HomeMy WebLinkAboutConcur Technologies, Inc 2017-11-20Concur Use Only:$
m CONCUR
Concur Technologies, Inc.
ORDER FORM
Standard Edition
GENERAL INFORMATION
Customer Name: City of Ukiah Order Effective Date: November 20, 2017
Order Type: Initial Sale
Initial Term: 3 months beginning on the Order Effective Date
Service Type Billing Cycle: Monthly beginning on the Transaction Fee Start Date
Email Address For Notice: mhorger@cityofukiah.com
Currency for Fees: USD Tax Exemption Claimed: No
(Tax exemption certificate must be provided by Order Effective Date)
SERVICES ORDERED (primary service offerings) Initial Set Up Fee
Expense $0.00
SERVICES ORDERED FEE DETAILS (recurring fees for the primary service offerings ordered above)
Incremental
Billing Cycle(s) (beginning on the Transaction Fee Base Transactions Base Transaction Fee Transaction Fee
Service Start Date) (per Billing Cycle) (per Billing Cycle) (per incr. Trans.)
Expense 1 and beyond 40 $338.00 $10.57
EXTENDED SERVICES ORDERED (Transaction -based recurring services pertaining to the above or previously -ordered Service Types) Initial Set Up Fee
Expense Pay - Global $0.00
EXTENDED SERVICES ORDERED FEE DETAILS (recurring fees for the transaction -based extended services ordered above)
Incremental
Billing Cycle(s) (beginning on the Transaction Fee Base Transactions Base Transaction Fee Transaction Fee
Extended Service Start Date) (per Billing Cycle) (per Billing Cycle) (per incr. Trans.)
Expense Pay - Global 1 and beyond 40 $60.00 $1.88
EXTENDED SERVICES ORDERED (additional unit -based recurring services pertaining to the above or previously -ordered Service Types)
Description Unit Quantity Initial Set Up Fee
Expenselt Pro for Expense 1 Set Up(s) Included in the fees for the
Service Type Ordered above
Concur Request - Add-on 1 Each $0.00
GSA Travel Allowance - Recurring 1 Each $0.00
EXTENDED SERVICES ORDERED FEE DETAILS (recurring fees for the unit -based extended service ordered above)
Billing Cycle(s) (beginning on Recurring Fee (per Billing Incremental Transaction Fee
Extended Service the Transaction Fee Start Date) Cycle) (per incr. Trans.)
Expenselt Pro for Expense 1 and beyond Included in the fees for the Included in the fees for the
Service Type Ordered above Service Type Ordered above
Concur Request - Add-on 1 and beyond $16.80 $0.53
GSA Travel Allowance - Recurring 1 and beyond $42.40 $1.32
ADDITIONAL SERVICES ORDERED (additional services with one-time fees pertaining to the above or previously ordered Service Type)
Description Unit Quantity Initial Set Up Fee
ORDERTERMS
General: This Order Form is issued by Concur Technologies, Inc. ("Concur") and the Customer specified herein. Customer hereby orders the services specified in this
Order Form (collectively the "Service') and Concur hereby agrees to provide such Service, subject to the terms set forth herein and as provided at http:/Iwww.concur.com/
legal/agreements/us. All undefined capitalized terms herein shall have the meanings ascribed to such terms in the Agreement. This Order Form incorporates the following
documents in effect as of the date specified above as the "Order Effective Date" in the following order of precedence, all of which constitute the "Agreement': (i) this Order
Form, (ii) product -specific Supplemental Terms ("Supplement') for the Service, (iii) Support Policy for the Service, (iv) Service Level Agreement for the Service, (v) General
Terms and Conditions for SAP Cloud Service ("GTC"), and (vi) the then -current Concur Service Description Guide for the Service.
Invoicing: Concur shall be entitled to invoice Customer for the fees specified in this Order Form as set forth in the Supplement.
Payment Terms: Customer will pay each accurate invoice within 30 days after the applicable invoice date.
Additional Definition(s): For purposes of the Agreement, the following terms shall have the definitions set forth below:
'Transaction Fee Start Date' means the second calendar month after the date set forth above as the "Order Effective Date".
ORDER FORM 2017.586326 3 PAGE 1
Form Revision Date: 2016-10-21
Concur Use Only:$
to CONCUR
Waiver of Fees: Notwithstanding anything in the Agreement to the contrary, Concur shall waive the recurring fees for the services that are ordered as specified above that
may come due under the Agreement for a period of one (1) calendar month beginning on the Transaction Fee Start Date set forth above.
[signature page follows]
ORDER FORM 2017-586326 3 PAGE 2
Form Revision Date: 2016-10-21
Concur Use Only:$
CONCUR
Concur Technologies, Inc. CUSTOMER (name as specified above)
By
Melanie Morgan
SVP Legal
Print Name
Title
ORDER FORM 2017-586326 3 PAGE 3
Form Revision Date: 2016-10-21
GENERAL TERMS AND CONDITIONS FOR CONCUR CLOUD SERVICES ("G-rC")
1. DEFINITIONS
Capitalized terms used in this document are defined in the Glossary.
2. USAGE RIGHTS AND RESTRICTIONS
2.1 Grant of Rights.
Concur grants to Customer a non-exclusive, non -transferable and world-wide right to use the
Cloud Service (including its implementation and configuration), Cloud Materials and
Documentation solely for Customer's and its Affiliates' internal business operations. Permitted
uses and restrictions of the Cloud Service also apply to Cloud Materials and Documentation.
2.2 Authorized Users.
Customer may permit Authorized Users to use the Cloud Service. Usage is limited to the Usage
Metrics and volumes stated in the Order Form. Access credentials for the Cloud Service may not
be used by more than one individual, but may be transferred from one individual to another if the
original user is no longer permitted to use the Cloud Service. Customer is responsible for breaches
of the Agreement caused by Authorized Users.
2.3 Acceptable Use Policy.
With respect to the Cloud Service, Customer will not:
(a) disassemble, decompile, reverse -engineer, copy, translate or make derivative works,
(b) transmit any content or data that is unlawful or infringes any intellectual property rights, or
(c) circumvent or endanger its operation or security.
2.4 Verification of Use.
Customer will monitor its own use of the Cloud Service and report any use in excess of the Usage
Metrics and volume. Concur may monitor use to verify compliance with Usage Metrics, volume
and the Agreement.
2.5 Suspension of Cloud Service.
Concur may suspend use of the Cloud Service if continued use may result in material harm to the
Cloud Service or its users. Concur will promptly notify Customer of the suspension. Concur will
limit the suspension in time and scope as reasonably possible under the circumstances.
2.6 Third Party Web Services.
The Cloud Service may include integrations with web services made available by third parties
(other than SAP SE or its Affiliates) that are accessed through the Cloud Service and subject to
terms and conditions with those third parties. These third party web services are not part of the
Cloud Service and the Agreement does not apply to them.
2.7 Mobile Access to Cloud Service.
Authorized Users may access certain Cloud Services through mobile applications obtained from
third -party websites such as Android or Apple app store. The use of mobile applications may be
governed by the terms and conditions presented upon download/access to the mobile application
and not by the terms of the Agreement.
3. CONCUR RESPONSIBILITIES
3.1 Provisioning.
Concur provides access to the Cloud Service as described in the Agreement.
3.2 Support.
Concur provides support for the Cloud Service as referenced in the Order Form.
3.3 Security.
Concur uses reasonable security technologies in providing the Cloud Service. As a data processor,
Concur will implement technical and organizational measures referenced in the Order Form to
secure personal data processed in the Cloud Service in accordance with applicable data protection
law.
General Terms and Conditions for Concur Cloud Services (Direct) en US. v. 2-201 7flage 1 of 8
3.4 Modifications.
(a) The Cloud Service and Concur Policies may be modified by Concur. Concur will inform
Customer of modifications by email, the support portal, release notes, Documentation or the
Cloud Service. The information will be delivered by email if the modification is not solely an
enhancement. Modifications may include optional new features for the Cloud Service, which
Customer may use subject to the then -current Supplement and Documentation.
(b) If Customer establishes that a modification is not solely an enhancement and materially
reduces the Cloud Service, Customer may terminate its subscriptions to the affected Cloud
Service by providing written notice to Concur within thirty days after receipt of Concur's
informational notice.
3.5 Analyses.
Concur, SAP SE or their respective Affiliates may create analyses utilizing, in part, Customer Data
and information derived from Customer's use of the Cloud Service and Consulting Services.
Analyses will anonymize and aggregate information, and will be treated as Cloud Materials.
Examples of how analyses may be used include: optimizing resources and support; research and
development; automated processes that enable continuous improvement, performance
optimization and development of new Concur products and services; verification of security and
data integrity; internal demand planning; and data products such as industry trends and
developments, indices and anonymous benchmarking.
4. CUSTOMER AND PERSONAL DATA
4.1 Customer Data.
Customer is responsible for the Customer Data and entering it into the Cloud Service. Customer
grants to Concur (including SAP SE, Affiliates and subcontractors) a nonexclusive right to process
Customer Data solely to provide and support the Cloud Service.
4.2 Personal Data.
Customer will collect and maintain all personal data contained in the Customer Data in compliance
with applicable data privacy and protection laws.
4.3 Security.
Customer will maintain reasonable security standards for its Authorized Users' use of the Cloud
Service.
4.4 Access to Customer Data.
(a) During the Subscription Term, Customer can access its Customer Data at any time. Customer
may export and retrieve its Customer Data in a standard format. Export and retrieval may
be subject to technical limitations, in which case Concur and Customer will find a reasonable
method to allow Customer access to Customer Data.
(b) Before the Subscription Term expires, Customer may use Concur's self-service export tools
(as available) to perform a final export of Customer Data from the Cloud Service.
(c) At the end of the Agreement, Concur will delete the Customer Data remaining on servers
hosting the Cloud Service unless applicable law requires retention. Retained data is subject
to the confidentiality provisions of the Agreement.
(d) In the event of third party legal proceedings relating to the Customer Data, Concur will
cooperate with Customer and comply with applicable law (both at Customer's expense) with
respect to handling of the Customer Data.
5. FEES AND TAXES
5.1 Fees and Payment.
Customer will pay fees as stated in the Order Form. After prior written notice, Concur may
suspend Customer's use of the Cloud Service until payment is made. Customer cannot withhold,
reduce or set-off fees owed nor reduce Usage Metrics during the Subscription Term. All Order
Forms are non -cancellable and fees non-refundable.
General Terms and Conditions for Concur Cloud Services (Direct) enUS.v.2-2017Page 2 of 8
5.2 Taxes.
Fees and other charges imposed under an Order Form will not include taxes, all of which will be
for Customer's account. Customer is responsible for all taxes, other than Concur's income and
payroll taxes. Customer must provide to Concur any direct pay permits or valid tax-exempt
certificates prior to signing an Order Form. If Concur is required to pay taxes (other than its
income and payroll taxes), Customer will reimburse Concur for those amounts and indemnify
Concur for any taxes and related costs paid or payable by Concur attributable to those taxes.
6. TERM AND TERMINATION
6.1 Term.
The Subscription Term is as stated in the Order Form.
6.2 Termination.
A party may terminate the Agreement:
(a) upon thirty days written notice of the other party's material breach unless the breach is
cured during that thirty day period,
(b) as permitted under Sections 3.4(b), 7.3(b), 7.4(c), or 8.1(c) (with termination effective
thirty days after receipt of notice in each of these cases), or
(c) immediately if the other party files for bankruptcy, becomes insolvent, or makes an
assignment for the benefit of creditors, or otherwise materially breaches Sections 11 or 12.6.
6.3 Refund and Payments.
For termination by Customer or an 8.1(c) termination, Customer will be entitled to:
(a) a pro -rata refund in the amount of the unused portion of prepaid fees for the terminated
subscription calculated as of the effective date of termination, and
(b) a release from the obligation to pay fees due for periods after the effective date of
termination.
6.4 Effect of Expiration or Termination.
Upon the effective date of expiration or termination of the Agreement:
(a) Customer's right to use the Cloud Service and all Concur Confidential Information will end,
(b) Confidential Information of the disclosing party will be returned or destroyed as required by
the Agreement, and
(c) termination or expiration of the Agreement does not affect other agreements between the
parties.
6.5 Survival.
Sections 1, 5, 6.3, 6.4, 6.5, 8, 9, 10, 11, and 12 will survive the expiration or termination of the
Agreement.
7. WARRANTIES
7.1 Compliance with Law.
Each party warrants its current and continuing compliance with all laws and regulations applicable
to it in connection with:
(a) in the case of Concur, the operation of Concur's business as it relates to the Cloud Service,
and
(b) in the case of Customer, the Customer Data and Customer's use of the Cloud Service.
7.2 Good Industry Practices.
Concur warrants that it will provide the Cloud Service:
(a) in substantial conformance with the Documentation; and
(b) with the degree of skill and care reasonably expected from a skilled and experienced global
supplier of services substantially similar to the nature and complexity of the Cloud Service.
7.3 Remedy.
Customer's sole and exclusive remedies and Concur's entire liability for breach of the warranty
under Section 7.2 will be:
(a) the re -performance of the deficient Cloud Service, and
General Terms and Conditions for Concur Cloud Services (Direct) enUS.v.2-2017Page 3 of 8
(b) if Concur fails to re -perform, Customer may terminate its subscription for the affected Cloud
Service. Any termination must occur within three months of Concur's failure to re -perform.
7.4 System Availability.
(a) Concur warrants to maintain an average monthly system availability for the production
system of the Cloud Service as defined in the applicable service level agreement or
Supplement ("SLA").
(b) Customer's sole and exclusive remedy for Concur's breach of the SLA is the issuance of a
credit in the amount described in the SLA. Customer will follow Concur's posted credit claim
procedure. When the validity of the service credit is confirmed by Concur in writing (email
permitted), Customer may apply the credit to a future invoice for the Cloud Service or
request a refund for the amount of the credit if no future invoice is due.
(c) In the event Concur fails to meet the SLA (i) for four consecutive months, or (ii) for five or
more months during any twelve months period, or (iii) at a system availability level of at
least 95% for one calendar month, Customer may terminate its subscriptions for the affected
Cloud Service by providing Concur with written notice within thirty days after the failure.
7.5 Warranty Exclusions.
The warranties in Sections 7.2 and 7.4 will not apply if:
(a) the Cloud Service is not used in accordance with the Agreement or Documentation,
(b) any non -conformity is caused by Customer, or by any product or service not provided by
Concur, or
(c) the Cloud Service was provided for no fee.
7.6 Disclaimer.
Except as expressly provided in the Agreement, neither Concur nor its subcontractors make any
representation or warranties, express or implied, statutory or otherwise, regarding any matter,
including the merchantability, suitability, originality, or fitness for a particular use or purpose,
non -infringement or results to be derived from the use of or integration with any products or
services provided under the Agreement, or that the operation of any products or services will be
secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future
functionality, public comments or advertising of Concur or product roadmaps in obtaining
subscriptions for any Cloud Service.
8. THIRD PARTY CLAIMS
8.1 Claims Brought Against Customer.
(a) Concur will defend Customer against claims brought against Customer and its Affiliates by
any third party alleging that Customer's and its Affiliates' use of the Cloud Service infringes
or misappropriates a patent claim, copyright, or trade secret right. Concur will indemnify
Customer against all damages finally awarded against Customer (or the amount of any
settlement Concur enters into) with respect to these claims.
(b) Concur's obligations under Section 8.1 will not apply if the claim results from (i) Customer's
breach of Section 2, (ii) use of the Cloud Service in conjunction with any product or service
not provided by Concur, or (iii) use of the Cloud Service provided for no fee.
(c) In the event a claim is made or likely to be made, Concur may (i) procure for Customer the
right to continue using the Cloud Service under the terms of the Agreement, or (ii) replace
or modify the Cloud Service to be non -infringing without a material decrease in functionality.
If these options are not reasonably available, Concur or Customer may terminate Customer's
subscription to the affected Cloud Service upon written notice to the other.
8.2 Claims Brought Against Concur.
Customer will defend Concur against claims brought against Concur, SAP SE, its Affiliates and
subcontractors by any third party related to Customer Data.
Customer will indemnify Concur against all damages finally awarded against Concur, SAP SE, its
Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect
to these claims.
General Terms and Conditions for Concur Cloud Services (Direct) enUS.v.2-2017Page 4 of 8
8.3 Third Party Claim Procedure.
(a) The party against whom a third party claim is brought will timely notify the other party in
writing of any claim, reasonably cooperate in the defense and may appear (at its own
expense) through counsel reasonably acceptable to the party providing the defense.
(b) The party that is obligated to defend a claim will have the right to fully control the defense.
(c) Any settlement of a claim will not include a financial or specific performance obligation on,
or admission of liability by, the party against whom the claim is brought.
8.4 Exclusive Remedy.
The provisions of Section 8 state the sole, exclusive, and entire liability of the parties, their
Affiliates, Business Partners and subcontractors to the other party, and is the other party's sole
remedy, with respect to covered third party claims and to the infringement or misappropriation
of third party intellectual property rights.
9. LIMITATION OF LIABILITY
9.1 Unlimited Liability.
Neither party will exclude or limit its liability for damages resulting from:
(a) the parties' obligations under Section 8.1(a) and 8.2,
(b) unauthorized use or disclosure of Confidential Information,
(c) either party's breach of its data protection and security obligations that result in an
unauthorized use or disclosure of personal data,
(d) death or bodily injury arising from either party's gross negligence or willful misconduct, or
(e) any failure by Customer to pay any fees due under the Agreement.
9.2 Liability Cap.
Subject to Sections 9.1 and 9.3, the maximum aggregate liability of either party (or its respective
Affiliates or Concur's subcontractors) to the other or any other person or entity for all events (or
series of connected events) arising in any twelve month period will not exceed the annual
subscription fees paid for the applicable Cloud Service directly causing the damage for that twelve
month period. Any "twelve month period" commences on the Subscription Term start date or any
of its yearly anniversaries.
9.3 Exclusion of Damages.
Subject to Section 9.1:
(a) neither party (nor its respective Affiliates or Concur's subcontractors) will be liable to the
other party for any special, incidental, consequential, or indirect damages, loss of good will
or business profits, work stoppage or for exemplary or punitive damages, and
(b) Concur will not be liable for any damages caused by any Cloud Service provided for no fee.
9.4 Risk Allocation.
The Agreement allocates the risks between Concur and Customer. The fees for the Cloud Service
and Consulting Services reflect this allocation of risk and limitations of liability.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Concur Ownership.
Concur, SAP SE, their Affiliates or licensors own all intellectual property rights in and related to
the Cloud Service, Cloud Materials, Documentation, Consulting Services, design contributions,
related knowledge or processes, and any derivative works of them. All rights not expressly
granted to Customer are reserved to Concur, SAP SE, their Affiliates and their licensors.
10.2 Customer Ownership.
Customer retains all rights in and related to the Customer Data. Concur may use Customer -
provided trademarks solely to provide and support the Cloud Service.
10.3 Non -Assertion of Rights.
Customer covenants, on behalf of itself and its successors and assigns, not to assert against
Concur, SAP SE, their Affiliates or licensors, any rights, or any claims of any rights, in any Cloud
Service, Cloud Materials, Documentation, or Consulting Services.
General Terms and Conditions for Concur Cloud Services (Direct) enUS.v.2-2017Page 5 of 8
11. CONFIDENTIALITY
11.1 Use of Confidential Information.
(a) The receiving party will protect all Confidential Information of the disclosing party as strictly
confidential to the same extent it protects its own Confidential Information, and not less than
a reasonable standard of care. Receiving party will not disclose any Confidential Information
of the disclosing party to any person other than its personnel, representatives or Authorized
Users whose access is necessary to enable it to exercise its rights or perform its obligations
under the Agreement and who are under obligations of confidentiality substantially similar
to those in Section 11. Customer will not disclose the Agreement or the pricing to any third
party.
(b) Confidential Information of either party disclosed prior to execution of the Agreement will be
subject to Section 11.
(c) In the event of legal proceedings relating to the Confidential Information, the receiving party
will cooperate with the disclosing party and comply with applicable law (all at disclosing
party's expense) with respect to handling of the Confidential Information.
11.2 Exceptions.
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential
Information that:
(a) is independently developed by the receiving party without reference to the disclosing party's
Confidential Information,
(b) is generally available to the public without breach of the Agreement by the receiving party,
(c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions,
or
(d) the disclosing party agrees in writing is free of confidentiality restrictions.
11.3 Publicity.
Neither party will use the name of the other party in publicity activities without the prior written
consent of the other, except that Customer agrees that Concur may use Customer's name in
customer listings or quarterly calls with its investors or, at times mutually agreeable to the
parties, as part of Concur's marketing efforts (including reference calls and stories, press
testimonials, site visits, SAPPHIRE participation). Customer agrees that Concur may share
information on Customer with its Affiliates for marketing and other business purposes and that it
has secured appropriate authorizations to share Customer employee contact information with
Concur.
12. MISCELLANEOUS
12.1 Severability.
If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or
unenforceability will not affect the other provisions of the Agreement.
12.2 No Waiver.
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
12.3 Electronic Signature.
Electronic signatures that comply with applicable law are deemed original signatures.
12.4 Regulatory Matters.
Concur Confidential Information is subject to export control laws of various countries, including
the laws of the United States and Germany. Customer will not submit Concur Confidential
Information to any government agency for licensing consideration or other regulatory approval,
and will not export Concur Confidential Information to countries, persons or entities if prohibited
by export laws.
12.5 Notices.
All notices will be in writing and given when delivered to the address set forth in an Order Form
with copy to the legal department. Notices by Concur relating to the operation or support of the
General Terms and Conditions for Concur Cloud Services (Direct) enUS.v.2-2017Page 6 of 8
Cloud Service and those under Sections 3.4 and 5.1 may be in the form of an electronic notice
to Customer's authorized representative or administrator identified in the Order Form.
12.6 Assignment.
Without Concur's prior written consent, Customer may not assign or transfer the Agreement (or
any of its rights or obligations) to any party. Concur may assign the Agreement to SAP SE or any
of its Affiliates.
12.7 Subcontracting.
Concur may subcontract parts of the Cloud Service or Consulting Services to third parties. Concur
is responsible for breaches of the Agreement caused by its subcontractors.
12.8 Relationship of the Parties.
The parties are independent contractors, and no partnership, franchise, joint venture, agency,
fiduciary or employment relationship between the parties is created by the Agreement.
12.9 Force Majeure.
Any delay in performance (other than for the payment of amounts due) caused by conditions
beyond the reasonable control of the performing party is not a breach of the Agreement. The
time for performance will be extended for a period equal to the duration of the conditions
preventing performance.
12.10 Governing Law.
The Agreement and any claims relating to its subject matter will be governed by and construed
under the laws of Pennsylvania, without reference to its conflicts of law principles. All disputes
will be subject to the exclusive jurisdiction of the courts located in Philadelphia, Pennsylvania.
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either
party must initiate a cause of action for any claim(s) relating to the Agreement and its subject
matter within one year from the date when the party knew, or should have known after
reasonable investigation, of the facts giving rise to the claim(s).
12.11 Entire Agreement.
The Agreement constitutes the complete and exclusive statement of the agreement between
Concur and Customer in connection with the parties' business relationship related to the subject
matter of the Agreement. All previous representations, discussions, and writings (including any
confidentiality agreements) are merged in and superseded by the Agreement and the parties
disclaim any reliance on them. The Agreement may be modified solely in writing signed by both
parties, except as permitted under Section 3.4. An Agreement will prevail over terms and
conditions of any Customer -issued purchase order, which will have no force and effect, even if
Concur accepts or does not otherwise reject the purchase order.
General Terms and Conditions for Concur Cloud Services (Direct) enUS.v.2-2017Pagee 7 of 8
Glossary
1.1 "Affiliate" of a party means any legal entity in which a party, directly or indirectly, holds more
than fifty percent (50%) of the entity's shares or voting rights. Any legal entity will be considered
an Affiliate as long as that interest is maintained.
1.2 "Agreement" means an Order Form and documents incorporated into an Order Form.
1.3 "Authorized User" means any individual to whom Customer grants access authorization to use
the Cloud Service that is an employee, agent, contractor or representative of
(a) Customer,
(b) Customer's Affiliates, and/or
(c) Customer's and Customer's Affiliates' Business Partners.
1.4 "Business Partner" means a legal entity that requires use of a Cloud Service in connection with
Customer's and its Affiliates' internal business operations. These may include customers,
distributors, service providers and/or suppliers of Customer.
1.5 "Cloud Service" means any distinct, subscription -based, hosted, supported and operated on -
demand solution provided by Concur under an Order Form.
1.6 "Cloud Materials" mean any materials provided or developed by Concur (independently or with
Customer's cooperation) in the course of performance under the Agreement, including in the
delivery of any support or Consulting Services to Customer. Cloud Materials do not include the
Customer Data, Customer Confidential Information or the Cloud Service.
1.7 "Confidential Information" means
(a) with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business
requirements, (iii) Customer implementation plans, and/or (iv) Customer financial
information, and
(b) with respect to Concur: (i) the Cloud Service, Documentation, Cloud Materials and analyses
under Section 3.5, and (ii) information regarding Concur research and development, product
offerings, pricing and availability.
(c) Confidential Information of either Concur or Customer also includes information which the
disclosing party protects against unrestricted disclosure to others that (i) the disclosing party
or its representatives designates as confidential at the time of disclosure, or (ii) should
reasonably be understood to be confidential given the nature of the information and the
circumstances surrounding its disclosure.
1.8 "Consulting Services" means professional services, such as implementation, configuration,
custom development and training, performed by Concur's employees or subcontractors as
described in any Order Form and which are governed by the Supplement for Consulting Services
or similar agreement.
1.9 "Customer Data" means any content, materials, data and information that Authorized Users
enter into the production system of a Cloud Service or that Customer derives from its use of and
stores in the Cloud Service (e.g. Customer -specific reports). Customer Data and its derivatives
will not include Concur's Confidential Information.
1.10 "Documentation" means Concur's then -current technical and functional documentation as well
as any roles and responsibilities descriptions, if applicable, for the Cloud Service which is made
available to Customer with the Cloud Service.
1.11 "Order Form" means the ordering document for a Cloud Service that references the GTC.
1.12 "SAP SE" means the parent company of Concur.
1.13 "Concur Policies" means the operational guidelines and policies applied by Concur to provide
and support the Cloud Service as incorporated in an Order Form.
1.14 "Subscription Term" means the term of a Cloud Service subscription identified in the applicable
Order Form, including all renewals.
1.15 "Supplement" means the supplemental terms and conditions that apply to the Cloud Service
and that are incorporated in an Order Form.
1.16 "Usage Metric" means the standard of measurement for determining the permitted use and
calculating the fees due for a Cloud Service as set forth in an Order Form.
General Terms and Conditions for Concur Cloud Services (Direct) enUS.v.2-2017Page 8 of 8