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Policy is subject to change at Oracles discretion; however, Ora clepolicy changes will not result in a material reduction in the
<br />level of protection providedfor Your Personal Data provided as partof Your Content duringthe Services Period of Your order.
<br />10.2 Oracles Data Processing Agreement for Ora c l e Cloud Services (the "Data Processing Agreement"), which is available at
<br />http://www.oracle.com/dataprocessingagreement and incorporated herein by reference, describes the parties', and Oracles
<br />respective roles forth processing and control of Personal Data that You provide to Ora Ice as part of the Cloud Services. Oracle
<br />will act as a data processor, and will act on Your instruction concerning the treatment of Your Personal Data residing in the
<br />Services Environment, as specified in this Agreement, the Data Processing Agreement and the a pplicab l eorder. You agree to
<br />provide any notices and obtain any consents related to Your use of the Services and Ora c I e's provision of the Services, including
<br />those related to the colt ecti on, use, processing, transfer and disc Iosureof Personal Data.
<br />10.3 The Service Spec if ications a pp I icable to Your order define the ad mini strative, physical, technical and others a feguards applied
<br />to Your Content residing in the Services Environment, and describe other aspects of system management applicableto the
<br />Services. You are responsiblefor any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your
<br />Content and Your Applications, including any viruses, Trojan horses, worms or other programming routines contained in Your
<br />Content or Your Applications that could limit or harm the functionalityof a computer or that could damage, intercept or
<br />expropriate data. You may disclose or transfer, or i nstruct Oracleto disclose or transfer, Your Content or Your Applications to a
<br />third party, and upon such disclosure ortransfer Oracleis no longer responsiblefor the securityor confidentialityof such content
<br />and applications outsideof Oracle.
<br />10AYou maynot provide Oracleaccess to health, payment card orsimilarlysensitivepersonal information that imposes specific
<br />data security obligations for the processingof such data unless specified in Your order. Ifavailable,You may purchaseservices
<br />from Oracle (e.g., Oracle Payment Card Industry Compliance Services, Oracle HIPAA Security Services, Oracle Federal Security
<br />Services, etc.) designed to address pa rticulardata protection requirements applicableto Your business or Your Content.
<br />11. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
<br />11.1 Oracle and CherryRoad warrantthat Oraclewill perform Cloud Services in al I material respects as described i n the Service
<br />Specifications. Ifthe Services providedto You were notperformed as warranted,You must promptly prbvidewritten noticeto
<br />Oraclethat describes the deficiency in the Services (i ncluding, as applicable, the service request number notifying Oracl eof the
<br />deficiency in the Services).
<br />11.2 ORACLE AND CHERRYROAD DO NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR -FREE OR
<br />UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION
<br />WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA
<br />NOT PROVIDED BY ORACLE, AND (C)THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU
<br />ACKNOWLEDGE THAT NEITHER ORACLE NOR CHERRYROAD CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS
<br />FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
<br />PROBLEMS INHERENT IN THE USE OFSUCH COMMUNICATIONS FACILITIES. NEITHER ORACLE NOR CHERRYROAD IS RESPONSIBLE
<br />FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. NEITHER ORACLE NOR
<br />CHERRYROAD IS RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES
<br />THAT ARISE FROM YOUR CONTENT, YOUR APPUCATIONS ORTHIRD PARTY CONTENT.
<br />11.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE'S AND CHERRYROAD'S ENTIRE
<br />LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ORACLE
<br />CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY INA COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT
<br />SERVICES AND CHERRYROAD WILLREFUND TO YOU, THE FEES FORTHE TERMINATED SERVICES THAT YOU PAID TO CHERRYROAD
<br />FORTHE PERIOD FOLLOWING THE EFFECTIVE DATE OFTERMINATION.
<br />11.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR
<br />IMPLIED WARRANTIES ORCONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR
<br />FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 118 of 172
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