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6.F. - Page 130 of 180 another individual or entity. If You grant a security interest in any portion of the Services, the secured party has no right to use or transferthe Services or anydeliverables. 22. OTHER 22.1 Oracle and CherryRoad are i ndependent contractors andweagreethat no partnership,jointventure, or agency relationship exists between Oracle, CherryRoad, and You. We are each responsiblefor paying our own employees, including employment related taxes and insurance.You understandthat Oracles business partners and other third parties, including anythird parties with which Oracle has an integration or thatare retained by You to provideconsulti ng or implementation services or applications that interact with the Cloud Services, are independent of Oracle and are not Oracle's agents. Oracle is not liablefor, bound by, or responsiblefor any problems with the Services, Your Content or Your Applications arising dueto any acts of any such business partner or third party, unless the business partner or third party is providing Services as an Oracle subcontractor on an engagement ordered under this Agreement and, if so, then onlyto the sameextent as Oraclewould be responsiblefor Oracle resources under this Agreement. This Agreement is entered exclusively between You and CherryRoad. While Oracle has no contractual relationship with You, Oracleis a third party beneficiaryofthis Agreement. 22.2 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and suchterm shall bereplacedwith another term consistentwiththe purposeand intent of this Agreement. 22.3 Except for actions for nonpayment or breachof Oracle's proprietary rights, no action, regardless ofform, arisingoutof or relatingto this Agreement maybe brought by either party more than two years after the causeof action has accrued. 22.4 Oracle Programs and Services are not designed for or specifically intended for use in nuclear faciIities or other hazardous applications. You agree that it is Your responsibilityto ensure safeuse of Oracle Programs and Services in such applications. 22.5 You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your Applications, and Third Party Content, as well as other vendor's products provided by You that You use with the Services, includingsuch rights and consents as necessary for Oracleto perform the Services under this Agreement. 22.6 You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable Oracleto providethe Services and You will performthe actions identified in Your order as Your responsibilities. 22.7 You remain solely responsiblefor Your regulatory compliance in connection with Your use of the Services. You are responsiblefor making Oracleawareof any technical requirements that resultfrom Your regulatory obligations priorto entering into an order governed by this Agreement. Oraclewill cooperatewith Your efforts to determine whether use of the standard Oracle Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by Oracleor changes to the Services. 22.8 Oracle may auditYour use of the Services (e.g., through useof software tools) to assess whether Your use of the Services is in accordance with Your order and the terms of this Agreement. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such auditshall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If you do not pay, Oracle can end Your Services and/or Your order. You agree that OracleshalI not beresponsiblefor anyof Your costs incurred incooperatingwiththe audit. 22.9 The purchaseof Cloud Services, or other serviceofferings, programs or products areal I separate offers and separate from any other order. You understand that You may purchase Cloud Services, or other service offerings, programs or products independently ofanyother order. Your obligation to pay under anyorder is notcontingent on performanceof any other service offerings or deliveryof programs or products. EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 122 of 172 D-10 237