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EXHIBIT D: CHERRYROAD/ORACLE PUBLIC SECTOR CLOUD SERVICES AGREEMENT <br />THESE ORACLE CLOUD SERVICES AGREEMENT TERMS APPLY TO THE ORACLE CLOUD SERVICES THAT YOU ORDER. THESE <br />ORACLE CLOUD SERVICES AGREEMENT TERMS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN AN ORDER, ANY <br />ORDERING DOCUMENTATION, ANY CHANGE ORDER OR ANY OTHER AGREEMENT BETWEEN THE PARTIES. <br />1. AGREEMENT DEFINITIONS <br />1.1. "Ancillary Software" means a ny software agent or tool that Cracl e makes available to You for download for purposes of <br />facilitati ng Your access to, opera tion of, and/or use with, the Services Environment. <br />1.2. "Auto Renew" or "Auto Renewal" is the process by which the Services Period of certain Cloud Services under an order is <br />.automatically extended for an additional Services Period unless such Services are otherwisetermi rated in accordancewith <br />the terms of the order or this Agreement. The Service Specifications incorporated into your order define which Cloud <br />Services are el igiblefor Auto Renewal as well as any terms applicableto such renewal. <br />1.3. "Cloud Services` or "Services" means, collectively, the Oracle cloud services (e.g., Oracle software as a service offerings <br />and related Oracle Programs) listed in Your order and defined in the Service Specifications. The term "Cloud Services" does <br />not include Professional Services. <br />1.4. "Data Center Region" refers to the geographic region in which the Services Environment is physically located. The Data <br />Center Region applicableto the Cloud Services is set forth in Your order. <br />I.S. "Oracle" is afirsttiersubcontractor underthisAgreement forthe Oracle Cloud Services identified inYourorder. <br />1.6. "Oracle Programs" refers to the software products owned or licensed by Oracleto which Oraclegrants You access as part <br />of the Cloud Services, i ncl udi ng Program Documentation, and any program updates provided as partof the Cloud Services. <br />1.7. "Program Documentation" refers to the user manuals referenced within the Service Specifications for Cloud Services, as <br />well as any help windows and readme files for the Oracle Programs that are accessiblefrom within the Services. The <br />Program Documentation describes technical andfunctional aspects of the Oracle Programs. For Oracle Infrastructure-as- <br />a-Service(laaS) Cloud Services, "Program Documentation" includes documentation, help windows and readme files forthe <br />IaaShardwareproducts. You may access the documentationonlineathttp://oracle.com/contracts or such other address <br />specified by Oracle. <br />1.8. "Services Environment" refers to the combination of hardwareand software components owned, licensed or managed by <br />Oracleto which Oraclegrants You and Your Users access as part of the Cloud Services which You haveordered. As applicable <br />and subjectto the terms of this Agreement and Your order, Oracle Programs,Third Party Content, Your Content and Your <br />Applications may be hosted i n the Services Environment. <br />1.9. "Service Specifications" means the descriptions on www.oracle.com/contracts, or such other address specified by Oracle, <br />that areapplicableto the Services under Your order, incl udi ng any Program Documentation, hosti ng, supportand security <br />policies (for example, Oracle Cloud Hosting and Delivery Policies), and other descri ptions referenced or i ncorporated in such <br />descriptions or Your order. <br />1.10. "Services Period" refers to the period of time for which You have ordered Cloud Services as specified in Your order. <br />1.11. "Third Party Content" means all text, files, images, graphics, illustrations, information, data, audio, video, photographs <br />and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle <br />and made availableto You through, within, or in conjunction with Your useof, the Cloud Services. Examples ofThird Party <br />Content include data feeds from social network services, rss feeds from blog posts, data libraries and dictionaries, and <br />marketing data. <br />EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT <br />ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES <br />REV: 05-13-19 PR Page 113 of 172 <br />D-1 <br />