of all originals and copies of the Software and the Third Party Database. The inclusion of a copyright notice on any portion of the Software , the Documentation, the Third Party Database or other SAP Proprietary Information shall not cause or be construed
to cause it to be a published work.
(e) All Modifications and Extensions to the Software, and all changes and additions to the Documentation shall be considered part of the Software and the Documentation for purposes of this Section 6.
6.2. Protection of Proprietary Information. In order to protect the rights of SAP, SAP AG and their licensers and Licensee in their respective Proprietary Information, SAP and Licensee agree as follows:
(a) Neither party shall, without the other party's prior writt
en consent disclose, provide, or make available any of the Proprietary Information of the other party in any form to any person, except to bona fide employees, officers, directors or consultants of such party whose access is necessary to enable such party
to exercise its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any consultant it shall obtain from that consultant a written acknowledgment that such consultant shall be bound by the same ter
ms as specified in this Section 6 with respect to the Proprietary Information.
(b) Licensee and SAP acknowledge that any disclosure to third parties of Proprietary Information may cause immediate and irreparable harm to the owner of the Proprietary
Information; therefore, each party agrees to take all reasonable steps and protective precautions to protect the Proprietary Information from disclosure to third parties.
6.3. Duties Upon Termination. Upon any termination hereunder, Licensee and its auth
orized Affiliates shall immediately cease Use of the Software, the Documentation, the Third Party Database and other SAP Proprietary Information and shall irretrievably delete and/or remove such items from all Designated Units, Application Servers, comput
e
r terminals, workstations, data files, and Designated Sites. Within ten days after any termination, Licensee shall deliver to SAP at Licensee's expense (adequately packaged and insured for safe delivery) or, at SAP's request destroy all copies of the SAP
Proprietary Information in every form. Licensee further agrees to erase the Software, the Documentation, the Third Party Database and other SAP Proprietary Information from any storage media. Licensee agrees to have one of its officers, with
the expres
s authority to make such a representation, certify in writing to SAP that Licensee and each of Licensees authorized Affiliates has performed the foregoing. Within ten days after the date of termination, SAP shall return the Licensee Proprietary Informatio
n to Licensee.
6.4. Modifications and Extensions.
(a) Licensee may make Modifications and Extensions for Use on Designated Units under the terms set forth in this Section 6.4.
(b) In the event Licensee without SAP's participation develops any Extension or Modification (hereinafter referred to as "Licensee Extension" or a "Licensee Modification".) to the Software, Licensee shall have all rights, title and interest in suc
h
Licensee Extension or Licensee Modification subject to SAP's rights in the Software. Licensee agrees, however, that such Licensee Extension or Licensee Modification will be used solely in connection with Licensees and its Affiliates' business operations,
and that such Licensee Extension or Licensee Modification will not be marketed, licensed or sublicensed, sold, assigned, or otherwise transferred or made available to any third party or other entity, without the express prior written consent of SAP, which
consent shall not be unreasonably withheld. Licensee agrees to offer SAP the right of first refusal to any license to or assignment of such Licensee Extension or Licensee Modification and SAP agrees to negotiate in good faith for a mutually agreeable lice
nse or other arrangement for such rights.
(c) In the event SAP develops either independently, or jointly with Licensee, any Extension or Modification to the Software, such Extension or Modification shall be the exclusive property of SAP and SAP AG,
and Licensee will not grant either expressly or implicitly, any rights, title, interest or licenses to such Modifications or Extensions to any third party. Licensee shall be entitled to Use such Modification or Extensions on the Designated Unit (s) at th
e Designated Site(s) under the terms set forth in this Agreement.
(d) The parties hereto agree that the granting of any rights, title, or interest to Licensee in any Extension or Modification (including Licensee Extensions and Licensee Modification
s) shall not be construed by the parties hereto, or any court of law, to mean that SAP has granted or given up any rights, title, or interest in or to the SAP Proprietary Information or any part thereof.
(e) Licensee agrees that it will not modify the Third Party Database and any other provided third-party software hereunder, unless expressly authorized in writing by such third-party vendor.
(f) In the event when Licensee carries out Modifications, Licensee shall require a set up code from
SAP for each Modification and shall register all Modifications to the Software to SAP prior to making such Modifications. Modifications may be used only on the Designated Units).
(g) Licensee agrees to: (i) keep and adequate and current records of all Software Modifications (which records shall be made reasonably available to SAP); (ii) promptly disclose
to SAP and provide copies to SAP of any Software Modification in which SAP or SAP AG has ownership rights; and (iii) insert in all copies of
the Software as modified all copyright trade secret or other notices thereon or therein as SAP may from time to time direct.
7. MAINTENANCE.
7.1. Maintenance Services.
(a) Following the expiration of the Warranty Period (as defined in Section 8
), and for such period as Licensee may elect in writing, but only for so long as SAP makes such services generally available in Korea, Licensee may request maintenance services (Maintenance Services') from SAP with respect to the Software. Maintenance. Se
r
vices by SAP, unless expressly agreed otherwise in writing, are limited in total to four (4) Designated Sites which shall be specified in Appendix 1 hereto. Maintenance Services include the delivery of Releases and Versions, the correction of defects, and
SAP's On-line Software Services, and, if separately purchased at fees and terms to be agreed upon, SAP's Early Watch Services. In order to receive Maintenance Services hereunder, Licensee at its own expense must make all required remote support and update
connections to each Designated Unit as requested by SAP.
(b) Maintenance Services shall not include the other services referenced in Section 7.3 and shall be offered only for the most recent Version and the Version immediately prior thereto. Whene
ver a new Release shall become commercially available, Maintenance Services will be offered for such new Release and the latest Version of the prior Release only until such time as a new Version becomes available.
7.2. New Releases and Versions. Upon Lice
nsee's request and provided that Licensee has purchased Maintenance Services from SAP, SAP shall deliver new Releases and Versions and related Documentation to the Licensee at the Designated Sites for which SAP has Maintenance Services responsibility. Mai
ntenance Services do not include the delivery of any software and documentation which SAP offers as separate products which have not been licensed by Licensee.
7.3. Other Services. All other services not referred to in this Section 7 shall be agreed upon separately and shall be subject to additional charges, including without limitation, the installation of new Releases and Versions, the incorporation of Modific
ations or Extensions into new Releases or Versions and related Documentation, and the adaptation of any authorized Modifications or Extensions developed by or for Licensee to new Releases or Versions.
7.4. Payment of Maintenance Fees. Unless otherwise spec
ified in Appendix 1 hereto, Maintenance Fees shall be paid annually in advance in an amount calculated as the then current percentage factor multiplied by the net License fees for the Software licensed hereunder.
7.5. Termination of Maintenance Services.
Maintenance Services may be terminated by Licensee in writing at any time upon three months prior written notice. Maintenance Services may be terminated by SAP upon three months prior written notice to Licensee in the event SAP does not make such services
generally available in Korea. In the event of such termination by SAP, SAP shall refund the Maintenance Fees to Licensee on a pro-rata basis.
8. PERFORMANCE WARRANTY.
8.1. Warranty Period; Warranty. SAP warrants that the Software will substantially co
nform to the functional specifications contained in the Documentation for six months following Delivery (the "Warranty") and will perform, when in Use without material alteration on the Designated Unit (s), in accordance with the Functional specifications
set forth in the Documentation. SAP's warranty is subject to Licensee providing SAP and SAP AG necessary access, including remote access, to the Software.
8.2. Licensee's Defect Reports. Licensee must specifically identify to SAP the nature of the perceiv
ed Software defect which causes the Software not to conform substantially to the functional specifications and must specifically describe the conditions under which the perceived defect occurs. On SAP's request Licensee shall deliver such information in w
ritten form. Licensee shall provide SAP with sufficient test time and support on Licensees Designated Unit(s) to duplicate the defect to verify that the defect is with the Software, and to confirm that the defect has been corrected.
8.3. SAP's Obligation t
o Correct or Replace Defects. Should any component of the Software fail to conform substantially to the functional s tons therefor during the Warranty Period, SAP's sole obligation shall be, at SAP's option, to correct the defect by bringing the performan
c
e of the Software into substantial compliance with the functional specifications or to replace the defective component SAP shall not be required to refund any payments made by Licensee with respect to any component of the Software that is found to be defe
c
tive. When Productive Use of the Software is significantly restricted by a reported defect and Licensee expressly so states in written form, SAP shall use its best efforts to commence work on correcting the defect no later than the first working day after
receipt of the written notice, subject in each case to the provisions of this Section 8.
8.4. Correction of Defects. SAP will deliver a correction of the defect in writing and, if appropriate, in machine-readable form. Any installation shall be the respon
sibility of Licensee unless otherwise agreed to in writing by the parties. If, at Licensee's request SAP corrects a defect of any unsupported Version or Release, SAP may request and Licensee shall pay, additional charges.
8.5. Scope of Warranty.
(a) The warranty set forth in this Section 8 shall not apply. (i) if the Software is not used in accordance with the Documentation; or (ii) to any Extensions or Modifications; or (iii) if the defect is caused by a Modification or Extension; or (iv) if the
Software is not installed on a Designated Unit or (v) to the extent that the defect is caused by or is contributed to by Licensee; or (vi) Licensee does not provide access, including remote access, to the Software as required under Section 8.1; or (vii) i
f the defect is caused by a Third-Party Database malfunction or any other software malfunction than the Software licensed herein.
(b) SAP does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors which do not materially affect such performance or that the
applications contained in the Software are designed to meet all of Licensee's or its authoriz...
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