Terms Of Use

Scope

SLRIS created and maintained the Accelerated Payroll Solutions Tool referenced collectively as UiAps herein, including all related applications added to the tool occasionally. The services and information provided via UiAps (Payroll Accelerator tool) might include but are not limited to articles, information, data, code, text, software or related documentation, documentation, product specification, application program interface specifications, concepts, designs, programming techniques and programming concepts, flow charts, graphics, images, training, and other services as well as marketing material around SAPs products and services (collectively Materials). This Terms of Use Agreement shall be collectively referenced as TOU herein.

Acceptance of Terms

Unless otherwise agreed to in a separate signed writing, your access and use of UiAps, Materials, or any services provided on UiAps (any Services), are subject to this TOU. Your use of UiAps, Materials, and Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any, Additional Legal Terms), which may be posted on UiAps where applicable. This TOU and the applicable Additional Legal Terms (together Controlling Terms) form a legally binding agreement between You and SLRIS regarding Your access and use of UiAps, Materials, and Services. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. Whenever there is a conflict between the terms in this TOU and Your software license, partnership, and/or maintenance agreement, the terms of this TOU shall control Your access and use of UiAps, Materials, and Services.

By accessing or using UiAps, you accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, you must not attempt to access or use UiAps.

Changes and Notices

SLRIS may change this TOU and modify, change, or discontinue any part or all of UiAps, Materials, and/or Services at any time. SLRIS may notify You of any changes to this TOU, UiAps, Materials, and/or Services when You visit UiAps, via email, or by providing information on such update in another form. SLRIS may change its products, service offerings, software, and other Materials or Services at any time and without notice.

The most current version of this TOU can be accessed by clicking Terms of Use which is included at the bottom of each web page comprising UiAps.

Confidential Information

You agree not to reproduce any Confidential Information (defined below) to which you are provided access through UiAps in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of SLRIS and/or its original owner and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure, and (c) not to disclose any Confidential Information to any party (i) without the prior written consent of SAP and (ii) only to bona fide individuals whose access is necessary to enable You to exercise Your rights under any applicable agreements with SLRIS. You do not acquire any rights in Confidential Information except the limited rights described above. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute, or create derivative works based on Materials or Services or compete with Materials or Services in whole or in part. As used herein, Confidential Information shall mean all trade secrets and other information, Materials, or Services that SAP or third parties protect against unrestricted disclosure to others that are either labeled Confidential, accessed through UiAps, according to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure. Reasonable steps mean those steps You and/or Your company take to protect Your similar Confidential Information, which shall not be less than a reasonable standard of care. You shall not be obligated to treat information as Confidential Information if such information (i) was rightfully in Your possession before receipt from or disclosure by SLRIS; (ii) is or becomes public knowledge other than through Your fault; (iii) is or was rightfully disclosed to You by a source other than SLRIS or any party under their respective control; (iv) is independently developed by You without use of the Confidential Information disclosed hereunder; or (v) must be disclosed by You according to mandatory applicable law. You are not permitted to access UiAps or third-party Confidential Information that You are not explicitly licensed to use as outlined in Your software license, partnership, and/or maintenance agreement.

Your User Information

Your user ID and password (User Information) are provided to You for Your access to UiAps. You have to keep Your User Information secure. You are solely responsible for the usage and security of Your User Information and any activities that occur under Your account. You agree not to share your User Information with any third party other than (i) with SLRIS prior written consent or (ii) bona fide individuals whose access is necessary to enable You to exercise Your rights under any applicable agreements with SLRIS. You agree to notify SLRIS immediately upon discovering any unauthorized use of Your User Information.

Information on Other Individuals

You will take the steps required under applicable data protection law for SLRIS to be able to process Individual’s data for the purposes set out herein and the Privacy Statement of UiAps, including, in particular, to inform the affected data subjects and respond to any of their requests.

Privacy

Please find the Privacy Statement for UiAps separately outside of these TOU.

Copyright Policy

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works infringes the copyright holder’s rights. You agree that You will not use UiAps to infringe the Intellectual Property Rights of SLRIS or others in any way. You must not remove, overprint, or deface any notice of copyright, trademark, logo, legend, or other ownership information from any originals or copies of third-party software or Materials accessed on UiAps. As used herein, Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights, including applications for any of the preceding, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

You agree to comply with the terms of the SLRIS Copyright Policy, which can be found BELOW OR by clicking on Copyright and Trademarks at the bottom of EACH web page comprising UiAps.

Responsibility for Links

UiAps may contain links to external Web sites and information provided on such external websites by SLRIS partners and third-party service providers. SLRIS shall not be responsible for the contents of any linked website or any changes or updates to such sites. You further agree that SLRIS shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods, or services available on or through any such linked website.

Intellectual Property Rights

Your access to and use of any software provided on UiAps is subject to Your separate software license, partnership, and/or maintenance agreement for such software, which this TOU supplements. All Intellectual Proprietary Rights to Software, Materials, and Services shall belong to SLRIS. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any SLRIS software, Materials, or Services for any reason unless otherwise permitted by law. You hereby agree to assign and do assign to SLRIS any modifications or derivative works of any SAP software, Materials, or Service made by You in contravention of this limitation.

You may provide input regarding UiAps, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement, or enhancement of UiAps (collectively “Feedback”). All Feedback is provided at the sole discretion of You. For SLRIS to utilize such Feedback, You grant to SLRIS a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to SLRIS licensees and customers under all Your relevant intellectual property rights, to use, publish, and disclose such Feedback and to display, perform, copy, make, have made, use, sell, and otherwise dispose of SLRIS and its sublicensee’s products or services embodying Feedback in any manner and via any media SLRIS chooses, without reference to the source. SLRIS shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind concerning You and/or Your representatives.

Permissible Use of UiAps and UiAps Materials

Usage of Materials and Services provided on UiAps is permitted only for Your sole business purpose in the scope of this TOU and Your valid software license, partnership agreement, and/or maintenance agreement for SLRIS software. Software, Materials, and/or Services made available on UiAps may not be accessed, used, or distributed by or to any third party unless stated otherwise in Your valid software license, partnership, and/or maintenance agreement. This restriction notwithstanding, Materials and Services may be accessed and used by third parties as long as such third party acts on Your behalf or as Your subcontractor and in the scope of Your valid software license, partnership, and/or maintenance agreement and solely for Your sole business purposes. You are responsible for ensuring that any service of such third party complies with this TOU and the requirements of such software license, partnership, and/or maintenance agreement.

You are permitted to use UiAps only in strict compliance with the terms of this TOU and Your valid separate software license, partnership, and/or maintenance agreement, so long as Materials and Services are not being gathered for use in any manner which is or could be detrimental to SLRIS (unless such use is otherwise protected by law).

Use of UiAps for any other purpose is prohibited without the express permission of SLRIS.

Termination and Accountability

If You are in material breach of the Controlling Terms, SLRIS may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of UiAps. SLRIS may remove any Materials posted on UiAps at SLRIS’s sole discretion in compliance with its respective software license and maintenance agreements. SLRIS shall not be liable to You or any third party for any termination or change to UiAps and/or the Materials and Services unless provided otherwise in its respective software license and maintenance agreements.

SLRIS has limits to ensure the availability of UiAps to all authorized users. Those limits protect UiAps from interference and disruptions that may damage the network, including poor performance speeds and shutdowns related to excessive usage or traffic on UiAps. Further, SAP reserves the right to change or modify any limits placed on Your use and access to UiAps, at any time and without notice, that SLRIS, in its sole discretion, determines are needed to protect UiAps.

You agree not to use UiAps to:

Publish, upload, post, email, transmit or otherwise make available any content that (a) You do not have the right to make available, (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable; (c) infringes any Intellectual Property Rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;
defame, harass, abuse, stalk, threaten or violate the legal rights of others, such as rights of privacy and publicity;
impersonate any person or entity, including, but not limited to, a SLRIS official, SLRIS employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
forge email headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Services;
interfere with or disrupt the Services, servers, or networks that support the Services, including exceeding any limits imposed by SLRIS on UiAps, harm UiAps in any way, effectuate a denial-of-service attack or the equivalent, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services, including any messages or notices received from SLRIS regarding Your use;
violate any applicable local, state, national, or international law and any regulations; or
harvest, collect, or store personal information or data of other users.

Indemnity

You agree to indemnify and hold SLRIS, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your Content or Your usage of UiAps, Materials or Services, Your breach of this TOU or SLRIS Copyright or Privacy Statements, or Your alleged violation of any other rights of a third party.

Exclusion of Software Warranties

Unless provided otherwise in Your software license, partnership, and/or maintenance agreement, SLRIS does not guarantee or warrant any features or qualities of UiAps, Materials, or Services or give any undertaking concerning any other quality. To the fullest extent allowable by law, SLRIS hereby disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Statements and explanations to UiAps, Materials, or Services in promotional material or on UiAps and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by You from any published SLRIS description of or advertisement except to the extent SLRIS has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of SLRIS management.

SLRIS does not represent or endorse the accuracy or reliability of any (i) links to web pages of third parties contained on UiAps, the content obtainable on such web pages, or (ii) information provided by third parties on UiAps. SLRIS only reviews whether the content of such web page at the time it was linked and information provided by third parties on UiAps evidently contains illegal content or infringements against intellectual property rights. SLRIS will not permanently control and/or review the linked web pages and the information provided by third parties. However, upon sufficiently proven indication in SLRIS discretion, the respective link and/or information will be removed. SLRIS shall not be liable for damages caused by the use of the content and/or information unless such damages have been caused by SLRIS’s willful misconduct, gross negligence, or SLRIS’s failure to fulfill its duty to review as stipulated herein.

Limitation of Liability

Unless provided otherwise in Your software license, partnership and/or maintenance agreement, TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, SAP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SLRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE UiAps, MATERIALS OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY MATERIALS, OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON UiAps ; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON UiAps; OR (v) ANY OTHER MATTER RELATING TO UiAps MATERIALS OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY SLRIS AND IN CASE OF SLRIS STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

Applicable Law

This tool is created and controlled by SLRIS in the US. Therefore, the laws of the US will govern this TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that apply to the transmission of data on the Internet, including, but not limited to, laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

Survival

Your confidentiality obligations hereunder shall survive the termination of Your account. Upon any termination of Your account or SLRIS’s written request, You must cease using Confidential Information, discoveries, and/or Services and return or destroy all Confidential Information in Your possession or control.

Waiver and Severability

The failure of SLRIS to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner to make this TOU as modified, legal, and enforceable under applicable laws, and the balance of the provisions of this TOU shall not be affected thereby.