Agmt19 CherryRoad Technologies, Inc.

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form that could serve to identify You or any individual, and Service Analyses do not constitute Personal Data. Ora cIeretains all intellectual property rights in Service Ana l yses. 17. EXPORT 17.1 Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree thatsuch export laws govern Youruse of the Services (includingtechnical data) and any Services deliverables provided under this Agreement, and You agree to complywith all such export laws and regulations (including "deemed export" and"deemed re-export" regulations). You agreethat no data, information, software programs and/or materials resultingfrom Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missiletechnology. 17.2 You acknowledge that the Cloud Services are designed with capabilities for You and Your Users to access the Services Environment without regard to geographic location and to transfer or otherwise move Your Content and Your Applications between the Services Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of Your Content and Your Applications. 18. FORCE MAJEURE Neither of us, nor Oracle, shall be responsibleforfailureor delay of performance if caused by: an actof war, hostility, orsabotage; act of God; pandemic; el ectrica I, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligatedparty. Weboth will use reasonable efforts to mitigate the effect of a force majeure event. Ifsuch event continues for more than 30 days, either of us may cancel unperformed Services and affected orders upon written notice. This Section does not excuseeither party's obligationto take reasonablestepsto followits normal disaster recovery procedures or Your obligation to pay for the Services. 19. GOVERNING LAW AND JURISDICTION This Agreement is governedbythe substantiveand procedural laws oftheState of California and You and Oracleagreeto submit to the exclusive jurisdiction of, and venue in, the courts of San Francisco or Santa Clara counties in California in any dispute arisingoutof or relatingto this Agreement. 20. NOTICE 20.1 Any notice required under this Agreement shall beprovidedto the other party, and Oracle, in writing. If You havealegal disputewith Oracleor if You wish to provide notice under the Indemnification Section of this Agreement, or if You become subjectto insolvency or other similarlegal proceedings,You will promptly send written noticeto: Oracle America, Inc., 500 Oracle Parkway, Redwood Shores,CA 94065. Attention: General Counsel,Legal Department. The parties shall provide noticeto each other as setforth i n Section 16 of the Services Agreement. 20.2 To request a termination of Services in accordance with this Agreement, You must submit a service request to Oracle at the address specified in Your order or the Service Specifications. 20.3 Oracle may give notices applicableto Oracle's Cloud Services customer base by means of a general notice on the Oracle portal forthe Cloud Services, and notices specific to You by electronic mail to Your e-mail address on record in Oracle's account information or by written communication sent by fi rstcl ass mai I or pre -paid postto Your address on record in Oracle's account information. 21. ASSIGNMENT You may not assign this Agreement or give or transfer the Services (including the Oracle Programs) or an interest in them to EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 121 of 172 ME