Agmt19 CherryRoad Technologies, Inc.

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another individuaIorentity. If You grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any del iverables. 22. OTHER 22.1 Oracle and CherryRoad are independent contractors and we agree that no partnership, joint venture, or agency relationship exists between Ora c l e, CherryRoad, and You. We are each responsiblefor paying our own employees, including employment related taxes and insurance. You understand that Oracles business partners and other third parties, including any third parties with which Ora clehas an integration or that are retained by You to provide consulting or imp[ ementati on services or applications that interact with the Cloud Services, are independent of Oracle and are not Oracles agents. Oracle is not I iable for, bound by, or responsible for any pro b[ems with the Services, Your Content or Your Applications arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as an Oracle subcontractor on an engagement ordered under this Agreement and, if so, then onlyto the same extent as Oraclewould be responsiblefor Oracle resources under this Agreement. This Agreement is entered exclusively between You and CherryRoad. While Oracle has no contractual relationship with You, Oracleis a third party beneficiaryof this Agreement. 22.2 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall bereplaced with another term consistent with the purposeand intent of this Agreement. 22.3 Except for actions for nonpayment or breach of Oracle's proprietary rights,no action, regardless of form, arisingoutof or relatingto this Agreement may be brought by either party more than two years after the causeof action has accrued. 22.4 OraclePrograms and Services are not designed for or specifically intended for use in nuclearfacilities or other hazardous applications. You agree that it is Your responsibilityto ensure safeuseof OraclePrograms and Services in such applications. 22.5 You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your Applications, and Third Party Content, as well as other vendor's products provided by You that You use with the Services, includingsuch rights andconsents as necessary forOracleto perform the Services under this Agreement. 22.6 You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable Oracleto providethe Services and You will perform the actions identified in Your order as Your responsibilities. 22.7 You remain solely responsiblefor Your regulatory compliance in connection with Your use of the Services. You are responsiblefor making Oracleawareof any technical requirements that resultfrom Your regulatory obligations priortoentering into an order governed by this Agreement. Oracle will cooperate with Your efforts to determine whether use of the standard Oracle Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by Oracleor changes to the Services. 22.8 Oracle may auditYour use of the Services (e.g., through use of software tools) to assess whether Your use of the Services is in accordance with Your order and the terms of this Agreement. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If you do not pay, Oraclecan end Your Services and/or Your order. You agree that Oracleshall notberesponsiblefor any of Your costs incurred in cooperating with the audit. 22.9 The purchaseof Cloud Services, or other serviceofferings, programs or products are all separateoffers and separatefrom any other order. You understand that You may purchase Cloud Services, or other service offerings, programs or products independently of any other order. Your obligation to pay under any order is not contingent on performance of any other service offerings or deliveryof programs or products. EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 122 of 172 D-10