ORACLE LICENSE AND SERVICES AGREEMENT A. Agreement
Contents
1. any information design specification instruction software data or material Material furnished by either you or Oracle Provider and used by the Recipient infringes its intellectual property rights the Provider will indemnify the Recipient against the claim if the Recipient does the following e notifies the Provider promptly in writing not later than 30 days after the Recipient receives notice of the claim or sooner if required by applicable law e gives the Provider sole control of the defense and any settlement negotiations and e gives the Provider the information authority and assistance the Provider needs to defend against or settle the claim If the Provider believes or it is determined that any of the Material may have violated someone else s intellectual property rights the Provider may choose to either modify the Material to be non infringing while substantially preserving its utility or functionality or obtain a license to allow for continued use or if these alternatives are not commercially reasonable the Provider may end the license for and require return of the applicable Material and refund any fees the Recipient may have paid for it and any unused prepaid technical support fees you have paid for the license If you are the Provider and such return materially affects Oracle s ability to meet its obligations under the relevant order then Oracle may at its option and upon 30 days prior written notice te2. are not required to be licensed Compensated Individual is defined as an individual whose compensation or compensation calculations are generated by the programs The term Compensated Individual includes but is not limited to your employees contractors retirees and any other Person Computer is defined as the computer on which the programs are installed A Computer license allows you to use the licensed program on a single specified computer M Cost of Goods Sold is defined as one million U S dollars Seven hundred and seventy two thousand four hundred euros in the total cost of inventory that a company has sold during their fiscal year If Cost of Goods Sold is unknown to you then Cost of Goods Sold shall be equal to 75 of total company revenue IRE _OLSA_V120103_Def_V122304 Page 5 of 11 Electronic Order Line is defined as the total number of distinct order lines entered electronically into the Oracle Order Management application from any source not manually entered by licensed Order Management Users Professional Users 2003 or Professional Users 2003 External during a 12 month period This includes order lines originating as external EDI XML transactions and or sourced from other Oracle and non Oracle applications You may not exceed the licensed number of order lines during any 12 month period Employee is defined as an active employee of yours note The value of these applications is determined by the size of the acti
3. offered in the Oracle University online catalogue posted at www oracle com education under the terms specified therein Learning credits may only be used to acquire products and services at the list price in effect at the time you order the relevant product or service and may not be used for any product or service that is subject to a discount or a promotion when you order the relevant product or service The list price will be reduced by applying the discount specified above Notwithstanding anything to the contrary in the previous three sentences learning credits may also be used to pay taxes materials and or expenses related to your order however the discount specified above will not be applied to such taxes materials and or expenses Learning credits are valid for a period of 12 months from the date your order is accepted by Oracle and you must acquire products and must use any acquired services prior to the end of such period You may only use learning credits in the country in which you acquired them may not use them as a payment method for additional learning credits and may not use different learning credits accounts to acquire a single product or service or to pay related taxes materials and or expenses Learning credits are non transferable and non assignable You may be required to execute standard Oracle ordering materials when using learning credits to order products or services IRE _OLSA_V120103_Def_V122304 Page 6 of 11 M in M
4. the period for which fees for technical support have been paid You should review the policies prior to entering into the ordering document for the applicable services You may access the current version of the technical support policies at http oracle com contracts Technical support is effective upon shipment or if shipment is not required upon the effective date of the ordering document If your order was placed through the Oracle Store the effective date is the date your order was accepted by Oracle IRE OLSA_V120103_Def_V122304 Page 2 of 11 Software Updates or Product Support acquired with your order may be renewed annually and if you renew the Software Updates or Product Support for the same number of licenses for the same programs for the first and second renewal years the fee for Software Updates or Product Support will not increase by more than 4 over the prior year s fees If your order is fulfilled by a member of Oracle s partner program the fee for Software Updates or Product Support for the first renewal year will be the price quoted to you by your partner the fee for Software Updates or Product Support for the second renewal year will not increase by more than 4 over the prior year s fees If you decide to purchase technical support for any license within a license set you are required to purchase technical support at the same level for all licenses within that license set You may desupport a subset of licenses in a lice
5. these programs but any orders transmitted or executed electronically via EDI XML or other electronic means including purchase orders transmitted from Oracle Purchasing must be licensed separately Professional User External is defined as an individual who is not your employee contractor or outsourcer authorized by you to use the application programs which are installed on a single server or multiple servers regardless of whether or not the individual is actively using the programs at any given time For the purposes of Order Management Advanced Pricing and Purchasing Professional Users External are allowed to manually enter orders directly into these programs but any orders transmitted or executed electronically via EDI XML or other electronic means including purchase orders transmitted from Oracle Purchasing must be licensed separately Professional User 2003 is defined as an individual authorized by you to use the application programs which are installed on a single server or multiple servers regardless of whether or not the individual is actively using the programs at any given time Professional Users 2003 are allowed to manually enter orders directly into the programs but any orders entered electronically into Order Management from other sources must be licensed separately Professional User 2003 External is defined as an individual who is not your employee contractor or outsourcer authorized by you to use the applicati
6. AUSE BREACH OF THE WARRANTY OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE OR B THE REPERFORMANCE OF THE DEFICIENT SERVICES OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICES F Trial Programs You may order trial programs or Oracle may include additional programs with your order which you may use for trial non production purposes only You may not use the trial programs to provide or attend third party training on the content and or functionality of the programs You have 30 days from the delivery date to evaluate these programs If you decide to use any of these programs after the 30 day trial period you must obtain a license for such programs from Oracle or an authorized distributor If you decide not to obtain a license for any program after the 30 day trial period you will cease using and will delete any such programs from your computer systems Programs licensed for trial purposes are provided as is and Oracle does not provide technical support or offer any warranties for these programs G Indemnification If someone makes a claim against either you or Oracle Recipient that
7. ORACLE ORACLE LICENSE AND SERVICES AGREEMENT A Agreement Definitions You and your refers to the individual or entity that has executed this agreement agreement and ordered Oracle programs and or services from Oracle EMEA Limited Oracle or an authorized distributor The term programs refers to the software products owned or distributed by Oracle which you have ordered program documentation and any program updates acquired through technical support The term services refers to technical support education outsourcing consulting or other services which you have ordered B Applicability of Agreement This agreement is valid for the order to which this agreement accompanies C Rights Granted Upon Oracle s acceptance of your order you have the limited right to use the programs and receive any services you ordered solely for your internal business operations and subject to the terms of this agreement including the definitions and rules set forth in the order and the program documentation You may allow your agents and contractors to use the programs for this purpose and you are responsible for their compliance with this agreement in such use If accepted Oracle will notify you and this notice will include a copy of your agreement Program documentation is either shipped with the programs or you may access the documentation online at http oracle com contracts Services are provided based on Oracle s polic
8. Personal Edition 1 Named User Plus per database The number of licenses for the programs listed below must match the number of licenses of the associated database and if you purchase Named User Plus licenses for these programs you must maintain at a minimum 25 Named Users Plus per Processor per associated database Real Application Clusters Partitioning OLAP Data Mining Spatial Advanced Security Label Security Diagnostics Pack Tuning Pack Change Management Pack Configuration Management Pack D Signed by Signed by Oracle Authorized Signature Authorized Signature Name Name Title Title Signature Date Signature Date Effective Date IRE_OLSA_V120103_Def_V122304 Page 11 of 11
9. R YOUR ORDER WHETHER IN CONTRACT OR TORT OR OTHERWISE SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICES UNDER THIS AGREEMENT AS SPECIFIED IN YOUR ORDER IN NO EVENT SHALL ORACLE S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID UNDER YOUR ORDER N Export Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs You agree that such export control laws govern your use of the programs including technical data and any services deliverables provided under this agreement and you agree to comply with all such export laws and regulations including deemed export and deemed re export regulations additional information can be found on Oracle s Global Trade Compliance web site which can be accessed at http oracle com contracts You agree that no data information program and or materials resulting from 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 missile technology O Other This agreement is governed by the substantive and procedural laws of Ireland without reference to its conflictof laws principles and you and Oracle agree to submit to the exclusive jurisdiction of and venue in
10. Self Service Work Request option in conjunction with EAM you are required to maintain licenses for the equivalent number of EAM Users licensed and you are granted unlimited access to initiate work requests view work request status and view scheduled completion dates for your entire employee population Application Read Only User is defined as an individual authorized by you to run only queries or reports against the application program for which you have also acquired non read only licenses Case Report Form CRF Page is defined as the electronic equivalent of what would be the total number of physical paper pages initiated remotely by the program measured explicitly in the program as Received Data Collection Instruments during a 12 month period You may not exceed the licensed number of CRF Pages during any 12 month period unless you acquire additional CRF Page licenses from Oracle Collaboration Program User is defined as an individual authorized by you to use the programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time For the purposes of counting and licensing the number of Web Conferencing users a Collaboration Program User within your company is defined as a user able to initiate or host a web conference and also participate in a web conference all participants in the web conference external to your company and attending a web conference
11. anaged Assets is defined as one million U S dollars Seven hundred and seventy two thousand four hundred euros of the following total 1 Book value of investment in capital leases direct financing leases and other finance leases including residuals whether owned or managed for others active on the program plus 2 Book value of assets on operating leases whether owned or managed for others active on the program plus 3 Book value of loans notes conditional sales contracts and other receivables owned or managed for others active on the program plus 4 Book value of non earning assets owned or managed for others which were previously leased and active on the program including assets from term terminated leases and repossessed assets plus 5 Original cost of assets underlying leases and loans originated and active on the program then sold within the previous 12 months Membership is defined as an individual authorized by you to access the hosted service regardless of whether the individual is accessing the hosted service at any given time Module is defined as each production database running the programs Named User Plus is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers regardless of whether the individual is actively using the programs at any given time A non human operated device will be counted as a named user plus in addition to all individuals autho
12. at this agreement and the information which is incorporated into this agreement by written reference including reference to information contained in a URL or referenced policy together with the applicable order are the complete agreement for the programs and or services ordered by you and that this agreement supersedes all prior or contemporaneous agreements or representations written or oral regarding such programs and or services If any term of this agreement is found to be invalid or unenforceable the remaining provisions will remain effective It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non Oracle ordering document and no terms included in any such purchase order or other non Oracle ordering document shall apply to the programs and or services ordered This agreement and ordering documents may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of you and of Oracle Any notice required under this agreement shall be provided to the other party in writing M Limitation of Liability NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT INCIDENTAL SPECIAL PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS REVENUE DATA OR DATA USE ORACLE S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT O
13. be used when licensing the program s Testing For the purpose of testing physical copies of backups your license for the Oracle Database Enterprise Edition Standard Edition or Standard Edition One includes the right to run the database on an unlicensed computer for up to four times not exceeding 2 days per testing in any given calendar year Primary Usage Each licensed user of the following applications is counted only once based on primary usage Financials Discrete Manufacturing Process Manufacturing Project Costing and Purchasing You must specify how many users you are licensing for each application Primary Usage of one of the applications listed above provides the licensed user with the right to use any or all of the other application programs listed above for which you are licensed This concept also applies to Application Read Only Users Each Application Read Only User of any of the applications listed above has the right to use any or all of the other application programs listed above for which you have also acquired Application Read Only User licenses Primary Usage does not provide you with the right to use other application programs including the extensions or options to the application programs listed above You are responsible for ensuring that the following restrictions are not violated e Oracle Database Standard Edition may only be used on machines which have the ability to run a maximum of four processors or on a cluster of
14. ed as one million U S dollars Seven hundred and seventy two thousand four hundred euros in all income interest income and non interest income before adjustments for expenses and taxes generated by you during a fiscal year RosettaNet Partner Interface Processes PIPs are defined as business processes between trading partners Preconfigured system to system XML based dialogs for the relevant E Business Suite Application s are provided Each preconfigured PIP includes a business document with the vocabulary and a business process with the choreography of the message dialog Service Order Line is defined as the total number of service order entry line items processed by the program during a 12 month period Multiple service order entry line items may be entered as part of an individual customer service order or quote You may not exceed the licensed number of Service Order Lines during any 12 month period unless you acquire additional Service Order Line licenses from Oracle Subscriber is defined as a a working telephone number for all wireline devices b a portable handset or paging device that has been activated by you for wireless communications and paging c a residential drop or a nonresidential device serviced by a cable provider or d a live connected utility meter The total number of Subscribers is equal to the aggregate of all types of Subscribers If your business is not defined in the primary definition of Subscriber above S
15. ies for the applicable services ordered which are subject to change and the specific policies applicable to you and how to access them will be specified on your order Upon payment for services you will have a perpetual non exclusive non assignable royalty free license to use for your internal business operations anything developed by Oracle and delivered to you under this agreement however certain deliverables may be subject to additional license terms provided in the ordering document The services provided under this agreement may be related to your license to use programs which you acquire under a separate order The agreement referenced in that order shall govern your use of such programs Any services acquired from Oracle are bid separately from such program licenses and you may acquire either services or such program licenses without acquiring the other D Ownership and Restrictions Oracle retains all ownership and intellectual property rights to the programs and anything developed by Oracle and delivered to you under this agreement resulting from the services You may make a sufficient number of copies of each program for your licensed use and one copy of each program media You may not e remove or modify any program markings or any notice of Oracle s proprietary rights e make the programs or materials resulting from the services available in any manner to any third party for use in the third party s business operations unles
16. ium Online Library or the Online Course shall cease Order Line is defined as the total number of order entry line items processed by the program during a 12 month period Multiple order entry line items may be entered as part of an individual customer order or quote and may also be automatically generated by the Oracle Configurator You may not exceed the licensed number of Order Lines during any 12 month period unless you acquire additional Order Line licenses from Oracle Order Management User is defined as an individual authorized by you to use the applicable licensed application programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time Order Management Users are allowed to manually enter orders directly into the programs but any orders IRE OLSA_V120103_Def_V122304 Page 7 of 11 entered electronically from other sources must be licensed separately Orders is defined as the total number of distinct orders for all programs that are a part of Electronic Orders entered electronically not manually entered by licensed professional users through EDI XML or other electronic means including purchase orders transmitted from Oracle Purchasing during a 12 month period You may not exceed the licensed number of orders during any 12 month period Partner Organization is defined as an external third party business entity that provides value added ser
17. machines supporting up to a maximum of four processors per cluster e Oracle Standard Edition One may only be used on machines which have the ability to run a maximum of two processors e The number of TRACE licenses Rdb Server Option must match the number of licenses of the associated database e The number of Diagnostics Pack and or Configuration Management Pack licenses must match the number of licenses of the associated Internet Application Server program Enterprise Edition Standard Edition or Java Edition The number of Identity Management licenses must match the number of licenses of the associated Internet Application Server Standard Edition program e Application licensing prerequisites as specified in the Applications Licensing Table which may be accessed at http oracle com contracts If you purchase Named User Plus licenses for the programs listed below you must maintain the following user minimums and user maximums IRE OLSA_V120103_Def_V122304 Page 10 of 11 Named User Plus Minimum 25 Named Users Plus per Processor 25 Named Users Plus per Processor 25 Named Users Plus per Processor 10 Named Users Plus per Processor 0 TopLink 10 Named Users Plus per Processor 0 Internet Application Server Java Edition 10 Named Users Plus per Processor Internet Application Server Standard Edition 10 Named Users Plus per Processor Internet Application Server Enterprise Edition 0 Named Users Plus per Processor Named User Plus Maximum
18. mber of processors which require licensing a multicore chip with n processor cores shall be counted as n processors For the Healthcare Transaction Base program only the processors on which Internet Application Server Enterprise Edition and this program are installed and or running are counted for the purpose of determining the number of licenses required For the iSupport iStore and Configurator programs only the processors on which Internet Application Server Standard Edition and or Enterprise Edition and the licensed program are running are counted for the purpose of determining the number of licenses required for the licensed program under these licenses you may also install and or run the licensed program on the processors where a licensed Oracle Database Standard Edition and or Enterprise Edition is installed and or running With respect to the Customer Data Hub program in determining the number of licenses required only processors on which both Oracle Database Enterprise Edition and the Customer Data Hub program are running in production shall be counted Professional User is defined as an individual authorized by you to use the application programs which are installed on a single server or multiple servers regardless of whether or not the individual is actively using the programs at any given time For the purposes of Order Management Advanced Pricing and Purchasing Professional Users are allowed to manually enter orders directly into
19. nse set only if you agree to terminate that subset of licenses The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination Oracle s license set definition is available in the current technical support policies If you decide not to purchase technical support you may not update any unsupported program licenses with new versions of the program Oracle reserves the right to desupport its programs or particular versions of its programs You will be notified in advance when Oracle determines that a program is to be desupported Such desupport notices which are posted at Oracle s customer support web site MetaLink or Oracle s then current customer support web site contain desupport dates information about availability of Extended Support and Extended Maintenance Support and information about migration paths for certain features The desupport notices are subject to change Oracle will provide updated desupport notices on MetaLink or Oracle s then current customer support web site as necessary I End of Agreement If either of us breaches a material term of this agreement and fails to correct the breach within 30 days of written specification of the breach the other party may terminate this agreement If Oracle ends this agreement as specified in the preceding sentence or under the Indemnification section you must pay within 30 days all amounts which ha
20. nt obligations in your order K Nondisclosure By virtue of this agreement the parties may have access to information that is confidential to one another confidential information Confidential information shall be limited to the terms and pricing under this agreement and all information clearly identified as confidential A party s confidential information shall not include information that a is or becomes a part of the public domain through no act or omission of the other party b was in the other party s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party c is lawfully disclosed to the other party by a third party without restriction on the disclosure or d is independently developed by the other party We each agree to hold each other s confidential information in confidence for a period of three years from the date of disclosure Also we each agree to disclose confidential information only to those employees or agents who are required to access it in furtherance of this agreement and who are required to protect it against unauthorized disclosure Nothing shall prevent either party from disclosing the terms or pricing under this agreement or orders submitted under this agreement in any legal proceeding arising from or in connection with this agreement L Entire Agreement IRE OLSA_V120103_Def_V122304 Page 3 of 11 You agree th
21. of a third party software application or system and Oracle programs M Annual Transaction Volume is defined as one million U S dollars Seven hundred and seventy two thousand four hundred euros in all purchase orders transacted and all auctions conducted through the Oracle Exchange Marketplace by you and others during the applicable year of the Oracle Exchange Marketplace license regardless of whether any such auction results in a purchase order provided that an auction resulting in a purchase order shall only be counted against the Annual Transaction Volume once Applications National Language Support NLS Supplement CD Packs Please be advised that only a subset of the products included on an Applications NLS Supplement CD Pack have been translated For existing supported customers MetaLink has information on which products have been translated for the supported languages http metalink oracle com For new or unsupported customers please contact your Oracle Account Manager for this information Application User Enterprise Asset Management EAM User Field Sales User Financials User Inventory Shipping User Marketing User Manufacturing User Purchasing User TeleSales User is defined as an individual authorized by you to use the applicable licensed application programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time If you license the
22. on programs which are installed on a single server or multiple servers regardless of whether or not the individual is actively using the programs at any given time Professional Users 2003 External are allowed to manually enter orders directly into the programs but any orders entered electronically into Order Management from other IRE _OLSA_V120103_Def_V122304 Page 8 of 11 sources must be licensed separately Program Documentation is defined as the program user manual and program installation manuals Purchase Line is defined as the total number of purchase line items processed by the application during a 12 month period Multiple purchase lines may be created on either a requisition or purchase order or may be automatically generated by other Oracle Application programs For iProcurement Purchase Lines are counted as all line items on an approved requisition created in iProcurement For Purchasing Intelligence Purchase Lines are counted as the line items on purchase orders processed through this application This does not include communication on the same purchase order For each application you may not exceed the licensed number of Purchase Lines during any 12 month period unless you acquire additional Purchase Line licenses from us You may acquire a different number of Purchase Line licenses for each program the number of Purchase Lines for iProcurement could be a smaller number than for Purchasing Intelligence M in Revenue is defin
23. osting Term A program license specifying a 1 Year Hosting Term shall commence on the effective date of the order and shall continue for a period of 1 year At the end of the 1 year the program license shall terminate A program license specifying a 1 Year Hosting Term may only be used for providing internet hosting services 1 Year Oracle Hosted Term A program license specifying a 1 Year Oracle Hosted Term shall commence on the effective date of the order and shall continue for a period of 1 year At the end of the 1 year the program license shall terminate A program license specifying a 1 Year Oracle Hosted Term must be hosted by Oracle com via Computer and Administration services 1 Year Subscription A program license specifying a 1 Year Subscription shall commence on the effective date of the order and shall continue for a period of 1 year At the end of the 1 year the program license shall terminate Licensing Rules Failover Your license for the following programs Oracle Database Enterprise Edition Standard Edition or Standard Edition One and Oracle Internet Application Server Enterprise Edition Standard Edition Standard Edition One or Java Edition includes the right to run the licensed program s on an unlicensed spare computer in a failover environment for up to a total of ten separate days in any given calendar year Any use beyond the right granted in the previous sentence must be licensed separately and the same license metric must
24. rams in excess of your license rights If you do not pay Oracle can end your technical support licenses and or this agreement You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit P Force Majeure Neither of us shall be responsible for failure or delay of performance if caused by an act of war hostility or sabotage act of God electrical internet or telecommunication outage that is not caused by the obligated party government restrictions including the denial or cancellation of any export or other license other event outside the reasonable control of the obligated IRE _OLSA_V120103_Def_V122304 Page 4 of 11 party We both will use reasonable efforts to mitigate the effect of a force majeure event If such event continues for more than 90 days either of us may cancel unperformed services 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 services provided Q License Definitions and Rules To fully understand your license grant you need to review the definition for the licensing metric and term designation as well as the licensing rules which are listed below Adapter is defined as each software code interface installed on each Oracle Internet Application Server Enterprise Edition which facilitates communication of information between each version
25. rized to use the programs if such devices can access the programs If multiplexing hardware or software e g a TP monitor or a web server product is used this number must be measured at the multiplexing front end Automated batching of data from computer to computer is permitted You are responsible for ensuring that the named user plus per processor minimums are maintained for the programs contained in the user minimum table in the licensing rules section the minimums table provides for the minimum number of named users plus required and all actual users must be licensed Non Employee User External is defined as an individual who is not your employee contractor or outsourcer authorized by you to use the application programs which are installed on a single server or multiple servers regardless of whether or not the individual is actively using the programs at any given time Oracle Finance Division Contract is a contract between you and Oracle or one of Oracle s affiliates that provides for payments over time of some or all of the sums due under your order Oracle University Online Service the Oracle University Online Service is a web based learning environment comprised of both individual Oracle University Online Courses Online Courses as well as such courses bundled together as the Oracle University Online Library Online Library A Premium Online Library may be available in certain foreign languages The Oracle Universi
26. rminate the order The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider s user documentation or if the Recipient uses a version of the Materials which has been superseded if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information design specification instruction software data or material not furnished by the Provider Oracle will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Oracle This section provides the parties exclusive remedy for any infringement claims or damages H Technical Support For purposes of the ordering document technical support consists of Software Updates Product Support and or other annual technical support services you may have ordered If ordered annual technical support including first year and all subsequent years is provided under Oracle s technical support policies in effect at the time the services are provided The technical support policies incorporated in this agreement are subject to change at Oracle s discretion however Oracle will not materially reduce the level of services provided for supported programs during
27. s is a fraction that number will be rounded to the nearest whole number for purposes of license quantity requirements Hosted Named User is defined as an individual authorized by you to access the hosted service regardless of whether the individual is actively accessing the hosted service at any given time iLearning Subscription is defined as a web based learning environment that is made available to you subject to the terms of this agreement and Oracle s iLearning Subscription Policies Oracle s iLearning Subscription Policies may be accessed at http oracle com contracts and may be updated by Oracle from time to time without notice to you Implementation Services Packaged Methods Architecture Services Accelerator Services Assessment Services and Workshops Each Implementation Service Packaged Method Architecture Service Accelerator Service Assessment Service and Workshop is provided subject to the statement of obligation for that particular offering and Oracle s consulting services policies Oracle s consulting services policies may be accessed at http oracle com contracts and are subject to change 1K Invoice Line is defined as one thousand invoice line items processed by the program during a 12 month period You may not exceed the licensed number of Invoice Lines during any 12 month period unless you acquire additional Invoice Line licenses from Oracle Learning Credits may be used to acquire education products and services
28. s such access is expressly permitted for the specific program license or materials from the services you have acquired e cause or permit reverse engineering unless required by law for interoperability disassembly or decompilation of the programs or e disclose results of any program benchmark tests without Oracle s prior written consent E Warranties Disclaimers and Exclusive Remedies Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year after delivery You must notify Oracle of any program warranty deficiency within one year after delivery Oracle also warrants that services ordered will be provided in a professional manner consistent with industry standards You must notify Oracle of any services warranty deficiencies within 90 days from performance of the services described in the ordering document ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS TO THE EXTENT PERMITTED BY LAW THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IRE _OLSA_V120103_Def_V122304 Page 1 of 11 FOR ANY BREACH OF THE ABOVE WARRANTIES YOUR EXCLUSIVE REMEDY AND ORACLE S ENTIRE LIABILITY SHALL BE A THE CORRECTION OF PROGRAM ERRORS THAT C
29. the courts in Ireland in any dispute arising out of or relating to this agreement If you have a 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 EMEA Limited East Point Business Park Fairview Dublin 3 Ireland Attention Director of Legal Affairs Legal Department You may not assign this agreement or give or transfer the programs and or any services or an interest in them to another individual or entity If you grant a security interest in the programs and or any services deliverables the secured party has no right to use or transfer the programs and or any services deliverables and if you decide to finance your acquisition of the programs and or any services you will follow Oracle s policies regarding financing which are at http oracle com contracts Except for actions for nonpayment or breach of Oracle s proprietary rights no action regardless of form arising out of or relating to this agreement may be brought by either party more than two years after the cause of action has accrued Upon 45 days written notice Oracle may audit your use of the programs You agree to cooperate with Oracle s audit and provide reasonable assistance and access to information You agree to pay within 30 days of written notification any fees applicable to your use of the prog
30. ty Online service is made available to you subject to the terms of this agreement and Oracle University s Online Hosting Access Policies Oracle University s Online Hosting Access Policies are located at www oracle com education oln index html and may be updated by Oracle from time to time without notice to you You acknowledge that you will create and activate an administrator account and password and that the Oracle University Online Service is available on http www oracle com education oln Notwithstanding anything to the contrary in the agreement Oracle does not warrant that the Oracle University Online service will be provided uninterrupted or error free If you acquire the Online Library the term shall be one year from the effective date of your order At the end of the term you may renew your order for an additional one year term at the then current Online Library rate by contacting your local Oracle Education Sales Office If you choose not to renew the membership all rights to use the Online Library shall cease You may acquire under a separate order the Premium Online Library or an individual Online Course for a term of 6 months from the effective date of your order At the end of the term you may renew your order for an additional 6 month term at the then current Premium Online Library or individual Online Course rate by contacting your local Oracle Education Sales Office If you choose not to renew the membership all rights to use the Prem
31. ty and proprietary rights of the confidential information of third parties such as Oracle and instruct your employees and agents of these requirements for the TRMs c restrict disclosure of the TRMs to those of your employees and agents who have a need to know consistent with the purposes for which such TRMs were disclosed d maintain the TRMs at all times on your premises and e not to remove or destroy any proprietary or confidential legends or markings placed upon the TRMs Oracle shall retain all title copyright and other proprietary rights in the TRMs TRMs are provided to you as is without any warranty of any kind Upon termination you shall cease using and shall return or destroy all copies of the applicable TRMs Trainee is defined as an employee contractor student or other person who is being recorded by the program IRE OLSA_V120103_Def_V122304 Page 9 of 11 Workstation is defined as the client computer from which the programs are being accessed regardless of where the program is installed Term Designation If your program license does not specify a term the program license is perpetual and shall continue unless terminated as otherwise provided in the agreement 1 2 3 4 5 Year Terms A program license specifying a 1 2 3 4 or 5 Year Term shall commence on the effective date of the order and shall continue for the specified period At the end of the specified period the program license shall terminate 1 Year H
32. ubscriber is defined as each U S 1 000 Seven hundred and seventy two euros increment of your gross annual revenue as reported to the SEC in your annual report or the equivalent accounting or reporting document Suite is defined as all the functional software components described in the product documentation System shall be defined as each distinct production database Test development failover and standby databases are not required to be licensed as systems however you may run the program on these databases Technical Reference Manuals Technical Reference Manuals TRMs are Oracle s confidential information You shall use the TRMs solely for your internal data processing operations for purposes of a implementing applications programs b interfacing other software and hardware systems to the applications programs and c building extensions to applications programs You shall not disclose use or permit the disclosure or use by others of the TRMs for any other purpose You shall not use the TRMs to create software that performs the same or similar functions as any of Oracle products You agree a to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as you exercise to safeguard the confidentiality of your own most important confidential information or a reasonable degree of care whichever is greater b to maintain agreements with your employees and agents that protect the confidentiali
33. ve accrued prior to the end of this agreement as well as all sums remaining unpaid for programs ordered and or services received under this agreement plus related taxes and expenses Except for nonpayment of fees we each agree to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach You agree that if you are in default under this agreement you may not use those programs and or services ordered You further agree that if you have used an Oracle Finance Division contract to pay for the fees due under an order and you are in default under that contract you may not use the programs and or services ordered and Oracle may end this agreement Provisions that survive termination or expiration include those relating to limitation of liability infringement indemnity payment and others which by their nature are intended to survive J Fees and Taxes All fees payable to Oracle are due within 30 days from the invoice date You agree to pay any sales value added or other similar taxes imposed by applicable law that Oracle must pay based on the programs and or services you ordered except for taxes based on Oracle s income Also you will reimburse Oracle for reasonable expenses related to providing the services Fees for services listed in an ordering document are exclusive of taxes and expenses You agree that you have not relied on the future availability of any programs or updates in entering into the payme
34. ve employee population and not the number of actual users Therefore all of your active employees must be included in your order when licensing these applications Employee User is defined as an individual authorized by you to use the application programs which are installed on a single server or multiple servers regardless of whether or not the individual is actively using the programs at any given time Your human resource personnel that require access to the Oracle Self Service Human Resources program may not be licensed as Employee Users but must be licensed as Professional Users Additionally your technical support personnel that require access to the Oracle iSupport program may not be licensed as Employee Users but must be licensed as Professional Users Expense Report is defined as the total number of expense reports processed by Internet Expenses during a 12 month period You may not exceed the licensed number of expense reports during any 12 month period Field Technician is defined as an engineer technician representative or other person who is dispatched by you including the dispatchers to the field using the programs Full Time Equivalent FTE Student is defined as any full time student enrolled in your institution and any part time student enrolled in your institution counts as 25 of an FTE Student The definition of full time and part time is based on your policies for student classification If the number of FTE Student
35. vices in marketing and selling your products Depending upon the type of industry partner organizations play different roles and are recognized by different names such as reseller distributor agent dealer or broker Person is defined as your employee or contractor who is actively working on behalf of your organization or a former employee who has one or more benefit plans managed by the system or continues to be paid through the system For Time and Labor a person is defined as an employee or contractor whose time or labor piece work or absences are managed by the application For Project Resource Management a person is defined as an individual who is scheduled on a project For Internet Time a person is defined as an individual who is charging time to a project via the application The total number of licenses needed is to be based on the peak number of part time and full time people whose records are recorded in the system Ported Number is defined as the telephone number that end users retain as they change from one service provider to another This telephone number originally resides on a telephone switch and is moved into the responsibility of another telephone switch Processor shall be defined as all processors where the Oracle programs are installed and or running Programs licensed on a Processor basis may be accessed by your internal users including agents and contractors and by third party users For the purposes of counting the nu
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