Appendix 3
Tervise ja Heaolu Infosüsteemide Keskus
Customer Technical Contact: Ardo Abel S.Y.B. Purchase Order ("SPO") Agreement Date: 15-12-20
Email:
[email protected] for Agreement Number: 23820058
Address: Uus-Tatari 25, Tallinn, Estonia MASTER SOFTWARE SUPPLY AND LICENSE AGREEMENT ("Agreement") SPO Number: 23820059
Date of SPO: 15-12-20
Country: Estonia
Phone #: +372 56251090
Fax #:
Material Product Item ("Program") Sales Unit Sales Unit Delivery Price / Sales Unit Discount % Total Price Net Price
Number Metrics Qty Type ** License Support Volume Other License Support License Support
7018421 SAP Adaptive Server Platform cores 6.00 ED € 12,333.33 € 3,625.00 € 74,000.00 € 21,750.00 € 74,000.00 € 21,750.00
7017652 SAP PowerDesigner EnterpriseArchidect User 1.00 ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
ED € 0.00 € 0.00 € 0.00 € 0.00
TOTALS 7.00 € 74,000.00 € 21,750.00 € 74,000.00 € 21,750.00
** ED (Electronic Delivery). This order will be fulfilled electronically.
Miscellaneous:
- Payment Terms: Net 14 days from the date of invoice. Summary of Fees
- This SPO incorporates and the above Programs are licensed subject to the terms of the Agreement as referenced above and the the EULA attached thereto Less
as Appendix 3 or, if no agreement is referenced, the license agreement included with the Program package or displayed at the time of Program installation. Total Price Discount Totals
- Third party products supplied with a license from the supplier are provided subject to the terms of such third party supplier license. Support or warranty License Fees 74,000 € 0€ 74,000 €
service for such third party products, if any, is provided by the third party supplier. Support Fees 21,750 € 0€ 21,750 €
- Any additional products not listed above and supplied to the Customer without additional charges are subject to the applicable license agreement included Education Fees 0€
with such product. Consulting Fees 0€
- Some Programs and Sales Units or License Types are subject to additional or supplemental terms and conditions (“Product Specific License Terms”) Delivery Fees 0€
that are posted on http://global.sap.com/corporate-en/our-company/policies/sybase/product-specific-license-terms.epx as of the date of this SPO and Totals (EUR) € 95,750.00 € 0.00 € 95,750.00
are attached to this SPO. Customer acknowledges and confirms that it has had the opportunity to review the applicable Product Specific License Terms
applicable to each licensed Program prior to signing this SPO and agrees to such Product Specific License Terms.
SPO Information:
- By signing this SPO, Customer agrees to be bound by this SPO and the terms and conditions of the Master Software Supply and License Agreement
as refernced above including the EULA attached thereto as Appendix 2.
- Customer authorizes S.Y.B. Estonia OÜ to invoice Customer in the amounts set forth in the Summary of Fees plus applicable tax and VAT.
- Delivery (if other than Electronic Delivery): free carrier (FCA) named place, Incoterms 2000.
- The scope and terms and conditions of support are set forth in the Software Maintenance Agreement entered into between the Parties.
Installation: Choose option a) or b) below by underlining the option applicable:
a) Customer obligation in accordance with the Agreement, Appendix 1, Article 4, section 4.
b) Supplier responsibility in accordance with a separate agreement to be signed by the Parties.
Environment Details: Customer and Invoicing Details:
Type of Computer: Intel based virtual machine Company name: Tervise ja Heaolu Infosüsteemide Keskus
Operating System: not applicable VAT number: -
Database Management System: not applicable Invoicing Address: Uus-Tatari 25
Installation Location: Ädala 4f, 10614 Tallinn P.O.Box / Postal code 10143
Desired Number of Users: core based City: Tallinn
Country: Estonia
Signatures:
S.Y.B. Estonia OÜ Tervise ja Heaolu Infosüsteemide Keskus
"Supplier" "Customer"
Signature: Signature:
Name: Toomas Mihkelson Name: Katrin Reinhold
Title: Procurator Title: Director
Date Signed: 15.12.2020 Date Signed: 15.12.2020
Appendix 3 License Agreement Estonia v1.2 20180117 Page 1 of 1
ACCEPTANCE FORM
FOR END USER LICENSE AGREEMENT (for SAP On Premise indirect sales)
This Acceptance Form for End User License Agreement (for SAP On Premise indirect sales) (“EULA Acceptance Form”) is between
SAP ESTONIA OU, an Estonian corporation, with offices at Parnu mnt 15, 10141 Tallinn, Estonia (hereinafter “SAP”) and Tervise ja
Heaolu Infosüsteemide Keskus (TEHIK), with offices at Uus-Tatari 25/Veerenni 13, 10134 Tallinn (hereinafter “End User”), together
referred to as “Parties”.
Relevant SAP Partner: S.Y.B. Estonia OÜ, Lõõtsa 8, 11415 TALLINN ("Partner")
“Effective Date” means the date on that the last signature was affixed to this EULA Acceptance Form.
“Territory” means Worldwide, subject to applicable export control laws as may be updated from time to time by the applicable
jurisdiction and subject to Section 12.5 of the EULA.
RECITAL
WHEREAS, End User has purchased or will purchase certain SAP software as identified in Schedule 1 from the Partner.
WHEREAS, SAP wants to grant End User the right to use the SAP software as identified in Schedule 1.
NOW THEREFORE, the Parties agree as follows:
1. Any terms not defined in this EULA Acceptance Form will have the meaning ascribed to them in the End User License Agreement
(for SAP On Premise indirect sales).
2. End User agrees to license the Software and the Third Party Software listed in Schedule 1 (“Licensed Software”) from SAP on the
terms and conditions specified in this EULA Acceptance Form and the following agreements which are incorporated and made a part
hereof by reference:
a) the End User License Agreement (for SAP On Premise indirect sales) for Estonia;
b) the Software Use Rights Schedule; and
c) any exhibit, schedule, appendix, annex or other document included in, attached to or referenced to in this EULA Acceptance Form
and any of to the agreements listed in this Section 2a) and b),
in each case as current at the Effective Date.
3. All parts of the agreements listed in Section 2a) to c) are made available on www.sap.com/company/legal. This EULA
Acceptance Form together with the agreements listed in Section 2a) to c) are hereinafter referred to as “Software License
Agreement”.
4. End User herewith confirms that he has received and read all parts of the agreements referred to in Section 2 and will comply
with the terms and conditions. SAP recommends End User prints copies of the agreements referred to in Section 2 for End User’s
own records.
5. Under this Software License Agreement, End User only receives a license for the Licensed Software; maintenance support, any
other services for the Licensed Software (“Services”) and the fees for the Licensed Software themselves are not contemplated under
this Software License Agreement. SAP does not accept any liability for the provision of Services by the Partner.
6. In some of the Licensed Software products a click-wrap license is included that sets out license terms for the Licensed Software
and that cannot be removed for technical reasons (“Product License”). Even though End User will need to accept the Product License
in order to use those Licensed Software products, the Product License will not apply and those Licensed Software products will be
governed by this Software License Agreement instead.
IN WITNESS WHEREOF, the Parties hereto have caused this EULA Acceptance Form to be executed by their respective authorized
representatives.
SAP Confidential Page 1 of 3
EULA_S.Y.B. Estonia OÜ_Tervise_023861000050 .DOC (1-2015)
SAP Opp. 303930433 / Quote 23861000050 / Case 3061596624
Both parties agree that this document and its signature can be established in electronic form (sending by facsimile, scanned copy
sent via e-mail, or electronic signature by using means implemented by SAP – for example DocuSign) and that, in electronic form,
they shall be deemed originals.
For End User: Tervise ja Heaolu Infosüsteemide For SAP:
Keskus (TEHIK) _____________________________
____________________________ (Signature)
(Signature) _____________________________
_____________________________
(Name in print)
(Name in print) _____________________________
_____________________________ (Title in print)
(Title in print)
_____________________________
_____________________________ (Date)
(Date)
For SAP:
For End User: Tervise ja Heaolu Infosüsteemide
_____________________________
Keskus (TEHIK)
(Signature)
_____________________________
_____________________________
(Signature)
(Name in print)
_____________________________
_____________________________
(Name in print)
(Title in print)
_____________________________
_____________________________
(Title in print)
(Date)
_____________________________
(Date)
SAP Confidential Page 2 of 3
EULA_S.Y.B. Estonia OÜ_Tervise_023861000050 .DOC (1-2015)
SAP Opp. 303930433 / Quote 23861000050 / Case 3061596624
SCHEDULE 1
LICENSED SOFTWARE
Software Licensed
Product TPP SAV H- License Metric Blocks of (units) License Quantity
SAV
Credit/transfer fr. Sybase to 0 1
SAP contr.
SAP PowerDesigner X Concurrent 1 1
EnterpriseArchitect sessions
SAP Adaptive Server Cores 1 6
Platform
Legend:
TPP- Third Party Product: 'X' indicates the software product is a Third Party Product licensed from SAP
SAV–SAP Application Value: "X“ indicates that the product is part of the SAP application value and thus relevant for runtime
databases licensed by SAP.
H-SAV: HANA SAP Application Value - "X“ indicates that the product is part of the HANA SAP application value and thus relevant for
HANA runtime databases licensed by SAP.
SAP Confidential Page 3 of 3
EULA_S.Y.B. Estonia OÜ_Tervise_023861000050 .DOC (1-2015)
SAP Opp. 303930433 / Quote 23861000050 / Case 3061596624
Agreement Number: 23820058
MASTER SOFTWARE SUPPLY AND LICENSE AGREEMENT
1. Parties
1.1. This Master Software Supply and License Agreement (”Agreement”) is entered into on by:
a) S.Y.B. ESTONIA OÜ (Reg. Number 10991629) with its registered office at Lõõtsa 8, 11415
Tallinn, Estonia (“Supplier”); and
b) Tervise ja Heaolu Infosüsteemide Keskus (Reg. Number 70009770) with its registered office
at Uus-Tatari 25, 10143 Tallinn, Estonia (“Customer”).
1.2. The Supplier and the Customer are hereinafter also jointly referred to as the “Parties” and
independently as a “Party”.
2. Background and purpose
2.1. SAP Estonia OÜ (“SAP”) is the legal and beneficial owner, licensor and/or distributor of the
Software.
2.2. Supplier is an independent value-added reseller (VAR) partner of SAP authorized under a
PartnerEdge Channel Agreement VAR to distribute, sell and market in its own name and for its own
account SAP Software products, grant Licenses for the Software and provide support and
maintenance services related to the Software.
2.3. Customer wishes to Use the Software and in this Agreement the Parties agree as a frame agreement
on the terms and conditions under which the Licenses to Use the Software will be granted and
Software will be supplied to the Customer.
3. Purchase Orders
3.1. This Agreement sets forth the terms and conditions under which the Customer (also referred to as
the “Licensee”) orders and the Supplier delivers certain Software to the Customer, and subject to
which the Customer is granted a License to Use the Software.
3.2. Whenever the Customer wishes to purchase a License for the Software from the Supplier the Parties
shall agree on the product to be licensed, license type, license fee and other details related to the
delivery of the Software which information shall be specified in a Purchase Order in accordance with
the template set forth in Appendix 3, which may be amended or replaced by the Supplier from time
to time. The Customer shall place the signed Purchase Order with the Supplier. Each Purchase Order
refers to this Agreement and, upon execution of the Purchase Order the terms and conditions set
forth in this Agreement are incorporated by reference into, and form part of, the Purchase Order.
By signing the Purchase Order the Customer also accepts on its behalf the terms of the EULA set
forth in Appendix 2 which may be amended or replaced by the Supplier from time to time.
3.3. All Purchase Orders are subject to the Supplier’s approval and confirmation which shall be provided
in writing, by electronic means or by performing the contract. Purchase Orders and confirmations
are binding, non-cancellable, non-revocable, and non-transferable. The Customer acknowledges and
License Agreement Estonia v1.3 20180628 1/3
agrees that all orders shall be subject to acceptance and approval by SAP, and accordingly the
Supplier’s approval and confirmation of the Purchase Order is conditional upon SAP’s approval.
Each approved and signed Purchase Order forms an agreement for the supply of the Software
between the Parties.
4. Grant of license
4.1. Upon to the Supplier approving and/or confirming the Purchase Order, the Customer is granted a
License to Use the ordered Software on the terms and conditions contained in the EULA and this
Agreement. Each individual License is granted separately based on an approved and confirmed
Purchase Order.
4.2. In addition to the provisions of the EULA, the following shall apply with regard to the Licenses
granted hereunder:
a. Certain Software or license types may be subject to Product Specific License Terms (as defined
in Appendix 1, Article 2), which further define the scope of Use of the Software by the
Customer and which the Customer undertakes to abide by. The Customer acknowledges and
agrees that it has had the opportunity to review the Product Specific License Terms applicable
to the licensed Software prior to placing a Purchase Order. By ordering, installing or using the
licensed Software in any way, the Customer acknowledges and agrees that it has read,
understands and agrees to the applicable Product Specific License Terms for the licensed
Software.
b. The Use of the Software requires a license key issued upon the Supplier’s request by SAP
Aktiengesellschaft Systeme (“SAP AG”). The license key shall only be issued once SAP has
received confirmation from the Supplier that a person duly authorized on behalf of the
Customer has accepted and/or confirmed the EULA on its behalf. By signing the Agreement
the Customer expressly consents that SAP may audit and review this Agreement and the
Purchase Orders as a confirmation of the EULA concluded between the Supplier and
Customer.
c. The Customer must comply with the contract provisions of SAP’s third-party licensors as
notified to it by the Supplier or SAP from time to time. The Customer expressly agrees that
the Supplier has the right to regularly monitor the Customer’s compliance with the restrictions
on use, using the utilities provided by the Supplier or SAP, and provide details of the results
to SAP.
d. In the event that the Customer operates its own SAP Solution Manager Enterprise Edition,
the specific license terms as set forth in Exhibit 1 to the EULA shall apply in addition to the
terms otherwise set forth in EULA.
5. Fees and payment
5.1. The license fee payable by the Customer for the licensed Software is specified in the Purchase Order.
In addition to the license fees, the Customer will pay all applicable shipping and handling charges
related to the delivery of the Software.
6. Support and maintenance
6.1. By signing this Agreement the Customer agrees to the purchase of Maintenance Services for the
Software from the Supplier at least until 31 December of the calendar year following the year when
the Purchase Order is confirmed by the Supplier. The terms of the Maintenance Services shall be set
forth in more detail in a separate software maintenance agreement to be entered into between the
Parties simultaneously with the confirmation/acceptance of the first Purchase Order by the Supplier
and updated in the event that additional Licenses are later purchased by the Customer.
License Agreement Estonia v1.3 20180628 2/3
7. Appendices and changes to terms
7.1. The following Appendices to this Agreement constitute an integral part of this Agreement:
- Appendix 1 General Terms and Conditions for Software Supply and Licensing
- Appendix 2 End User License Agreement
- Appendix 3 Purchase Order Template
Should there be a contradiction between this Agreement and the terms of the Appendices, this main
body of the Agreement shall supersede. Should there be a contradiction between this Agreement and
the Purchase Order signed by the Parties the terms of the Purchase Order shall supersede.
7.2. The Supplier reserves the right to change any terms of this Agreement or its Appendices, as may be
reasonably required and consistent with SAP’s licensing practices. Any such changes to terms shall
become effective one (1) month after written notice by the Supplier to the Customer, unless
otherwise specified therein.
7.3. If the justified interests of the Customer are negatively affected by any changes, the Customer is
entitled to terminate the Agreement by giving fourteen (14) days prior written notice to the date on
which the changed terms will become effective. If the Customer does not terminate within the said
period, the changes are deemed to be accepted by the Customer.
8. Term and termination
8.1. This Agreement shall become effective on the last signature date as set forth below (“Effective
Date”) and shall remain in force until 31 December of the year in which it was signed. Thereafter,
the term of this Agreement shall be automatically extended for subsequent periods of twelve (12)
months, unless earlier terminated in accordance with the provisions contained in Appendix 1, Article
12. No new licenses shall be granted hereunder after termination.
8.2. In addition the Agreement can be terminated by either Party with effect to the end of the initial or
any subsequent calendar year by giving the other Party at least two (2) month’s prior notice.
The Parties have caused this Agreement to be executed by their respective authorized representatives.
Place: Tallinn, Estonia Place: Tallinn, Estonia
Date: 15.12.2020 Date: 15.12.2012
S.Y.B. ESTONIA OÜ Tervise ja Heailu Infosüsteemide Keskus
______________________________ _____________________________
Toomas Mihkelson Katrin Reinhold
Procurator Director
License Agreement Estonia v1.3 20180628 3/3
Appendix 1
GENERAL TERMS AND CONDITIONS
for
SOFTWARE SUPPLY AND LICENSING
Article 1 – Preamble
http://global.sap.com/corporate-en/our-
1. These General Terms and Conditions for Software Supply company/policies/sybase/product-specific-license-
and Licensing (“Terms”) establish the general terms and terms.epx as of the date of the Order for such Programs.
conditions under which the Customer (also referred to as the Product Specific License Terms are written and shall be
“Licensee”) orders and S.Y.B. Estonia OÜ (“Supplier” or enforceable in the English language.
“Licensor”) delivers certain Software to the Customer, and
subject to which the Customer is granted a License to Use “Purchase Order” shall mean a Software License Purchase
the Software in its business. Order issued by the Customer for the purchase of a License
for the Software in accordance with this Agreement with the
Article 2 – Definitions template provided by the Supplier from time to time.
1. Unless otherwise defined elsewhere in this Agreement “Software” shall have the meaning set forth in the EULA.
(including the EULA) or the context otherwise requires, the
capitalized terms shall in this Agreement have the following "Workaround" shall mean any way to avoid or limit the effect
meaning: of a defect.
"Confidential Information" shall include the Software, its Article 3 – Orders
source codes, the Documentation, any Proprietary
Information, and any other information or business secret 1. Upon placing a Purchase Order the Customer must provide
marked in written form as confidential by the disclosing the Supplier with its name and address, specify the type of
Party at the time of disclosure or, insofar as such information computer, operating system, and database management
is provided verbally, is designated as confidential or can be system to be used with the Software as well as the installation
readily recognized as such. location, the desired number of users and any other data
required by the Supplier.
“Consulting Services” encompass but are not limited to
organizational and business consulting, technical consulting 2. The Supplier reserves the right to decline Purchase Orders
and support whether on site or via any remote for the Software for use on computers and operating systems
communications, works and services (except standard that the Supplier considers to be not suitable for Use with
software maintenance). In addition, Consulting Services Software. The Supplier also has the right not to provide the
mean any services rendered by the Supplier, SAP or third Software to the Customer if, in the Supplier’s sole discretion,
party to the Customer falling outside the scope of the the Supplier cannot fully and satisfactorily meet the
Maintenance Services and/or Education Services. Customer’s requirements. In the above situations, the
Supplier is without any liability (monetary or otherwise)
“Customer” means the end user to whom the Supplier sells towards the Customer.
the Software and grants the License in accordance with this
Agreement. 3. Customer expressly agrees that the Supplier is entitled to
forward all the information mentioned in Section 1 of this
“Education Services” encompass but are not limited to Article 3 to SAP together with the details of the licensed
standard schedule classroom training, solution academy Software (product and country version) and details of any
training, e-learning, onsite training, end-user consulting maintenance agreements and other arrangements concluded
services and mid-market pre-developed work instructions. by and between the Supplier and the Customer (extent and
content of maintenance, contract duration).
"EULA" or "End User License Agreement" means the end
user license agreement, set out in the Agreement, as it may Article 4 – Supply and Delivery
be amended or replaced by the Supplier from time to time.
1. On acceptance of a Purchase Order, the Supplier will deliver
“License” shall mean the Customer’s license to Use the to the Customer the then current Release, Version or
Software as granted under this Agreement, the EULA and Correction Package of the Software by providing the
PSLT’s. executable program and Documentation to the Customer by
supplying a copy on discs or other data media to the
“Maintenance Services" shall include but is not limited to Customer (physical shipment) or by posting a copy on a
software updates and software upgrades. The exact scope of network for downloading and informing the Customer
the Maintenance Services is stipulated in a separate accordingly (electronic delivery). The Software shall be
maintenance agreement between the Parties. deemed delivered (including but not limited for the purpose
of fixed delivery dates) and the risk shall pass to the
“PSLT” or “Product Specific License Terms” shall mean Customer:
additional or supplemental terms and conditions governing
the Customer’s Use of the Software that are posted on
Appendix 1 License Agreement Estonia v1.3 20180628 1/6
- in the case of physical shipment when the Software is Customer will in the case of any withholding of any
handed over to the freight carrier (free carrier (FCA) Withholding Tax provide to the Supplier receipt from the
named place, Incoterms 2000), and relevant tax authority to which such Withholding Tax has
- in case of electronic delivery when the Supplier has made been paid. In case the Supplier under this Agreement is not
an electronic copy of the Software available on the entitled to offset the withholding income and corporate tax
Internet for downloading and has informed the liability according to the law of the country of residence, the
Customer hereof. Supplier and the Customer mutually agree in writing whether
the Customer shall be entitled to withhold taxes on account
2. Notwithstanding the Supplier’s acceptance of an order, the of the Supplier from the contractually agreed payments. The
Supplier shall be entitled to suspend the supply of the fact that such offset is not possible (or not possible in a
Software or applicable license key where and for as long as specific year) shall be notified by the Supplier to the
the following adverse conditions are present: Customer.
a) the Customer is in substantial breach of the Agreement
(for example, late payment in violation of an additional 4. All other taxes or charges of any kind (including but not
respite or infringement of intellectual property rights or limited to, customs duties, tariffs, excise, gross receipts, sales
confidentiality infringement). and use and value added tax) except income tax or
b) delivery is inappropriate or impossible due to technical corporation tax (or similar taxes) will be borne by the
problems not in the Supplier’s responsibility (for Customer. If any such tax or duty has to be withheld or
example, unresolved defect notices, product liability deducted from any payment under this Agreement, the
risks, software production problems) (suspension is Customer shall increase payment under this Agreement by
limited to four (4) months). such amount as shall ensure that after such withholding or
c) the Customer cannot be relied upon to observe SAP’s deduction, the Supplier shall have received an amount equal
rights in the Software. to the payment otherwise required.
d) reasons similar to those listed in subsections a) – c).
5. The Customer can offset claims only if they are uncontested
3. The delivery period for a physical shipment is approximately or ordered by a court of law.
three (3) weeks from receipt by the Supplier of the
Customer’s proper Purchase Order, provided that the Article 6 – Warranties and Defects
Customer has supplied all of the information required under
Article 3 Section 1. 1. Given the fact that the Supplier is not the owner of copyright
or any other intellectual property right to the Software, the
4. Unless otherwise specified in a Purchase Order, the Supplier gives no warranties with respect to non-
Customer shall, at its own expense, be responsible for infringement of third parties’ intellectual property rights or
installing the Software (and upgrades) on its computers. other proprietary rights relating to the Software.
5. Invoices will be issued upon delivery. 2. The Software shall be delivered as it is described in the
Documentation. The description in the Documentation
Article 5 – Fees and Payment alone defines the features and qualities of the Software
delivered by the Supplier. The Supplier shall not be
1. Payment is due to the Supplier within fourteen (14) calendar responsible for deviations if the Software is not used in
days of the date of the invoice. In case of late payment, in accordance with the Documentation, or if a defect is caused
addition to Supplier’s right to collect annual interest on late by any modification to the Software or by third party
payment at the rate of 10 % Customer will reimburse the products.
Supplier for all reasonable costs incurred (including
reasonable attorneys’ fees) in collecting past due amounts. 3. The Software is always provided “as is” and “as available”
and the Supplier does not warrant that the Software will
2. All license fees are subject to statutory sales / turnover tax / operate uninterrupted or that it will be free from minor
value added tax unless the transaction is exempt. The license errors or defects which do not materially affect such
fees set forth in the Purchase Order are exclusive of value performance, or that the applications contained in the
added tax. Software are designed to meet all regulatory requirements.
The Supplier does not warrant or give any undertaking with
3. If the Customer is required by law to withhold income or regard to any further feature or quality of the Software either.
corporation tax or a similar tax (hereinafter “Withholding
Tax”) from any gross payment to the Supplier under the 4. In case of defects to the Software, the Supplier will remedy
Agreement, the Customer shall be entitled to withhold or the defect either by providing to the Customer new Software
deduct such tax from the gross amount to be paid if and to that is free of defects or, at the Supplier’s free discretion,
the extent that the Supplier may offset the withholding eliminate the defect. Defect elimination may, among others,
income and corporate tax liabilities according to the law of be by indicating a reasonably acceptable Workaround. The
the country of residence of the Supplier against its income or Customer must provide full and free support to the Supplier,
corporate tax liabilities. However, the Customer shall use all as may be reasonably required, for example by providing
endeavours to reduce any such withholding payable to the employees, rooms in which to work, computer hardware and
lowest possible rate subject to compliance with all applicable software, and error descriptions that are as precise as
laws and double taxation treaties. The Supplier will cooperate possible, by making available the required data, and by
with the Customer to the extent that is necessary to apply for establishing telecommunication connections for the Supplier
such reduction, especially by, but not limited to, providing or, as the case may be, SAP. The Customer undertakes to
necessary forms to the Customer or the relevant tax accept any new Version, Correction Level or Workaround
authority. Otherwise, the Customer is entitled to withhold unless the associated adaptation and change-over work
tax at standard rates according to the relevant laws. The would be unreasonable.
Appendix 1 License Agreement Estonia v1.3 20180628 2/6
5. If the remedy finally fails, the Customer may rescind the b) ensure that the Software is installed on only on the units
Agreement for the defective Software or reduce the defined in the License and/or Purchase Order;
corresponding payment. This right is subject to the prior c) keep a complete and accurate record of the Customer's
expiration of a written notice fixing a reasonable time limit copying and disclosure of the Software and its users, and
for performance. The notice fixing the time limit must be produce such record to the Supplier on request from
linked to a warning that the defect remedy will be rejected as time to time;
a consequence of failure to meet that time limit. d) notify the Supplier as soon as it becomes aware of any
unauthorized Use of the Software by any person;
6. The Customer’s claim for damages for any defect and e) pay, for broadening the scope of any License to cover
reimbursement of wasted anticipatory expenditure for any the unauthorized use, an amount equal to the fees which
defect is subject to the provisions on liability set out in the Supplier would have levied (in accordance with its
Article 11. normal commercial terms then current) had it licensed
any such unauthorized Use on the date when such Use
7. The Customer must without delay inform the Supplier of any commenced.
errors or defects in the Software and provide the Supplier
with all available information about the same. 3. The Customer warrants that it knows the essential functional
characteristics of the Software and bears the risk that the
8. All claims under this Article 6 Sections 4, 5 and 6 shall be Software does not meet the Customer’s wishes and/or
barred unless they are commenced within ten (10) months of requirements; in case of doubt, the Customer should obtain
the date of delivery of the Software. However, the time advice from the Supplier, SAP or independent third-party
before the bar comes into effect is tolled while, with the experts before concluding any Purchase Order.
Customer’s consent, the Supplier or SAP is checking the
existence of a defect or is remedying a defect, until the 4. The Customer shall permit the Supplier to audit and have
Supplier or SAP informs the Customer of the results of the access to any premises (and to the computer equipment
check, gives notice that the remedy is complete or refuses to located there) at or on which the Software is being kept or
remedy the defect. The time bar comes into effect no earlier used, and audit and have access to any records kept in
than three (3) months after the end of the toll. connection with the License, for the purposes of ensuring
that the Customer is complying with the terms of the
9. THE SUPPLIER AND ITS LICENSORS DISCLAIM ALL License, provided that the Supplier provides reasonable
WARRANTIES AND CONDITIONS, EXPRESS OR advance notice to the Customer of such inspections, which
IMPLIED, INCLUDING, WITHOUT LIMITATION, shall take place at reasonable times. The Supplier bears the
THE IMPLIED WARRANTIES OF costs of the audit unless it establishes a breach by the
MERCHANTABILITY, NONINFRINGEMENT, Customer. Notwithstanding any confidentiality obligations
ACCURACY OF INFORMATIONAL CONTENT, contained in the Agreement, the Supplier shall have the right
FITNESS FOR A PARTICULAR PURPOSE, AND to disclose information of the results of such audit or
CONDITIONS OF MERCHANTABLE QUALITY, inspection to SAP to the extent necessary for the purpose of
WHETHER ARISING BY STATUTE OR IN LAW OR the audit or inspection.
AS A RESULT OF A COURSE OF DEALING OR
USAGE OF TRADE, WITH RESPECT TO THE Article 8 – Intellectual Property Rights and Title
SOFTWARE, DOCUMENTATION, SUPPORT OR
OTHER SERVICES RELATED TO THE SOFTWARE. 1. All rights, title and interest, including copyright, patents,
NO WARRANTY IS MADE REGARDING THE trademarks, trade secrets and other intellectual property
RESULTS TO BE OBTAINED FROM ANY rights, subsisting in the Software, Documentation and other
SOFTWARE OR RELATED SERVICES, THAT ALL material relating to the Software and its updates and
ERRORS IN THE SOFTWARE WILL BE modifications (whether existing now or in the future) belong
CORRECTED, OR THAT THE SOFTWARE to SAP and its licensors, the Supplier or a third-party, and no
FUNCTIONALITY WILL MEET CUSTOMER’S other rights are granted to the Customer for the Software
REQUIREMENTS. CUSTOMER ACKNOWLEDGES except for the right to Use the Software in accordance with
CUSTOMER’S RESPONSIBILITY TO (a) REGULARLY the License.
MAKE BACK UP DATA, AND (b) ADEQUATELY
TEST THE SOFTWARE PRIOR TO DEPLOYMENT. 2. All rights, title and interest in the Software are reserved for
the Supplier and/or SAP until full payment of the
Article 7 – Customer Specific Obligations remuneration payable by the Customer.
1. Customer is responsible, at its own expense, for ensuring 3. The Customer undertakes to the widest reasonable extent
that its operating systems and computers are compatible with observe SAP’s interest in the rights of authorship and
the Software requirements and suitable for use with the copyright, and shall not remove any copyright notices or
Software. The Supplier assumes no liability over costs and other proprietary notices from the Software. The Customer
expenses incurred by the Customer arising out of the further acknowledges that the creation of liens and
Customer’s inability to Use the Software due to the assignment as security are not permitted over the Software
abovementioned reasons or other similar reasons or the media on which it is distributed.
attributable to the Customer.
4. Having regard to this Article 8 Section 1, it is agreed that the
2. The Customer shall: Supplier shall be informed of all claims made by third parties
a) ensure that the number of persons using the Software (excluding SAP, as the case may be) against the Customer
does not exceed their designated maximum number if based on infringement of such third parties’ intellectual
such number is specified in the License and/or Purchase property rights.
Order;
Appendix 1 License Agreement Estonia v1.3 20180628 3/6
5. If an infringement of the intellectual property rights of a
third party as a consequence of the Use of the Software in Article 9 – Systems Access, Data Security and Privacy
accordance with the License is alleged or, in the reasonable
opinion of the Supplier or SAP, is likely to occur, the 1. The Customer must, at its own expense, ensure that its
Supplier or SAP may, at its own reasonable discretion: computers, operating systems, networks and other software
and components used to operate the Software conform to
a. procure for the Customer the continued right to Use the the current IT safety standards and are protected against
Software at no additional charges to the Customer, or commonly known data security threats. The Customer must
b. replace the modified Software in such manner that no observe any applicable data protection laws in connection
third party rights are infringed provided that the with the Use of Software and the cooperation of the Parties
Software continues to essentially fulfil the functional under this Agreement.
characteristics according to the Documentation, or
c. if none of the foregoing alternatives can be achieved at a 2. The Customer gives its consent and, if required under the
reasonable cost, the Supplier may terminate the applicable data protection laws, undertakes to obtain the
Agreement and refund the prices paid by the Customer consent of its employees or other necessary consents for the
less an appropriate amount covering the period of actual processing of personal data for the following purposes of (if
Use of the Software by the Customer. any):
6. Under no circumstances shall neither the Supplier nor SAP a. the Supplier is entitled to use and transfer to SAP
be liable for any infringements of third party rights, which information about the Customer as far as this is useful
are caused: for the further development of the Software and/or the
provision of Consulting Services, Education Services or
a. by modifications of the Software which are not approved Maintenance Services, provided the confidentiality of
by the Supplier or SAP, or the Customer’s trade secrets is maintained;
b. by the Use of the Software or parts thereof in connection b. the Supplier, SAP or any third party authorized by SAP,
with other products, processes or materials not supplied, shall be entitled to contact employees of the Customer
recommended or approved for Use in connection with for surveys regarding the satisfaction of the Customer
the Software by SAP, or with the Software and/or the Consulting Services,
c. by the fact that the Customer continues to Use a Education Services or Maintenance Services;
particular Version, Release or Correction Level of the c. SAP shall also be entitled to directly contact the
Software after being notified of the possibility of an Customer for risk and quality management purposes;
infringement and after having been supplied by the d. the Supplier shall be entitled to use any data or
Supplier or SAP with a modified Version, Release or information provided by Customer for its internal
Correction Level which would have avoided the alleged business or any marketing purposes, and transfer the
infringement, unless the Customer demonstrates that the same to SAP for the said purposes.
request to utilize such modified Version, Release or
Correction Level constitutes an unreasonable burden for 3. Furthermore, the Customer consents to the Supplier having
the Customer, or the right to carry out system measurements of the
d. by the Use of other than the latest Release, Correction Customer’s systems for the purpose of measuring the
Level or Version of the Software, as provided by the utilization of the Software by the Customer and that the
Supplier or SAP to the Customer for remedying the Supplier has the right to make the logs available to SAP. In
infringement of third party rights, unless the alleged addition, the Customer consents that SAP or any third party
infringement would also have occurred in the case of the authorized by SAP shall be entitled to carry out such system
Use of such Release, correction Level or Version of the measurements at the systems of the Customer directly.
Software or unless the Customer demonstrates that the
request to utilize such latest Release, Correction Level or Article 10 – Confidentiality
Version of the Software constitutes an unreasonable
burden for Customer. 1. Each Party shall treat as confidential all Confidential
Information of the other Party acquired in connection with
7. Except in cases of intent or gross negligence any claims as a this Agreement. Such Confidential Information shall only be
result of infringement of the intellectual property rights of a used in accordance with the purposes of the Agreement and
third party as a consequence of the Use of the Software in may not be disclosed to any third parties. Each Party shall
accordance with the License are barred commencing ten (10) treat the Agreement and its terms as Confidential
months after delivery of the Software. However, the time Information of the other Party.
before the bar comes into effect is tolled while, with the
Customer’s consent, the Supplier or SAP is checking the 2. Notwithstanding Article 10 Section 1 above, the Supplier
existence of an alleged infringement or is remedying an may disclose necessary information (whether Confidential
alleged infringement, until the Supplier or SAP informs the Information or not) regarding the Customer to SAP for the
Customer of the results of its check, gives notice that the purpose of performing its duties under or otherwise relating
remedy is complete, or refuses to remedy the infringement. to the execution of the Agreement. By entering into the
The time bar comes into effect no earlier than two (2) Agreement the Customer gives its consent to the above
months after the end of the toll. disclosures by the Supplier.
8. The Customer shall indemnify and hold harmless the 3. Confidential Information shall not include information that:
Supplier and SAP from and against any claims, demands,
damages and costs the same may incur as a consequence of a. has become generally known or accessible through no
any infringement of intellectual property rights of third fault of the receiving Party;
parties caused by any of the foregoing circumstances or the b. was in the possession of the receiving Party or known to
use of the Software not in accordance with the Agreement. it or brought in material form by the receiving Party
Appendix 1 License Agreement Estonia v1.3 20180628 4/6
before the receipt from the disclosing Party without 6. The Supplier assumes product liability towards the Customer
infringing any confidentiality obligations; only to the extent that such liability is mandatory under
c. was independently developed by the receiving Party applicable national legislation. The Supplier does not assume
without the use of Confidential Information; product liability to any further extent.
d. was lawfully disclosed to the receiving Party by a third
party not bound by any confidentiality obligation in 7. The limitations mentioned above do not apply to liability for
respect of such information; damages caused by intentional act or gross negligence.
e. was revealed by the receiving Party after prior written
consent of the disclosing Party; or Article 12 – Term and Termination
f. has to be disclosed according to statutory law or
regulation if this requirement is made known to the 1. Each individual License shall enter into force upon
disclosing Party without any undue delay and the scope acceptance/confirmation of a Purchase Order by the
of such disclosure is restricted as far as possible, or Supplier and, unless specified otherwise in EULA or
information that has to be disclosed due to a court applicable PSLT’s, shall remain in force thereafter, unless
decision if the disclosing Party is informed of this terminated in accordance with this Agreement, EULA or
decision without undue delay and there is no possibility PSLT’s.
to appeal against such decision.
2. In addition to what has been set forth elsewhere in this
4. The Parties shall only make Confidential Information Agreement the Supplier may terminate this Agreement by
accessible to employees or third parties to the extent notifying the Customer thereof in writing if its rights under
necessary to perform the obligations under or use the the PartnerEdge Channel Agreement VAR with SAP to
Software in accordance with the License granted under the distribute, market and sell Software, provide related services
Agreement, and provided that such persons are put under a and/or grant Licenses are revoked, lapsed or otherwise
corresponding confidentiality obligation. The Parties may terminated either wholly or in part, or if these are limited in
disclose this Agreement to government agencies and other any respect, with effect to the date such event becomes
persons with a legitimate need for the information. effective.
5. The foregoing confidentiality obligation shall survive the 3. Either Party may terminate this Agreement by notifying the
termination of this Agreement. other Party thereof in writing:
Article 11 – Claims and Limitation of Liability a. if the other Party is in breach of the Agreement and, if
remediable, does not remedy the breach within ten (10)
1. The Customer acknowledges and agrees that any claim that days after being notified thereof; and
the Customer might have arising out of or relating to the
Agreement, the provision of the Software or the Customer's b. with immediate effect, if the other Party becomes
Use (or inability to Use) the Software shall be brought against insolvent, an application to initiate insolvency
the Supplier and no other party (including, but not limited to proceedings or composition proceedings against the
SAP or SAP AG). other Party has been rejected for lack of assets,
executions against the Customer have been fruitless, or
2. The Supplier shall in no event be liable to the Customer for execution measures against the Customer have been
indirect damages, including but not limited to damages initiated and not cancelled within one month (e.g.
resulting from loss of income, loss of profit, loss or cancellation of an attachment).
disruption of data, loss of anticipated savings, loss of
goodwill, loss of contracts, business interruption, lost or 4. Termination of this Agreement and/or a License shall not
wasted management time or time of other employees or relieve the Customer from paying all fees accruing prior to
contractors and any other incidental or consequential losses. termination and shall not limit either Party from pursuing
any other available remedies.
3. The total liability of the Supplier arising out of this
Agreement shall not under any circumstances exceed an 5. When a License ends, the Customer must cease all use of the
amount equal to the license fees paid for the Software for Software and Documentation, and must furthermore return
one (1) contractual year, during which the event giving rise to the Supplier any material belonging to the Supplier and/or
to the claim occurred. Any liability which cannot be excluded SAP, including but not limited to Software, Documentation,
by law is not excluded. Software Development Tools and Proprietary Information
whether in hardcopy or softcopy, without retaining any
4. The Supplier shall not be liable to the Customer for any loss copies thereof. Upon the Supplier’s request, the Customer
arising out of any failure by the Customer to keep full and agrees to confirm the above in writing.
up-to-date back-up copies of the Software and data it uses in
accordance with best computing practice. 6. Provisions in the Agreement relating to the protection of the
Supplier’s or SAP’s intellectual property rights and
5. Except in cases of intent or gross negligence any and all Proprietary Information shall survive the termination of this
claims against the Supplier in contract, tort, or otherwise are Agreement and/or the License.
barred after a period of ten (10) months from the date on
which the Customer obtains knowledge of the damage; Article 13 – Export restrictions
irrespective of this knowledge, such claims are barred at the
latest two (2) years from the date of the damaging event. The 1. The Customer acknowledges that the Software or parts of
provisions in this Article 11 Section 5 do not affect the other the Software and related technical information are subject to
time bars for claims out of defects as to quality (Article 6, U.S. and/or European or other export control laws,
Section 8) and defects in title (Article 8, Section 7). including applicable national laws, which may prohibit their
Appendix 1 License Agreement Estonia v1.3 20180628 5/6
delivery to certain countries. The Customer undertakes not 6. Subject to what has been set forth under Section 7 of the
to export or re-export Software or technology in connection main body of the Agreement about the Supplier’s right to
therewith contrary to the export control regulations of the change the terms of the Agreement, all other amendments to
United States of America, the European Community, the Agreement shall be made in writing and shall be signed
applicable national laws and regulations, and other export by both Parties in order to be binding.
control laws in the area of the European Community and, in
particular to obtain the required export licenses. The Article 16 – Governing Law and Jurisdiction
Customer is responsible for obtaining the necessary export-
license if the Software, subject to the Agreement, is 1. The Agreement shall be governed by, and construed and
transferred to another location. enforced in accordance with the laws of Estonia, without
regard to conflict of law principles.
Article 14 – Force Majeure
2. Any disputes arising out of or in connection with this
1. If the performance of the Agreement or any obligation under Agreement, including any disputes regarding the existence,
it is prevented, restricted or interfered with by reason of any validity or termination, shall be settled by arbitration in
act of God, act of government, war, terrorism, riots, strike or accordance with the Rules of the Arbitration Court of the
labour dispute, embargo, acts of civil or military authority, Estonian Chamber of Commerce and Industry and in force
failure of transportation, facilities or energy sources, fire or at the time when such proceedings are commenced. The
flood or other casualty, internet or telecommunications number of arbitrators shall be three (3). The arbitration
failure, or failure of subcontractors or suppliers arising from referred to above is the Arbitration Court of the Estonian
a like cause, or from any other cause not arising within the Chamber of Commerce and Industry.
reasonable control of the affected Party, the affected Party
shall be excused from such performance for so long as and
to the extent that such force majeure event prevents, restricts
or interferes with that Party’s performance. If such
conditions continue for a period of more than three (3)
consecutive months, either Party shall have the right to
terminate the Agreement upon twenty (20) days prior written
notice to the other Party.
Article 15 – Miscellaneous
1. The Agreement may not be assigned or transferred in whole
or in part by the Customer without the Supplier’s prior
written consent. Any such purported assignment shall be
void. The terms and conditions of this Agreement shall be
binding upon any permitted assignees or transferees.
However, the Supplier may assign this Agreement to any
company belonging to the same group of companies or to
SAP or to another company appointed by SAP, if necessary
for the performance of the Agreement.
2. The Agreement, together with its Appendices forms the
entire agreement of the Parties relating to the subject matter
hereof and supersedes all previous and contemporaneous
agreements, communications, representations, or
agreements regarding the same subject matter.
3. All notices relating to this Agreement shall be in writing and
delivered in person, by overnight delivery service or first
class prepaid mail with return receipt requested, to the
address of the other Party specified above or the address
specified by such Party in accordance with this Section, and
shall be deemed to be given when delivered if delivered in
person or by overnight delivery service and upon the
expiration of seven (7) days after sending if sent by mail,
unless the return receipt provides an earlier date.
4. Should any provision in this Agreement be or become
ineffective or if this Agreement is incomplete, this will not
affect the validity of the remaining provisions of this
Agreement. The ineffective provision must be replaced by
an enforceable provision that achieves as nearly as possible
the business purpose, intent and economic effect of the
ineffective provision.
5. The failure or delay by either Party to enforce any term of
the Agreement shall not be deemed a waiver of such term.
Appendix 1 License Agreement Estonia v1.3 20180628 6/6
Appendix 2
End User License Agreement
between
S.Y.B. ESTONIA OÜ
(hereinafter: “Licensor”)
and
Tervise ja Heaolu Infosüsteemide Keskus
Uus-Tatari 25, 10143, Tallinn
(hereinafter: “Licensee”)
WHEREAS, Licensee has entered into an agreement with Licensor for the supply and -
where applicable - maintenance of Software (as defined hereinafter) and/or services relating
to the Software ("Software Supply Agreement");
WHEREAS, Licensor has entered into a reseller agreement (PartnerEdge Channel
Agreement VAR) with SAP (as defined hereinafter);
WHEREAS, Licensee hereby enters into a license agreement with Licensor;
NOW, THEREFORE, Licensee agrees that it has agreed to and is bound by the following
terms:
1. DEFINITIONS
1.1. "Affiliate" means a corporation located in the Territory in which Licensee owns more
than fifty percent (50%) of the corporation's voting rights. Any such entity shall be
considered an affiliate for only such time as Licensee continues to own such equity
interest.
1.2. “Business Third Party” means any third party that requires access to the Software
in connection with the operation of Licensee’s business including, but not limited
to, auditors, Licensees´ distributors and suppliers.
1.3. "Correction Level" means a change in the Software as between Versions and is
identified by the letter following the Version identifier (e.g., 2.1(a)).
1.4. "Designated Unit" means each individual computer in which the Software and Third
Party Database are installed.
1.5. "Documentation" means SAP AG's standard documentation, in any medium, which
is delivered to Licensee under this Agreement, including SAP AG's standard
manuals, training materials, program listings, data models, flow charts, logistical
diagrams, functional specifications, instructions, and complete or partial copies of
the foregoing.
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1.6. "Extension" means a separate, stand-alone application or interface outside of the
Software source code developed or created with the Software Development Tools.
Extensions do not include other modifications and enhancements to the Software
itself.
1.7. “Improvement” means any addition or modification to the Software that is
patentable or if not patentable, provides a significant and measurable commercial
or economic benefit or advantage as determined by the licensor.
1.8. “License Agreement” means this End User License Agreement.
1.9. "Modification" means a change to the Software which changes the source code.
1.10. “Named Users” means any combination of users licensed to use the Software under
the License Agreement.
1.11. "Non-Productive Use" means Use of the licensed Software solely for Licensee's
internal training for its permanent staff to enable them to use the Software directly
to operate the business of Licensee or internal testing or developmental work in
support of Licensee’s Productive Use environment.
1.12. "Productive Use" means Use of the Software solely to operate Licensee's business.
1.13. "Program Concepts" means the concepts, techniques, ideas and know-how
embodied and expressed in any computer programs or modules included in the
Software, including their structure, sequence and organization.
1.14. "Proprietary Information" means: (i) with respect to SAP and SAP AG: the Software
and Documentation and any complete or partial copies thereof, the Program
Concepts, Third-Party Database, any other third-party software licensed with or as
part of the Software, and benchmark results; and (ii) information reasonably
identifiable as confidential and proprietary information of SAP, SAP AG or Licensee
or their licensors excluding any part of the SAP, or SAP AG or Licensee Proprietary
Information which: (a) is or becomes publicly available through 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 matter of right.
1.15. "Release" means each issuance of the Software, excluding third party software,
identified by the numeral to the left of the decimal point (e.g., 3.0).
1.16. "SAP AG" means SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung, a German corporation, with offices located in Walldorf,
Germany.
1.17. “SAP” means the subsidiary of SAP AG with whom Licensor has entered into a
reseller agreement (PartnerEdge Channel Agreement VAR).
1.18. "Service Bureau" means Use of the Software or access to the Software for the
purposes of operating or managing the business operations of a third party,
including but not limited to the provision of outsourcing services.
1.19. "Software" or "SAP Software" means: (i) Business One Software and/or All-in-One
Software as specified in the Software Supply Agreement, comprising the executable
machine programs and their associated written documents, notably Documentation
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developed by or for SAP and/or SAP AG but excluding Third-Party Database, 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. The Software Development Tools
are not part of the Software; such Software Development Tools may only be used
subject to a separate license agreement. To the extent as described in the
Documentation, the Software may include the Software Development Kit
Implementation Version.
1.20. "Software Development Kit Implementation Version" means (i) the SAP Software
Development Kit, including user interface components, contained in the Version
available as of the date of this Agreement, developed by or for SAP and/or SAP AG
and delivered to Licensee with the Software that is used solely for Non-Productive
Uses in the implementation and configuration of the as-delivered Software; (ii) any
Releases, Versions, or Correction Levels of such Software Development Kit as
contemplated by this Agreement (if any); (iii) any other SAP software tools for SAP
Software delivered by Licensor hereunder for the purpose stated in this definition;
and (iv) any complete or partial copies of any of the foregoing.
1.21. "Software Development Tools" means any development tool (software in object
code as well as Documentation in softcopy and/or hardcopy) provided by Licensor
in relation to the Software for Non-Productive Uses in the development of
Extensions on the basis of the respective software supply agreements ("Software
Development Tools License Agreements"). The Software Development Tools may
include the Software Development Kit Development Version ("SDK") or maybe
included with the licensed ABAP workbench. The term "Software Development
Tools" includes (i) any releases, versions, or correction levels of such Software
Development Tools; and (ii) any complete or partial copies of any of the foregoing.
1.22. "Territory" means the location where the Software is installed provided at all times
that the installation may only occur in a single country.
1.23. "Third-Party Database" means any third-party proprietary database software
licensed through Licensor to Licensee, if any.
1.24. "Use" means to directly or indirectly load, execute, access, employ, utilize, store, or
display the Software.
1.25. "Version" means each issuance of each Release of the Software, excluding third
party software, identified by the numeral to the right of the decimal point (e.g., 3.1).
2. LICENSE GRANT.
2.1 Grant of License.
(a) Subject to the terms and conditions of this License Agreement, Licensor grants
and Licensee accepts a non-exclusive, perpetual (unless terminated in accordance
with Section 4 herein) license to Use the Software (independent whether the
Software is delivered in source or object code), Documentation, other SAP
Proprietary Information and Third-Party Database (where licensed through Licensor)
provided by Licensor to Licensee, at specified site(s) within the Territory for
Productive and Non-Productive Uses. This license does not permit Licensee to: (i)
Use the Software, Documentation, other SAP Proprietary Information and Third-
Party Database for a Service Bureau application; or (ii) sublicense or rent the
Software, Documentation or Third-Party Database; or (iii) provide training to any
Appendix 2 License Agreement Estonia v1.3 20180628 Exh5_EMEA_NEWS_EULA_v2.1_200608_en.doc 3/9
third party except as specifically provided hereunder; or (iv) Use the Software for
the control of power stations or mass transportation. Licensee may Use the Software
Development Kit Implementation Version solely for the purposes of implementing
the Software for Licensee, and for no other purposes whatsoever, unless otherwise
agreed between Licensee and Licensor.
(b) Licensee agrees to install the Software and Third-Party Database only on
Designated Unit(s), intranet server(s) or internet server(s) as identified by Licensee
in a schedule to the Software Supply Agreement and which have been previously
approved by Licensor in writing. Any individuals directly or indirectly accessing the
Software on behalf of Licensee, its Affiliates or Business Third Parties must be
licensed as Named Users. The maximum number of Named Users licensed to
directly or indirectly access the Software, and/or Third Party Database, shall be as
specified in the authorized order form submitted by Licensee to Licensor for
marketing and distribution of the Software. Licensee shall promptly provide written
notice to Licensor if the number of Named Users exceeds such maximum numbers.
(c) Licensee may transfer the Software and Third-Party Database from one
Designated Unit to another at no additional license fee, and shall provide written
notice to Licensor within five business days of such installation. The Software and
Third-Party Database must be promptly deleted in their entirety from the Designated
Unit no longer in Use and from each back-up copy for that Designated Unit.
(d) Licensee may transfer the rights granted to it herein to third parties only in its
entirety and if it (i) has given Licensor and/or SAP and/or SAP AG prior notice thereof
in writing, (ii) has arranged for the recipient to confirm in writing that the provisions
of the License Agreement about the scope of user rights are binding on it, (iii)
promptly deletes any copies of the Software in their entirety and from each back-up
copy, and (iv) does not keep any copies of the Software, Documentation, and other
SAP Proprietary Information.
(e) Licensor and/or SAP or SAP AG, as the case may be, retain all rights in the
Software, the Proprietary Information and the Documentation which are not
expressly granted to Licensee under the License Agreement. Unless stipulated
expressly in this License Agreement, Licensee is not granted any rights to or with
regards to the source code of any Software.
(f) The Use of the Software requires a license key issued upon Licensor's request by
SAP AG.
(g) The license is provided “as is” and without warranty of any kind. All warranties,
whether express or implied, are disclaimed and excluded, including but not limited
to the implied warranties of merchantability, fitness for a particular purpose and
infringement. The entire risk as to the quality and performance of the license is with
Licensee.
(h) Licensee will make no warranty, guarantee or representation, whether written or
oral, on Licensor´s behalf.
(i) Licensor shall not be liable to Licensee or any other person or entity for incidental,
special or consequential damages or the loss of anticipated profits arising from any
performance under, or breach of this License Agreement even if notice is given of
possibility of such damages.
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2.2 Authorization of Licensee to Use the Software for Benefit of Affiliates.
Licensee shall be authorized to Use the Software and Third-Party Database for
Productive Use on behalf of its Affiliates provided that: (i) each Affiliate shall first
sign and deliver to Licensor an agreement to be bound by the terms herein in the
form set forth in the License Agreement and shall confirm this vis-à-vis Licensor; (ii)
all individuals directly or indirectly accessing the Software on behalf of Affiliates
shall be licensed as Named Users; (iii) the Software and Third-Party Database shall
not be installed at Affiliate's sites.
2.3 Authorization of Business Third Parties to Access the Software.
Licensee shall be authorized to permit Business Third Parties to have access to the
Software in order to assist Licensee in its Use of the Software hereunder provided
(i) each Business Licensor; (ii) all individuals directly or indirectly accessing the
Software on behalf of Business Third Parties shall be licensed as Named Users; (iii)
Business Third Parties are expressly limited to screen access to the Software; (iv)
in no circumstances may Business Third Parties have access to the Software source
code; (v) in no circumstances shall Business Third Parties Use the Software to
operate or manage the business of such Business Third Parties.
2.4 Decompilation.
Licensee may not disassemble, decompile, retranslate or apply other procedures
to Software in order to discover the source code of the Software. This does not
apply if any such procedure is indispensable in order to obtain information
necessary in order to create interoperability of an independently created computer
program with the Software provided that information is not made available to
Licensee by Licensor despite a written request from Licensee to Licensor within a
reasonable period of time. Any information obtained by means of such action must
not be used for purposes other than achieving interoperability and, in particular,
not be passed on to third parties unless this is indispensable in order to achieve
the interoperability. In particular, any such information may not be used for the
development, production or marketing of computer programs which are essentially
similar to the Software.
2.5 Archival Copy; Restriction on Copies; Legends to be Reproduced.
Licensee may make one (1) copy of the Software for archival purposes and such
number of backup copies of the Software as is consistent with Licensee's normal
periodic backup procedures. Licensee shall maintain a log of the number and
location of all originals and copies of the Software. Licensee may reproduce or copy
any portion of the Documentation into machine-readable or printed form for its
internal use and only as required to exercise its rights hereunder. Licensee shall
include, and shall under no circumstances remove, SAP´s or SAP AG's and its
licensors' copyright, trademark, service mark, or any other proprietary notices on
any complete or partial copies of the Software, Documentation, Third-Party
Database, or SAP Proprietary Information in the same form and location as the
notice appears on the original work.
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2.6 Modifications.
a) Unless as stipulated otherwise in this License Agreement, Licensee shall not
modify or alter the Software in any manner or through any means whatsoever,
including without limitation to, the creation of derivative works or Modifications.
b) For All-in-One Software, Licensee may modify the Software and holds all rights
to such All-in-One Modifications. However, prior before making any
Modifications, Licensee must obtain a startup code from SAP or SAP AG through
its Licensor.
c) SAP or SAP AG are entitled to require the exclusive transfer of all rights to
Modifications from Licensee in return of a suitable remuneration based on a fair
market value. In this case, SAP or SAP AG shall grant Licensee the same rights
to the Modifications as have been granted by Licensor to Licensee for the
Software.
d) All All-in-One Modifications, which are not within a supported business scenario
require a full usage license to be obtained by Licensee from Licensor.
2.7 Extensions and SAP's rights in the Software.
(a) Licensee may develop Extension(s) to the Business One Software, other than
third party software, solely through use of the Software Development Tools, and
in accordance with the Software Development Tools License Agreement.
(b) Licensee may develop Extensions to the All-in-One Software, other than third
party software, through use of the Software Development Tools. However, the
Extension needs to support an existing business scenario, which is deployed
on the same installation and connected to the Software via an interface, which
has to be approved by SAP or SAP AG. The Licensee holds all rights to such All-
in-One Extensions.
(c) The Use of any Business One Software Extension (whether developed by
Licensee or acquired from Licensor or any other third party) requires a runtime
license to be granted separately by Licensor for the Software Development Tools
and a corresponding license key issued upon Licensor's request by SAP AG.
(d) The Use of All-in-One Software Extensions, within a supported business
scenario, is included in the respective runtime license for the specific
infrastructure technology licensed from Licensor to Licensee. The Use of any
All-in-One Extension not within the supported business scenario require a full
usage license to be obtained by Licensee from Licensor.
(e) Under no circumstances shall Licensee infringe upon SAP's or SAP AG´s rights
in the Software. Examples (without limitation) for such infringements are: (i)
changing the source code to the Software except to the extent stipulated in
section 2.6 of this License Agreement; or (ii) using or accessing the Software in
order to develop any application or interface functionality that accesses the
Software's functionality or any database used with the Software in any manner
other than by using the Software Development Tools; or (iii) by means of the
Extension, allowing the total number of users directly or indirectly accessing the
Software, and/or any database used with the Software, through any third party
software to be greater than the total number of users licensed for Use of the
Software.
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3. License for Application Database.
The Software requires a Third-Party Database which may be licensed through
Licensor from a third-party database licensor ("Runtime License") or directly as a
full license ("Full License") from a third-party database licensor. In the event a
Runtime License is licensed through Licensor, such runtime version shall be limited
to Use by Licensee for Productive and Non-Productive Use of the Software licensed
hereunder.
4. Term and Termination.
The license granted under the License Agreement shall become effective and shall
continue in effect thereafter, unless terminated with good cause.
Such good cause only exists if it is unacceptable for the Licensor to continue the
License Agreement in the view of all circumstances of the particular case and
balancing the parties' interests; for example, such good cause is present in the case
of an act of Software piracy attributable to the Licensee, and which amounts to a
criminal offence for the acting individuals.
5. Governing Law
These terms shall be controlled and construed by the laws applicable at the place
of incorporation of Licensor.
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Exhibit 1
SAP Solution Manager Enterprise Edition
Additional License Terms for SAP Enterprise Support
1. LICENSE GRANT
1.1 Subject the Licensee purchasing the SAP Enterprise Support from the Licensor for all the
SAP Software licensed by Licensee, if the Licensee is operating its own SAP Solution
Manager Enterprise Edition in relation to the support and maintenance of the Software, the
Licensee is hereby granted the right to use the SAP Solution Manager Enterprise Edition
solely for the following purposes under SAP Enterprise Support:
(a) delivery of SAP Enterprise Support and support services for Licensee solutions
including delivery and installation of software and technology maintenance for
Software licensed by Licensee which is covered by SAP Enterprise Support excluding
Software to which special support agreements apply (“Enterprise Support Solutions”);
and
(b) application lifecycle management for Licensee solutions and for any other software
components and IT assets licensed or otherwise obtained by Licensee from third
parties provided such third party software, software components and IT assets are
operated in conjunction with Enterprise Support Solutions and are required to
complete Licensee’s business processes as documented in the solution
documentation in SAP Solution Manager Enterprise Edition (“Additional Supported
Assets”). Such application lifecycle management is limited solely to the following
purposes:
• implementation, configuration, testing, operations, continuous improvement
and diagnostics
• incident management (service desk), problem management and change
request management as enabled using SAP CRM technology integrated in SAP
Solution Manager Enterprise Edition
• administration, monitoring, reporting and business intelligence as enabled using
SAP Net-Weaver technology integrated in SAP Solution Manager Enterprise
Edition. Business intelligence may also be performed provided the appropriate
SAP BI software is licensed by Licensee.
2. LIMITATIONS
2.1 Licensee may not use SAP Solution Manager Enterprise Edition for
(a) CRM scenarios such as service plans, contracts, service confirmation management,
except as CRM scenarios are expressly stated above in Section 1.1 (b) above ;
(b) SAP NetWeaver usage types other than those stated above or
(i) application life-cycle management and in particular incident management
(service desk) except for Licensee’s solutions and Additional Supported
Assets and
(ii) non-IT shared services capabilities, including without limitation HR, Finance
or Procurement.
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2.2 All rights to the SAP Solution Manager Enterprise Edition and associated services are
owned by SAP. Any use by Licensee of the SAP Solution Manager Enterprise Edition shall
be limited to the extent needed to receive the software support and maintenance services
in accordance with Licensor’s Support Plan for SAP Enterprise Support.
2.3 Licensee may not transfer the usage rights granted under this License Agreement or these
SAP Solution Manager Enterprise Edition Product Specific License Terms to the SAP
Solution Manager Enterprise Edition to any third party.
2.4 The Customer’s usage rights to the SAP Solution Manager Enterprise Edition shall
terminate upon the earlier of:
(a) termination of the reselling agreement between SAP and Licensor;
(b) termination of the support agreement between Licensor and Licensee; or
(c) termination of the support agreement between Licensor and SAP with regards to
Licensee.
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