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infrastructure or on Your local computers. Neither Oracle nor CherryRoad Technologies Inc. ("CherryRoad") is responsible for
<br />any harm caused by Your Users, including individuals who were not authorized to have access to the Services but who were able
<br />to gain access because usernames, passwords or accounts were not terminated on a timely basis in Your local identity
<br />management infrastructureor Your local computers. You areresponsibleforall activities thatoccur under Your and Your Users'
<br />usernames, passwords or accounts or as a result of Your or Your Users' access to the Services, and agree to notify Oracle
<br />immediately of any unauthorized use. You agree to make every reasonable effortto prevent unauthorized third parties from
<br />access i ng theServi ces.
<br />6.2 Youshall not use or permit useof the Services, including by uploading, emailing, posting, publishing or otherwisetransmitting
<br />any material, i ncl udi ng Your Content, Your Applications andThi rd Party Content, for any purposethat may (a) menace or harass
<br />any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false,
<br />defamatory, harassing or obscene, (c) violateprivacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited
<br />bulk e-mail, "junk mail", "spam" or chain letters; (e) constitute an infringement of intellectual property or other proprietary
<br />rights, or (f) otherwise violateapplicable laws, ordinances or regulations. In addition to any other rights afforded to Oracleunder
<br />this Agreement, Oraclereserves the right, but has no obligation,to take remedial action if anymaterial violates the restrictions
<br />in the foregoi ngsentence (the "Acceptable Use Policy"), includingthe removal or disablementof access to such material. Oracle
<br />shall have no I iabilityto You i n the event that Oracletakes such action. You shall have sole responsibility for the a ccura cy, quality,
<br />integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your Applications. To the extent not
<br />prohibited by Iaw,You agree to defend and indemnify Oracleand CherryRoad against anyclaim arising outof a violation of Your
<br />obligations underthis section.
<br />6.3 You are required to accept all patches, bugfixes, updates, maintenanceand servicepacks (collectively, "Patches") necessary
<br />for the proper function and securityof the Services, includi ngfor the Oracle Programs, as such Patches aregenerally released by
<br />Oracleas described in the Service Specifications. Oracle is notresponsiblefor performance or security issues encountered with
<br />the Cloud Services that resultfrom Your failureto acceptthe application of Patches that are necessaryfor the proper function
<br />and security of the Services. Except for emergency or security related maintenance activities, Oracle will coordinate with You
<br />the schedulingofapplication ofPatches,where possible, based on Oracle's next availablestandardmaintenancewindow.
<br />7. TRIAL USE AND PILOT CLOUD SERVICES
<br />7.1 For certain Cloud Services, Oracle may make avai[able "trials"and "conference room pilots"for non -production evaluation
<br />purposes. Cloudtrials andconference room pilots mustbe ordered under a separate agreement.
<br />7.2 Oraclemay make avail able"production pilots"for certain Cloud Services under this Agreement. Production pilots ordered
<br />by You are described in the Service Specifications applicableto Your order, and are provided solelyfor You to evaluate and test
<br />Cloud Services for Your internal business purposes. You may be required to order certain professional services as a prerequisite
<br />to an order for a production pilot.
<br />B. SERVICES PERIOD; END OF SERVICES
<br />8.1 Services provided under this Agreement shall be provided for the Services Period defined in Your order, unless earlier
<br />suspended or terminated in accordance with this Agreement or the order. If stated in the Service Specifications, certain Cloud
<br />Services that are ordered will Auto Renew for additional Service Periods unless (i) You provide CherryRoad Technologies with
<br />written notice no later than thirty (30) days priortothe end of the applicableServices Period ofYourintention notto renew such
<br />Cloud Services, or (ii) CherryRoad Technologies provides You with written notice no later than ninety (90) days prior to the end
<br />of the a ppl ica ble Services Period of its intention not to renew such Cloud Services.
<br />8.2 Upon the end of the Services, You no longer have rights to access or use the Services, including the associated Oracle
<br />Programs and Services Environments; however, for a period of up to 60 days after the end of the applicable Services Period,
<br />Oraclewill makeavai fable Your Content and Your Applications then in the Services Environment for the purpose of retrieval by
<br />You. At the end of such 60dayperiod, anclexcept as maybe required bylaw, Oraclewi I I deleteor otherwise render inaccessible
<br />anyof Your Content and Your Applications thatremai n in the Services Environment.
<br />8.3 Oraclemay temporarilysuspend Your password, account, and accessto or useof the Services if You or Your Users violate
<br />any provision within the 'Rights Granted', 'Ownership and Restrictions', 'Fees and Taxes', 'Use of the Services', or 'Export'
<br />EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 116 of 172
<br />D-4
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