Agmt19 CherryRoad Technologies, Inc.

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REV: 07-22-24 MI 11.2 You acknowledge that the SeNices are designed with capabilities for You and Your Users to access the SeNices without regard to geographic location and to transfer or otherwise move Your Content between the SeNices and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Content. 12.FORCE MAJEURE Neither of us, nor Oracle, shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, 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 obligated party. Oracle and You will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, Oracle or You may cancel unperformed SeNices and affected orders upon written notice. This Section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services. 13.GOVERNING LAW AND JURISDICTION This Agreement is governed by the substantive and procedural laws of the State of California and You and CherryRoad agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco or Santa Clara counties in California in any dispute arising out of or relating to this Agreement. 14.NOTICE 14.1.Any notice required under this Agreement shall be provided to the other party, and Oracle, in writing. If You have a legal dispute with Oracle or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway, Redwood Shores, CA 94065, Attention: General Counsel, Legal Department. 14.2.Oracle may give notices applicable to Oracle's Cloud SeNices customer base by means of a general notice on the Oracle portal for the Cloud SeNices, 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 first class mail or pre- paid post to Your address on record in Oracle's account information. 15.ASSIGNMENT You may not assign this Agreement or give or transfer the SeNices, or any interest in the SeNices, to another individual or entity. 16.OTHER 16.1 Oracle is an independent contractor and You agree that no partnership, joint venture, or agency relationship exists between Oracle, CherryRoad, and You. Oracle and You are each responsible for paying our own employees, including employment related taxes and insurance. You understand that Oracle's business partners and other third parties, including any third parties with which the SeNices has an integration or that are retained by You to provide consulting or implementation seNices or applications that interact with the SeNices, are independent of Oracle and are not Oracle's agents. Oracle is not liable for, bound by, or responsible for any problems with the SeNices, 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 SeNices as an Oracle subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as Oracle would be responsible for Oracle resources under this Agreement. This Agreement is entered exclusively between You and CherryRoad . While Oracle has no contractual relationship with You, Oracle is a third party beneficiary of this Agreement. ATTY/AGR.2024/Amend. No.6/CherryRoad Technologies Inc. (Amendment No.6) (Page 10 of 16)