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6.F. - Page 122 of 180
<br />1.12. "Users" means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use
<br />the Cloud Services in accordancewiththis Agreement and Your order. For Cloud Services that are specifically designed to
<br />allow Your clients, agents, customers, suppliers or other third parties to access the Cloud Services to interact with You,
<br />such third parties will beconsidered "Users" subject to the terms of this Agreement and Your order.
<br />1.13. "You" and "Your" refers to the entity that has ordered OracleCloud Services under this Agreement.
<br />1.14. "Your Applications" means all software programs, including any source code for such programs, that You or Your Users
<br />provide and loado nto, or create using, any Ora c I e"pl a tform-as -a -service" or "infrastructure -as -a -service' Cloud Services.
<br />Services under this Agreement, including Oracle Programs and Services Environments, Oracle intellectual property, and
<br />all derivative works thereof, do not fall within the meaning of the term "Your Applications."
<br />1.15. "Your Content" means all text, files, images, graphics, illustrations, information, data (including Personal Data as that
<br />term is defined in the Data Processing Agreement for Ora cI a CI oud Servi ces des cri bed in Section 11.2 below), a udi o, vi deo,
<br />photographs and other content and material (other than Your Applications), in any format, provided by You or on behalf
<br />of Your Users that reside in, or run on or through, the Services Environment.
<br />2. TERM OF AGREEMENT
<br />Unless this Agreement is terminated earlier as described below, You may place orders governed by this Agreement fora period
<br />of five years from the effective date of this Agreement (indicated below in Section 24). This Agreement will continueto govern
<br />any order for the duration of the Services Period of such order.
<br />3. RIGHTS GRANTED
<br />3.1 For the duration of the Services Period and subject to Your payment obligations, and except as otherwise set forth in this
<br />Agreement or Your order, You have the non-exclusive, non -assignable, worldwide limited right to access and use the Services
<br />that You ordered, including anything developed by Oracle and delivered to You as part of the Services, solely for Your internal
<br />business operations and subject to the terms of this Agreement and Your order, incl udi ngthe Service Specifications. You may
<br />allow Your Users to use the Services for this purpose and You are responsible for Your Users' compliance with this Agreement
<br />and the order.
<br />3.2 You do not acquire under this Agreement any rightorlicensetousetheServices, includingthe0raclePrograms and Services
<br />Environment, in excess of the scopeand/or duration of the Services stated in Your order. Upon the end of the Services ordered,
<br />Your right to access and usethe Services will terminate.
<br />3.3 To enable Oracleto provide You and Your Users with the Services, You grant Oraclethe rightto use, process and transmit
<br />in accordancewith this Agreement and Your order, Your Content and Your Applications forthe duration of the Services Period
<br />plus any additional post -termination period during which Oracle provides You with access to retrieve an export file of Your
<br />Content and Your Applications. If Your Applications include third party programs, You acknowledge that Oracle may allow
<br />providers of those third party programs to access the Services Environment, including Your Content and Your Applications, as
<br />required for the interoperation of such third party programs with the Services. Oracle will not be responsiblefor any use,
<br />disclosure, modification or deletion of Your Content or Your Applications resultingfrom any such access bythi rd party program
<br />providers or for the interoperability of such third pa rty progra ms with the Services.
<br />3.4 Except as otherwise expressly setforth in Yourorder forcertain Cloud Services offerings (e.g., a privatecloud hosted atYour
<br />facility),You acknowledge that Oraclehas no delivery obligation for Oracle Programs and will notship copies of such programs
<br />to You as partof the Services.
<br />3.5 As part of certain Cloud Services offerings, Oraclemay provide You with access to Third Party Content. Thetype and scope
<br />of any Third Party Content is defined in Your order or appl icable Service5pecificati ons. Thethi rd party owner, a uthor or provider
<br />of such Third Party Content retains all ownershipand intellectual property rights in and to that content, and Your rights to use
<br />such Third Party Content are subjectto, and governed by, the terms applicableto such content as specified by such third party
<br />owner, author or provider, unless otherwisespecified inYour order.
<br />EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
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