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4. OWNERSHIP AND RESTRICTIONS
<br />4.1 You retain a l l ownership and in tellectua l property rights in and to Your Content and Your Applic a tions. Oracle or its l icensors
<br />retain all ownership and intellectual property rights to the Services, including Oracle Programs and An ci I I a ry Software, and
<br />derivative works thereof, and to anything developed or delivered by or on behaIfof Ora cI eunder this Agreement.
<br />4.2 You may not, and may not cause or permit others to:
<br />a) remove or modify any program markings or any notice of Oracles or its l icensors' proprietary rights;
<br />b) make the programs or materi a Is resulting from the Services (exc I udingYour Content and Your Applic a tions)availablein any
<br />manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the
<br />specific Services You have acquired);
<br />c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download
<br />any part of the Services (the foregoing prohibitions include but are riot Ii mited to review of data structures or simi]armaterials
<br />produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or
<br />supporting, products or Services competitive to Oracle,
<br />d) perform or disclose any benchmark or performance tests of the Services, includingtheOracIePrograms;
<br />e) perform or disclose any of the fol I owing security testing of the Services Environment or associated infrastructure: network
<br />discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration
<br />testing; and
<br />f) license, sell, rent, lease,transfer, assign, distribute, host, outsource, permit timesharingor service bureau use, or otherwise
<br />commercially exploit or make available the Services, Oracle Programs, Ancillary Software, Services Environments or Oracle
<br />materials to any third party, other than as expressly permitted under the terms of the applicableorder.
<br />S. SERVICE SPECIFICATIONS
<br />5.1 The Services are subject to and governed by Service Specifications applicable to Your order. Service Specifications may
<br />define provisioning and management processes applicableto the Services (such as capacity planning), types and quantities of
<br />system resources (such as storage allotments),functiona I and technical aspects of the Oracle Programs, as well as any Services
<br />deliverables. You acknowledge that useof the Services in a manner not consistentwith the Service Specifications may adversely
<br />affect Services performance and/ormay result in additional fees. If the Services permit You to exceed the ordered quantity (e.g.,
<br />softlimits on counts for Users, sessions, storage, etc.), then You areresponsibleforpromptly purchasing such additional quantity
<br />to accountfor Your excess usage. For any month that You do not promptly purchase such additional quantity, Oracle may
<br />require You to pay, in addition to the fees for the additional quantity, an excess usagefee for those Services equivalent to 10%
<br />of the fees for the additional quantity in the month in which such excess usageoccurred.
<br />5.2 Oraclemay make changes or updates to the Services (such as infrastructure, security,technical configurations, applicadon
<br />features, etc.) duringthe Services Period, including to reflect changes in technology, industry practices, patterns of system use,
<br />and availabilityof Third PartyContent. The Service Specifications aresubjectto changeat Oracle's discretion; however, Oracle
<br />changes to the Service Specifications will notresultin a material reduction in the level of performance, securityoravailability of
<br />the app] icable Services providedto You for the duration of the Services Period.
<br />5.3 Your order will specifythe Data Center Region inwhich Your Services Environment will reside. As described inthe Service
<br />Specifications and to the extent applicabletothe CloudServices that You have ordered, Oraclewillprovide production, test, and
<br />backup environments in the Data Center Region stated in Your order. Oracle and its affiliates may perform certain aspects of
<br />Cloud Services, such as serviceadministration and support, as well as other Services (including Professional Services and disaster
<br />recovery), from locations and/orthrough use of subcontractors, worldwide.
<br />6. USE OF THE SERVICES
<br />6.1 You are responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for
<br />control Iingagainst unauthorized access by Users, and for maintainingtheconfidentiality ofusernames, passwords and account
<br />information. By federating or otherwise associating Your and Your Users'usernames, passwords and accounts with OracleYou
<br />accept responsibility for the confidentiality and timely and proper termination of user records in Your local (intranet) identity
<br />EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 115 of 172
<br />D-3
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