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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 a ccordancewiththis 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 wi l l be considered"Users" subject to the terms of this Agreement and Your order.
<br />1.13. "You" and "Your" refers to the entity that has ordered Ora cIeClouclServices under this Agreement.
<br />1.14. "Your Applications" means a l l software programs, inc l uding any source code for such programs, that You or Your Users
<br />provide and load onto, or create using, any Ora cle"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 cleCloudServices described in Section 11.2 be] ow), a udio,video,
<br />photographs and other content and material (other than Your Applic a tions), 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 be[ owmSection24). This Agreement wi I I continue to govern
<br />any order for the duration of the Services Period of such order.
<br />3. RIGHTS GRANTED
<br />3.1 Forthe duration of the Services Period and subjectto Your payment obligations, and exceptas otherwise set forth in this
<br />Agreement or Your order, You have the non-exclusive, non -assignable, worldwide limited rightto access and usethe Services
<br />that You ordered, including anything developed by Oracl a and delivered to You as part of the Services, solely for Your internal
<br />business operations andsubjecttothetermsofthisAgreement and Your order, includingthe 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 />andthe order.
<br />3.2 You do not acquire under this Agreement any rightorlicenseto usethe Services, i ncludingtheOracle Programs and Services
<br />Environment, inexcess ofthe scope and/or duration of the Services stated in Your order. Upon theend of the Services ordered,
<br />Your rightto access and usethe Services will terminate.
<br />3.3 To enableOracletoprovideYouandYourUserswiththeServices,YougrantOracletherighttouse, process ancitransmit,
<br />in accordancewith this Agreement and Your order, Your Content and Your Applications forthe durationof the Services Period
<br />plus any additional post -termination period duringwhich Oracle provides You with access to retrieve an export file of Your
<br />Content and Your Applications. If Your Applications includethird party programs, You acknowledge that Oraclemay 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. Oraclewill not be responsiblefor any use,
<br />disclosure, modification or deletion of Your Content or Your Applications resultingfrom any such access bythird party program
<br />providers orfor the i nteroperabi lity of such third party programs with the Services.
<br />3.4 Except as otherwise expressly setforth in Your order for certain Cloud Services offerings(e.g., a private cloud hosted at Your
<br />facility),You acknowledge that Oraclehas no delivery obligation for Oracle Programs andwill notshipcopies ofsuchprograms
<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. The type and scope
<br />of any Third Party Content is defined in Your order or applicable ServiceSpecifications. Thethird party owner, author or provider
<br />of such Third Party Content retai ns al I ownership and intellectual property rights in and to that content, and Your rights to use
<br />such Third Party Content aresubjectto, and governed by, the terms applicableto such content as specified by such third party
<br />owner, author or provider, unless otherwisespecified in Your order.
<br />EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT
<br />ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 114 of 172
<br />D-2
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