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ORACLE CLOUD SERVICES AGREEMENT
This Oracle Cloud Services Agreement (this “Agreement”) is between Oracle America, Inc. (“Oracle” “we,” “us,” or “our”)
and (“You”). This Agreement sets forth the terms and conditions that govern orders placed under this Agreement.
1.
USE OF THE SERVICES
1.1. We will make the Oracle services listed in Your order (the “Services”) available to You pursuant to this
Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non-
exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier
terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal
business operations. You may allow Your Users (as defined below) to use the Services for this purpose, and You
are responsible for their compliance with this Agreement and Your order.
1.2. The Service Specifications describe and govern the Services. During the Services Period, we may update
the Services and Service Specifications
to reflect changes in, among other things, laws, regulations, rules,
technology, industry practices, patterns of system use, and availability of Third Party Content (as defined below).
Oracle updates to the Services or Service Specifications will not materially reduce the level of performance,
functionality, security or availability of the Services during the Services Period of Your order.
1.3. You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause
damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene;
violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or
chain letters; infringe intellectual or other property rights; sell, manufacture, market and/or distribute any product
or service in violation of applicable laws; or otherwise violate applicable laws, ordinances or regulations; (b) perform
or disclose any benchmarking or availability testing of the Services, except as permitted in the Service
Specifications; (c) perform or disclose any performance or vulnerability testing of the Services without Oracle’s
prior written approval, except as permitted in the Service Specifications,
or perform or disclose network discovery,
port and service identification, vulnerability scanning, password cracking or remote access testing of the Services;
or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the
“Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your order, we have the
right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include
removing or disabling access to material that violates the policy.
2.
FEES AND PAYMENT
2.1. All fees payable are due within 30 days from the invoice date. Once placed, Your order is non-cancelable and
the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-
added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered,
except for taxes based on our income. Fees for Services listed in an order are exclusive of taxes and expenses,
unless expressly stated otherwise in Your order.
2.2. If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the excess
quantity.
2.3. You understand that You may receive multiple invoices for the Services. Invoices will be submitted to You
pursuant to Oracle's Invoicing Standards Policy, available
at
https://www.oracle.com/contracts/cloud-services
.
3.
OWNERSHIP RIGHTS AND RESTRICTIONS
3.1. You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined
below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative
works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
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3.2. You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your
order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is
governed by separate third party terms between You and the third party.
3.3. You have the authority to and do grant us the right to host, use, process, display and transmit Your Content
to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole
responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for
obtaining all rights related to Your Content required by Oracle to perform the Services.
3.4. Except as permitted by this Agreement or Your order, You may not, and may not cause or permit others to:
(a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download,
or copy any part of the Services (including data structures or similar materials produced by programs); (b) access
or use the Services to build or support, directly or indirectly, products or services competitive to Oracle; or (c)
license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially
exploit, or make available the Services to any third party.
4.
NONDISCLOSURE
4.1. By virtue of this Agreement, the parties may disclose to each other information that is confidential
(“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement
and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the
time of disclosure.
4.2. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public
domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the
disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is
lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently
developed by the other party.
4.3. Each party agrees not to disclose the other party’s Confidential Information to any third party other than as set
forth in the following sentence for a period of five years from the date of the disclosing party’s disclosure of the
Confidential Information to the receiving party; however, we will protect the confidentiality of Your Content residing
in the Services for as long as such information resides in the Services. Each party may disclose Confidential
Information only to those employees, agents or subcontractors who are required to protect it against unauthorized
disclosure in a manner no less protective than required under this Agreement, and each party may disclose the
other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law.
5.
PROTECTION OF YOUR CONTENT
5.1. In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will comply
with the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system
and content management, available at
https://www.oracle.com/contracts/cloud-services
.
5.2. To the extent Your Content includes Personal Information
(as that term is defined in the applicable data privacy
policies and the Data Processing Agreement (as defined below)), Oracle will furthermore comply with the following:
a.
the
relevant
Oracle
privacy
policies
applicable
to
the
Services,
available
at
http://www.oracle.com/us/legal/privacy/overview/index.html
; and
b.
the applicable version of the Data Processing Agreement for Oracle Services (the “Data Processing
Agreement”), unless stated otherwise in Your order. The version of the Data Processing Agreement
applicable to Your order (i) is available at
https://www.oracle.com/contracts/cloud-services
and is
incorporated herein by reference, and (ii) will remain
in force during the Services Period of Your order. In
the event of any conflict between the terms of the Data Processing Agreement and the terms of the
Service Specifications (including any applicable Oracle privacy policies), the terms of the Data Processing
Agreement shall take precedence.
5.3. Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents
and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal
Information) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities,
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arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines
contained in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent
with the terms of this Agreement and/or Your order. To the extent You disclose or transmit Your Content to a third
party, we are no longer responsible for the security
or confidentiality of such content outside of Oracle’s control.
5.4. Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not
include any data that imposes specific data security, data protection, or regulatory obligations on Oracle in addition
to or different from those specified in the Data Processing Agreement, Service Specifications or this Agreement.
If Your Content includes any of the foregoing data (e.g., certain regulated health or payment card information),
Oracle will process such data only pursuant to the terms of Your order, the Data Processing Agreement, Service
Specifications and this Agreement. You are responsible for complying with Your specific regulatory, legal or data
security obligations which may apply to such data. If available for the Services, You may purchase additional
services from us (e.g., Oracle Payment Card Industry
Compliance Services) designed to address specific data
security, data protection or regulatory requirements applicable to such data.
6.
WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
6.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority
to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable
care and skill and in all material respects as described in the Service Specifications (the “Services Warranty”). If
the Services provided to You were not performed as warranted, You must promptly provide us with a written notice
that describes the deficiency in the Services (including, as applicable, the service request number notifying us of
the deficiency in the Services).
6.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES
RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM
YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
6.3. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE
LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF
WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY
REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE
FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE
EFFECTIVE DATE OF TERMINATION.
6.4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE
NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE,
HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.
LIMITATION OF LIABILITY
7.1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF
REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE,
GOODWILL, OR REPUTATION.
7.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE ORACLE
PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
8.
INDEMNIFICATION
8.1. If a third party makes a claim against either You or Oracle (“Recipient,” which may refer to You or us,
depending upon which party received the Material), that any information, design, specification, instruction,
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software, service, data, hardware, or material (collectively, “Material”) furnished by either You or us (“Provider,”
which may refer to You or us depending on which party provided the Material) infringes the third party’s intellectual
property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim
and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third
party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
a.
notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim
(or sooner if required by applicable law);
b.
gives the Provider sole control of the defense and any settlement negotiations; and
c.
gives the Provider the information, authority and assistance the Provider needs to defend against or settle the
claim.
8.2. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual
property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially
preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not
commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and
refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return
materially affects our ability to meet obligations under the relevant order, then we may, upon 30 days’ prior written
notice, terminate the order and refund any unused, prepaid fees for the Services under the terminated order. If
such Material is third party technology and the terms of the third party license do not allow us to terminate the
license, then we may, upon 30 days’ prior written notice, end the Services associated with such Material and refund
any unused, prepaid fees for such Services.
8.3. The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope
of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version
of the Material which has been superseded (and the Recipient has been notified in writing of the new version), if
the infringement claim could have been avoided by using an unaltered current version of the Material which was
made available to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement
claim is based upon any material not furnished by the Provider. We will not indemnify You to the extent that an
infringement claim is based on Third Party Content or any material
from a third party portal or other external source
that is accessible or made available to You within or by the Services (e.g., a social media post from a third party
blog or forum, a third party web page accessed via a hyperlink, marketing data from third party data providers,
etc.).
8.4. This Section 8 provides the parties’ exclusive remedy for any claims or damages under Section 8.1.
9.
TERM AND TERMINATION
9.1. This Agreement is valid for the order which this Agreement accompanies.
9.2. Services shall be provided for the Services Period defined in Your order.
9.3. We may suspend Your and/or Your Users’ access to, or use of, the Services if we believe that (a) there is a
significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or
applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act;
(c) there is a violation of the Acceptable Use Policy; or (d) You provided false account or payment information or
Your digital payment method is refused. When reasonably practicable and lawfully permitted, we will provide You
with advance notice of any such suspension. For Services with the applicable operational capability, Oracle will
use reasonable efforts to limit any suspension only to the portion of the Services related to the issue causing
suspension. We will use reasonable efforts to re-establish the Services promptly after we determine that the issue
causing the suspension has been resolved. During any suspension period, we will make Your Content (as it
existed on the suspension date) available to You. Any suspension under this Section shall not excuse You from
Your payment obligations.
9.4. If either of us breaches a material term of this Agreement or any order
and fails to correct the breach within
30 days of written specification of the breach (provided in accordance with Section 16.1 below), then the breaching
party is in default and the non-breaching party may terminate (a) in the case of breach of any order, the order
under which the breach occurred; or (b) in the case of breach of this Agreement, this Agreement and any orders
that have been placed under this Agreement. If we terminate any orders as specified in the preceding sentence,
You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining
unpaid for the terminated order(s) plus related taxes and expenses. Except for nonpayment of fees, the non-
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breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party
continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement and/or
Your order, You may not use those Services ordered.
9.5. At the end of the Services Period, we will make Your Content (as it existed at the end of the Services Period)
available for retrieval by You during a retrieval period specified in the Service Specifications. Following the retrieval
period, and except as may be required by law, we will delete any of Your Content that
remains in the Services.
Our data deletion practices are described in more detail in the Service Specifications.
9.6. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability,
indemnification, payment and others which by their nature are intended to survive.
10. THIRD PARTY CONTENT, SERVICES
AND
WEBSITES
10.1. The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access,
third parties’ websites, platforms, content, products, services, and information (“Third Party Services”). Oracle
does not control and is not responsible for Third Party Content or Third Party Services. You are solely responsible
for complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third
Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring
that such access and use, including through passwords, credentials or tokens issued or otherwise made available
to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of
Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer
constitutes a distribution by You and not by Oracle.
10.2. Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any
warranty of any kind. We disclaim all liabilities arising from or related to Third Party Content.
10.3. You acknowledge that: (a) the nature, type, quality and availability of Third Party Content may change at
any time during the Services Period, and (b) features of the Services that interoperate with Third Party Services
,
such as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’
respective application programming interfaces (APIs). We may need to update, change or modify the Services
under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services
or APIs. Any change to Third Party Content, Third Party Services or APIs, including their unavailability, during the
Services Period does
not affect Your obligations under this Agreement or the applicable order, and You will not be
entitled to any refund, credit or other compensation due to any such changes.
11. SERVICE MONITORING, ANALYSES AND ORACLE-PROVIDED SOFTWARE
11.1. We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your
service requests; to detect and address threats to the functionality, security, integrity, and availability of the
Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or
violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing
in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with,
non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services.
Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing
Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and
for license management purposes.
11.2. We may (a) compile statistical and other information related to the performance, operation and use of the
Services, and (b) use data from the Services in aggregated form for security and operations management, to create
statistical analyses, and for research and development purposes (above clauses (a) and (b) are collectively
referred to as “Service Analyses”). We retain all intellectual property rights in Service Analyses.
11.3. We may provide You with the ability to obtain certain Oracle-provided Software (as defined below) for use
with the Services. Unless we specify that separate terms will apply to Oracle-provided Software, any Oracle-
provided Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to
use, and allow Your Users to use, such Oracle-provided Software, subject to the terms of this Agreement and Your
order, solely to facilitate Your authorized use of the Services. Your right to use any Oracle-provided Software will
terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with
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the Oracle-provided Software. Your right to use any part of the Oracle-provided Software that is licensed under
the separate terms is not restricted in any way by this Agreement.
12. HARDWARE DEVICES
The terms in this Section 12 (Hardware Devices) only apply to an order which includes a Hardware Device.
12.1. Your order may include a Hardware Device (as defined below), which You may use with the applicable
Services as described in the Service Specifications. The terms of this Agreement and Your order (including
those terms that refer to Services) govern Hardware Devices, the Operating System and Integrated Software
(both as defined below), unless expressly stated otherwise in this Section 12, or if the terms by their nature
would be inapplicable to Hardware Devices.
12.2. We provide a limited warranty for Hardware Devices as described in the Oracle Hardware Warranty available
at
http://www.oracle.com/contracts/hardware
. Any changes to the Oracle Hardware Warranty will not apply to
Hardware Devices ordered prior to such change.
12.3. We provide technical support services for Hardware Devices as described in the Service Specifications
and/or Oracle’s Hardware and Systems Support Policies in effect at the time the technical support services are
provided (available at
http://www.oracle.com/contracts/hardware
), as applicable.
12.4. With respect to our indemnification for Hardware Devices under Section 8, notwithstanding the provisions of
Section 8.2, if we believe or it is determined that the Hardware Device (or portion thereof) may have violated a
third party’s intellectual property rights, we may choose to either replace or modify the Hardware Device (or portion
thereof) to be non-infringing (while substantially preserving its utility or functionality) or obtain a right to allow for
continued use, or if these alternatives are not commercially reasonable, we may remove the applicable Hardware
Device (or portion thereof) and refund the net book value for the Hardware Device.
12.5. “Hardware Device
”
is defined as hardware that meets both of the following requirements: (a) the hardware
is managed by or used as part of the Services, and (b) the hardware is designated as a Hardware Device by
Oracle. Title to Hardware Devices will transfer to You upon delivery to You unless otherwise specified in Your
order.
12.6. “Operating System” refers to the software that manages the Hardware Device. You have the right to use the
Operating System delivered with the Hardware Device (and any updates acquired through our technical support
services) only as incorporated in, and as part of, the Hardware Device and subject to the terms of the license
agreement(s) delivered with or on the Hardware Device. Current versions of the license agreements are located
in the documentation for the Hardware Device.
12.7. “Integrated Software” refers to any software or programmable code that is embedded or integrated in a
Hardware Device and enables the functionality of the Hardware Device. Integrated Software does not include and
You do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support services;
or (b) separately licensed applications, development tools, or system management software or other code that is
separately licensed by us or a third party. You have the limited, non-exclusive right to use Integrated Software
delivered with a Hardware Device (and any updates acquired through our technical support services) only as
incorporated in, and as part of, the Hardware Device and subject to any terms delivered with or on the Hardware
Device and/or in the applicable documentation.
12.8. We or our licensors retain all ownership and intellectual property rights in and to the Operating System and
Integrated Software. The Hardware Device may contain or require the use of third party technology that is provided
with or pre-installed on the Hardware Device. Third party technology is licensed under terms which we may provide
to You (i) with or on the Hardware Device, (ii) in the applicable product documentation, (iii) in the readme files, or
(iv) in the notice files. Your right to use this third party technology under separate license terms are not restricted
in any way by this Agreement. We do not warrant or provide any technical support services for this third party
technology.
12.9. The Operating System or Integrated Software may include separate works, identified in a readme file, notice
file or the applicable documentation, which are licensed under open source or similar license terms; Your rights to
use the Operating System and Integrated Software under such terms are not restricted in any way by this
Agreement. The appropriate terms associated with these separate works can be found in the readme files, notice
files or in the documentation accompanying the Operating System and Integrated Software. For software (i) that
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is part of the Operating System or Integrated Software and (ii) that You receive from us in binary form and (iii) that
is licensed under an open source license that gives You the right to receive the source code for that binary, You
may
obtain
a
copy
of
the
applicable
source
code
from
https://oss.oracle.com/sources/
or
http://www.oracle.com/goto/opensourcecode
. If the source code for the software was not provided to You with the
binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant
to the instructions in the "Written Offer for Source Code" section of the latter website.
13. EXPORT
13.1. Export control and economic sanctions laws and regulations (“export laws”) of the United States and any
other relevant local export laws apply to the Oracle products and services ordered under this Agreement. Such
export laws govern use of the Oracle products and services (including technical data) and any Oracle products or
services deliverables provided under this Agreement, and You and we each agree to comply with all such export
laws (including “deemed export” and “deemed re-export” regulations). You agree that no data, information,
software programs and/or materials resulting from the Oracle products or services (or direct product thereof) will
be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these
laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile
technology.
13.2. You acknowledge that the Services are designed with capabilities for You and Your Users to access the
Services without regard to geographic location and to transfer or otherwise move Your Content between the
Services and other locations such as User workstations. You are solely responsible for the authorization and
management of User accounts across geographic locations, as well as export control and geographic transfer of
Your Content.
14. FORCE MAJEURE
Neither You nor we shall be responsible for failure or delay of performance if caused by: an act of war, hostility,
or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the
obligated party; government restrictions (including, without limitation, an embargo, economic sanction or
the denial
or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated
party. Both You and we will use reasonable efforts to mitigate the effect of a force majeure event. If such event
continues for more than 30 days, either of You or we may cancel unperformed Services and affected orders upon
written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal
disaster recovery procedures or Your obligation to pay for the Services.
15. GOVERNING LAW AND JURISDICTION
This agreement is governed by the substantive and procedural laws of the State of California and you and Oracle
agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco or Santa Clara counties
in California in any dispute arising out of or relating to this agreement.
The Uniform Computer Information
Transactions Act does not apply to this Agreement or to orders placed under it.
16. NOTICE
16.1. Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal
dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You
become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle
America, Inc., 500 Oracle Parkway Redwood Shores, CA 94065, Attention: General Counsel, Legal Department.
16.2. We may give notices applicable to our Services customers by means of a general notice on the Oracle portal
for the Services, and notices specific to You (a) by electronic mail to Your e-mail address on record in our account
information or (b) by written communication sent by first class mail or pre-paid post to Your address on record in
our account information.
16.3. You
may register to receive notice of updates to the Oracle Cloud Hosting and Delivery Policies and the Data
Processing Agreement (and certain other Service
Specifications made available by Oracle) at
http://www.oracle.com/contracts/cloud-services
.
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17. ASSIGNMENT
You may not assign this Agreement or give or transfer the Services or any interest in the Services to another
individual or entity.
18. OTHER
18.1. We are an independent contractor, and each party agrees that no partnership, joint venture, or agency
relationship exists between the parties.
18.2. Our business partners and other third parties, including any third parties with which the Services have
integrations or that are retained by You to provide consulting services, implementation services or applications that
interact with the Services, are independent of Oracle and are not Oracle’s agents. Even if recommended by us,
we are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to
any acts or omissions of any business partner or third party, unless the business partner or third party is providing
Services as our subcontractor or is otherwise engaged by Oracle in connection with performance of its obligations
under this Agreement, and, if so, then only to the same extent as we would be responsible for our resources under
this Agreement.
18.3. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain
effective and such term shall be replaced with another term consistent with the purpose and intent of this
Agreement.
18.4. Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form,
arising out of or relating to this Agreement may be brought by either party more than two years after the cause of
action has accrued.
18.5. Prior to entering into an order governed by this Agreement, You are solely responsible for determining
whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your
efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees
may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible
for Your regulatory compliance in connection with Your use of the Services.
19.
ENTIRE AGREEMENT
19.1. You agree that this Agreement and the information which is incorporated into this Agreement by written
reference (including reference to information contained in a URL or referenced policy), together with the applicable
order, is the complete agreement for the Oracle products and services ordered by You and supersedes all prior or
contemporaneous agreements, proposals, negotiations, demonstrations or representations, written or oral,
regarding such Oracle products and services.
19.2. It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in
any purchase order, procurement internet portal, or other similar non-Oracle document
,
and no terms included in
any such purchase order, portal, or other non-Oracle document shall apply to Your Oracle order. In the event of
any inconsistencies between the terms of an order and the Agreement, the order shall take precedence; however,
unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take precedence
over any inconsistent terms in an order. This Agreement and orders hereunder may not be modified and the rights
and restrictions may not be altered or waived except in a writing signed or accepted online by authorized
representatives of You and of Oracle; however, Oracle may update the Service Specifications, including by posting
updated documents on Oracle’s websites. No third party beneficiary relationships are created by this Agreement.
20.
AGREEMENT DEFINITIONS
20.1.
“Oracle-provided
Software
” means any software agent, application or tool that Oracle makes available to
You specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.
Cloud_Cloud Services Agreement (CSA) Online_v062223_US_ENG
Page 9 of 9
20.2. “
Program Documentation
” refers to the user manuals, help windows, readme files for the Services and any
Oracle-provided Software. You may access the documentation online at
http://oracle.com/contracts
or such other
address specified by Oracle.
20.3. “
Service Specifications
”
means the following documents, as applicable to the Services under Your order:
(a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions,
and the Oracle Corporate Security Practices; (b) Oracle’s privacy policies; and (c) any other Oracle documents
that are referenced in or incorporated into Your order. The following do not apply to any non-Cloud Oracle service
offerings acquired under Your order, such as professional services: the Oracle Cloud Hosting and Delivery Policies
and Program Documentation. The following do not apply to any Oracle-provided Software: the Oracle Cloud
Hosting and Delivery Policies.
20.4. “
Third Party Content
” means all software, data, text, images, audio, video, photographs and other content
and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may
access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include
data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries,
dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained
by Your use of the Services or any Oracle-provided tools.
20.5. “
Users
” means, for Services, those employees, contractors, and end users, as applicable, authorized by You
or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that are
specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the
Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement
and Your order.
20.6. “
Your Content
” means all software, data (including Personal Information), text, images, audio, video,
photographs, non-Oracle or third party applications, and other content and material, in any format, provided by
You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement,
Oracle-provided Software, other Oracle products and services, and Oracle intellectual property, and all derivative
works thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party
Content that is brought by You into the Services by Your use of the Services or any Oracle-provided tools.
