oracle partnernetwork full use program distribution agreement
Contents
1. information to a federal or state governmental entity as required by law L Trademarks and Copyrights You are authorized to use Oracle s trademarks and service ma rks the Oracle trademarks to refer to the associated Oracle products and services Your use of the Oracle trademarks shall comply with Oracle s trademark usage guidelines and all goodwill based upon use of the Oracle trademarks shall inure to Oracle s benefit Oracle s trademark usage guidelines incorporated in this agreement are subject to change You may a ccess Oracle s trademark usage guidelines at http partner oracle com log in select Membership Agreements amp Policies In marketing promoting or licensing the programs you agree to make it clear that Oracle is the source of the programs You shall retain all notices including copyright and trademark notices on the programs and any copies of the programs You shall not modify the programs and shall deliver the programs exactly as you receive them or have Oracle deliver the programs in the original media M Relationships between Parties In all matters relating to this agreement you will actas an independent contractor This agreement does not create a partnership joint venture agency empl oyee employer lobbyist lobbyist employer relationship or franchisee franchisor relationship between the parties Except wi th regard to your distribution of first year Oracle technical support to the end users and Ora2. subject to change at Orac le s discretion You may access the current version of the Partner Ordering Policy at _http partner oracle com log in select Membership Agreements amp Policies The term programs refers to the software products owned or distributed by Oracle in cluded on the Oracle Technology global price list including program documentation and any program updates acquired through technical support The term programs does not include any Oracle programs which are not included on the Oracle Technology global price list Oracle may identify certain programs in the Oracle Technology global price list as unavailable for distribution to end users or may advise you of the same via wri tten notification For the purposes of this agreement such programs shall be deemed to be excluded from the definition of programs and you shall have no right to distribute such programs NO_OPN Full Use_clickwrap_v100908 Page 1 The term program documentation refers to the program user manual and program _ installation manuals Program documentation is delivered with the programs or documentation may be accessed online at http oracle com contracts The term public sector entity is any government legis ature or decision making body judiciary instrumentality department or agency at any level national local municipal or otherwise entities m anaged controlled or majority owned by government interests public or ganizati
3. the Oracle Technology and or Oracle University global price lists and discount terms in effect at the time the order is submitt ed To view the Oracle Technology and or Oracle University global price lists and discount terms you must log into the OPN web site at http partner oracle com log in select Membership Agreements amp Policies It is your responsibility to access the Or acle Technology and Oracle University global price lists to obtain current information If Oracle s Technology and or Oracle Univ ersity global price lists change after you issue a valid written quote for program licenses or learning credits to an end user for 90 days after the date you submit the quote to the end user the fee applicable to the programs learning credits and or services identified in the quote shall be based on the Oracle Technology and or Oracle University global price lists in effect on the date you submit the quote Moreover in the event that Oracle University publishes a price promotion on the Oracle PartnerNetwork website for learning credits notwithstanding any discount te rms on the Oracle PartnerNetwork website or in this agreement your sole and exclusive discount on the promotional learning credits shall be 15 off the promotion price All fees payable to the applicable Oracle group company are due within 30 days from the invoice date You also agree to pay any sales value added or other similar taxes imposed by applicable law that the applicab
4. to disclose only information t hat is required for the performance of obligations under this agreement Confidential information shall be limited to t he terms and pricing under this agreement and all information clearly identified as confidential at the time of disclosure 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 o was in the other party s lawful po ssession prior to the disclosure and had not been obtained by the other party eit her 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 th ree years from the date of disclosure Also we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure Nothing shall prevent 1 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 the terms of this agreement 2 Oracle from disclosing to an Oracle VAD information about the status of your membership in the Oracle PartnerNetwork or this agreement or 3 either party from disclosing the confidential
5. NDIRECT 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 OR YOUR ORDER WHETHER IN CONTRACT OR TORT OR OTHERWISE SHALL BE LIMITED TO A THE AMOUNT OF FEES YOU PAID ORACLE UNDER THIS AGREEMENT AND IF SUCH DAMAGES RESULT FROM YOUR DISTRIBUTION OF PROGRAMS OR SERVICES OR LEARNING CREDITS SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICES OR RELEVANT LEARNING CREDITS GIVING RISE TO THE LIABILITY OR B IF YOU ORDERED PROGRAMS LEARNING CREDITS AND OR SERVICES THROUGH AN ORACLE VAD THE AMOUNT OF FEES THAT YOU WOULD HAVE PAID TO ORACLE NO_OPN Full Use_clickwrap_v100908 Page 8 UNDER THIS AGREEMENT HAD YOU ORDERED DIRECTLY FROM ORACLE AND IF SUCH DAMAGES RESULT FROM YOUR DISTRIBUTION OF PROGRAMS OR SERVICES OR LEARNING CREDITS SUCH LIABILITY SHALL BE LIMITED TO THE FEES THAT YOU WOULD HAVE PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICES OR RELEVANT LEARNING CREDITS GIVING RISE TO THE LIABILITY HAD YOU ORDERED DIRECTLY FROM ORACLE S Export Export laws and regulations of the Unit ed States and other relevant local ex port laws and regulations apply to the programs You agree that such export control laws govern your use and distributi on of the programs including technical data and any services deliverables provided under this agreem ent and you agree
6. ORACLE ORACLE PARTNERNETWORK FULL USE PROGRAM DISTRIBUTION AGREEMENT This Full Use Program Distribution Agreement agreement includes the terms and definitions set out below and any orders you submit This agreement is not effective until accepted by Oracle If accepted Oracle will notify you and the terms of this agreement will govern A Agreement Definitions You and your refer to the entity that has entered into this agreement with Oracle Norge Oracle to distribute Oracle s programs and or services with the value added pack age You and your also refer to your majority owned subsidiaries You warrant that you have the authority to bind your majority owned subsidiaries to the terms of this agreement and any applicable order with Oracle and further warr ant that you shall be responsible for a breach of such terms by your majority owned subsidiaries The term ancillary programs refers to third party materi als specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered The term distribution rights refers to the right to distribute the programs earning credits and or services to an end user with the value added package under the terms of this agreement The term end user refers to a third party that is licensed to use the programs for its own internal business operations subje
7. am for the licensed use and one copy of each program media Third party technology may be necessary for use with so me Oracle programs and is specified in the program documentation specific files which are identified in the program documentat ion of such third party technology collectively the Open Source Technology may be included on t he same medium or as part of the download of Oracle programs you receive but is licensed under the Mozilla Pub lic License Common Public License GNU Lesser General Public License Netscape Public License or similar roya Ity free open source license collectively the Open Source Licenses This agreement does not modify or abr idge any rights or obligations you ma y have in Open Source Technology under applicable Open Source Licenses however to the extent that Open Source Technology is incorporated into an Oracle program your rights and remedies under this agreement wi th respect to such Open Source Technology i e indemnification shall apply but only for your use of the Oracle program that is in compliance with the terms of this agreement and with the terms of any rele vant Open Source License Any use of Open Source Technology outside of your licensed use of applicable Oracle programs is subject to the rights and obligations under such third party technology s Open Source License Open Source Technology programs that are separate from Oracle programs are provided as a courtesy to you and are lic
8. ar e provided The technical support policies incorporated in this agreement are subject to change at Or acle s discretion however Oracle w ill not materially reduce the level of NO_OPN Full Use_clickwrap_v100908 Page 2 services provided for programs during the period for which fees for technical support have been paid You and the end user should review the policies prior to entering into the order for the applicable services You and or the end user may access the current version of the technical support policies at http oracle com contracts If you distribute first year technical support to an end user you must inform the end user of the annual technical support fees that Oracle would charge for second year technical support if renewed through Oracle You may access the current guidelines regarding the pricing of the second year of technical support at http partner oracle com log in select Membership Agreements amp Policies C Trial Licenses for Programs You may order trial licenses for the programs for distri bution to end users Oracle grants you a nonexclusive nontransferable right to distribute trial licenses to no mo re than 50 end users at any one time for the end users own internal evaluation purposes and not for development prototy pe training or technical support purposes by referring the end users to Oracle Software Delivery Cloud website located at http edelivery oracle com In addition Oracle may include ad
9. ay distribute the progr ams learning credits and or services only in conjunction with your value added package You may not distribute the programs learning credits and or services to i yourself ii to an aff iliated entity or iii to end users that ar e public sector entities You shall not a ppoint any third party to distribute the program s learning credits and or services Oracle also grants you a nonexclusive nontransferable right to distribute medi a packs that you order only to end users who have previously obtained a license for the programs Some programs may also include any source code Oracle may provide as part of its standard shipment of such programs which source code shall be governed by the terms of this agreement Oracle shall inform you of any notices and other instructions that are related to third party software components including open source software that are included in a program and that Oracle is required to distribute with such programs These notices shall be provided to you in at least one of the following ways at Oracle s sole discretion a automatically installed with the programs b inthe program documentation or c via a supplemental list You shall comply with all other instructions related to third party software components inc luding open source software and you shall reproduce all third party notices in an appropriate location in the value added package and or in its related documentation as requir
10. cation If a third party makes a claim against you that any program infringes their intellectual property rights based on your distribution of the programs in accordanc e with the terms of this agreement Orac le at its sole cost and expense will defend you against the claim and indemnify you from the damages liabilities co sts and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Oracle if you do the following e notify the General Counsel Oracle Legal Department promptly in writing not later than 30 days after you receive notice of the claim or sooner if required by applicable law e give Oracle sole control of the defense and any settlement negotiations and e give Oracle the information authority and assistance Oracle needs to defend against or settle the claim If Oracle believes or it is determined that any of the program s may have violated a third party s intellectual property rights based on your distribution of t he programs Oracle may choose to either m odify the program 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 Oracle may end the license fo r the applicable program and refund any fees you may have paid to Oracle for it and any unused prepaid technical support fees you have paid to Oracle for the license Oracle will not indemnify
11. cle s obligation to ship programs in connection with orders that comply with t he terms of this agreement if requested to do so neither party will repres ent that it has any authority to assume or create any obligation express or implied on behalf of the other party nor to represent the ot her party as agent employee franchisee or in any other capacity Nothing in this agreement s hall be construed to limit either party s right to independently develop or distribute software that is functionally similar to the other party s product so long as proprieta ry information of the other party is not included in such software or used to create such software N Privacy If you provide Oracle with personal info rmation concerning your customers prospects or employees Oracle will only use the information in manners consistent with those specified in this agreement to accomplish their purposes or as otherwise indicated at the time Oracle collects such information This inform ation may be maintained by Oracle in data centers in the United States and may be accessed by Oracle s global personnel as required for business purposes You agree to provide all relevant notices and obtain any consents required to share the information with Oracle If Oracle provides you with personal in formation concerning Oracle s partners customers prospects or employees you agree that you will permit access to and use of such information solely in connection with the sa
12. ct to the terms of an end user license agreement as further provided for in this agreement End user shall not include any public sector entity The term end user license agreement refers to an Oracle License and Services Agreement OLSA or an existing license agreement between Oracle and the end user which is approved for use by Oracle as described in Section F The term full use refers to unaltered versions of the programs with all functions intact The term learning credit is defined in the license definiti ons and rules which are incorporated in this agreement and which are available at http partner oracle com log in select Membership Agreements amp Policies The term media pack refers to the media on which the programs may be delivered if the programs are not delivered electronically The term Oracle Finance Division Contract refers to a cont ract between you and Oracle or one of Oracle s affiliates that provides for payments over time of some or all of the sums due to Oracle under this agreement The term Oracle PartnerNetwork refers to Oracle s partner program that provides access to specified Oracle services tools and resources You can access the Oracle PartnerNetwork at http partner oracle com The term Partner Ordering Policy refers to Oracle s Partner Ordering Policy in effect at the time an order is submitted to Oracle which is incorporated into this agreement and is
13. ditional programs with an order that the end user may use for trial non production purposes only The end user may not use trial licenses for the programs or additional programs included with an order to attend training provided by you or a third party on the content and or functionality of the program s The end user has 30 days from the delivery date to evaluate these programs subject to the terms of this agreement and the terms provided in any order If the end user decides to use any of these programs after the 30 day trial period the end user must obtain a license for such programs and you must pay Oracle a fee for any trial lic enses that you distribute that extend for more than 30 days If the end user decides not to obtain a license for any programs after the 30 day trial period the end user will cease using and will delete any such programs from the end user s computer systems Programs licensed for trial purposes or additional programs included with an order are provided as is and Oracle does not provide technical support or offer any warranties for these programs D Ownership and Restrictions Oracle or its licensors retain all ownership and intellectual property rights to the programs and learning credits Oracle retains all ownership and intellectual property rights to anything developed by Oracle and delivered to you under this agreement resulting from the services Each end user may ma ke a sufficient number of copies of each progr
14. e Oracle VAD Upon your submission of an order to the applicable Oracle group company this payment obligation is non cancelable and the sum paid is nonrefundable is not subj ect to set off for any reason and is not subject to the completion or occurrence of any event afte r the date your order is submi tted to Oracle other than the shipment of programs by Oracle if required and Oracles obligation to provide annual technical support services to end users if ordered H Warranties Disclaimers and Exclusive Remedies Warranties that apply to your licensed us e of the programs are provided by Orac le to you pursuantto the Oracle PartnerNetwork agreement between you and Oracle Warrant ies that apply to the end user s licensed use of the programs are provided to the end user pursuant to the end user license agreement THE LEARNING CREDITS ARE PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WHETHER EXPRESSED OR IMPLIED YOU UNDERSTAND AND AGREE NO_OPN Full Use_clickwrap_v100908 Page 5 THAT YOU SHALL NOT MAKE ANY WARRANTY ON ORACLE S BEHALF WITH RESPECT TO SUCH LEARNING CREDITS 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 l Indemnifi
15. e terminates this agreement as provided under this section Oracle also may terminate your Oracle PartnerNetwork agreement and your membership in the Oracle PartnerNetwork Except for nonpayment of fees the non breaching party may agree in its sole discretion 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 place orders for and or distribute the programs learning credits and or services Y ou also agree that if you have used an Oracle Finance Division Contract to pay for fees due under this agreement and you are in default under that contract you NO_OPN Full Use_clickwrap_v100908 Page 6 may not distribute the programs and or serv ices that are subject to such contra ct The end users rights to use the programs and or learning credits properly distributed by you under this agreement shall survive termination of this agreement unless such rights are otherwise terminated in accordance with the applicable end user license agreement Provisions that survive termination or expiration are those relating to limitat ion of liability infringement indemnity payment ethical business practices and others which by their nature are intended to survive K Nondisclosure By virtue of this agreement the parties may have access to information that is confident ial to one another confidential information We each agree
16. ed by the applicable notices or as otherwise directed by Oracle Oracle may request that you acquire any third party royalty free license offered generally to the public that Oracle in its reasonable discretion determines may be necessary to avoid a claim of infringement for distribution of any program or other Oracle software either by Oracle or by you under the terms of this agreement In the event you fail to acquire such license Oracle may terminate this agreement with respect to the relevant program s and or other software on thirty 30 days written notice and whether or not th is agreement is terminated Oracle s hall have no obligation to indemnify you under Section Indemnification for any claim of infringem ent that would have been avoided by the acquisition of such license Oracle grants you a nonexclusive nontransfe rable right to distribute to end users the first year of technical support from Oracle for the programs distributed to such end users at the time that you place the order for such programs If technical support is ordered the term of such technical support begins on the date the programs are shipped or ordered if shipment is not required or as otherwise stated in your order with Oracle When you distribute first year technical support you must inform end users that technical support including the renewal of such technical suppor t is subject to Oracle s technical support policies in effect at the time the services
17. ensed solely under the relevant Open Source License Any distribution by you of code licensed under an Open Source License whether alone or with the Oracle program must be under the Open Source License You may not e distribute the programs or learning credits except in conjunction with the value added package e use the programs except as expressly provided in this agreement e use the learning credits for your own business operations e remove or modify any program markings or any notice of Oracle s or its licensors proprietary rights NO_OPN Full Use_clickwrap_v100908 Page 3 e rent lease or timeshare the programs or the learning credi ts or provide subscription services for the programs or the learning credits or permit your end users to do so unle ss Oracle expressly permits such access for the specific program license the end user has acquired or distribute the programs or learni ng credits in any manner except as provided under this agreement e cause or permit reverse engineering unless required by law for interoperability disassembly or decompilation of the programs the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs e disclose results of any program benchmark tests without Oracle s prior written consent e engage in any conduct that may be detrimental to Oracle or to the programs or the learning credits e enter into any agreement which re
18. ise to make corrupt payment s of money or anything of value directly or indirectly to any government or public international organization officials political parties or candidates for political office or employee of a commercial customer or supplier for the purpose of obtaining or reta ining business or securing any improper advantage You agree to accurately document all transactions related to this agr eement in your financial books records statements and in reports or other documents provided to Or acle You agree to comply with the terms of the Oracle Partner Code of Conduct and Business Ethics which is available at http partner oracle com log in select Membership Agreements amp Policies You agree that any violation of this section constitutes just cause for the immediate termination by Oracle of this agreement without any liability to you You will also indemnify and hold Oracle Oracle Corporation and subsidiaries parents and affiliates harmless from any claims losses and liabilitie s resulting from any breach of any of your obligations under this section The obligations under this section shall survive the termination or expiration of this agreement Q Entire Agreement You agree that this agreement and the information which is expressly incorporated into this agreement by written reference including reference to information contained in an URL or referenced policy together with the applicable order are the complete agreemen
19. le Oracle group company must pay based on the programs learni ng credits and or services you ordered except for taxes based on Oracle s income You agree and you will obtain your end users written agreement that you and your end users have not relied on the future availability of any programs learning credits or services in entering into t he payment obligations in the applicable order however a if you order technical support for programs for distribution to end users the preceding sentence does not relieve Oracle of its obligation to prov ide updates to such end users if and when available in accordance with Oracle s then current technical suppor t policies and b the preceding sentence does not change the rights granted to your end users for any program licensed by Oracle under the applicable order per the terms of the applicable order and this agreement Oracle reserves the right to check your credit rating periodically during the term of this agreement and to modify these payment terms in the event that there is a material change in your credit rating Fees listed in this agreement are exclusive of value added tax and or similar sales taxes Such taxes shall be charged at the appropriate rate by the applicable Oracle group company in addition to its stated fees and shall be shown separately on the relevant invoice Payments shall be in U S dollars or in the local currency designated by the applicable Oracle group company or the appropriat
20. le of Oracle products or services and for the limited purpose s for which it was pr ovided by Oracle under this agreement You also agree to NO_OPN Full Use_clickwrap_v100908 Page 7 comply with all laws that apply to your use of this informat ion for such purposes The requirements of this section do not apply to either party s relationships with its customers From time to time the parties may exchange information regarding marketing and sales opportunities through Oracle s partner management application Both parties agree to use any such information in compliance with the terms of this agreement and Oracle s Partner Management Opportunity Routing Policy the current version of which is located at http partner oracle com log in select Membership Agreements amp Policies O URLs It is your responsibility to regularly m onitor all applicable URLs referenced in this agreement You confirm that you have access to the Internet and confirm that prior to entering in to this agreement you have read the policies on the websites referenced above and agree to the terms and conditions set outin those policies You undertake that you will visit the websites referenced above on a regular basis so that you are aware of any amendments Oracle may make to those policies from time to time P Ethical Business Practices You acknowledge and agree that you and your owners directors officers em ployees or agents have not and will not make or prom
21. n a copy of Oracle s current standard OLSA at http partner oracle com log in select Membership Agreements amp Policies You agree to inform Oracle promptly if you are aware of any breach of an end user license agreement G Fees and Taxes You may place an order for programs learning credits and or services with Oracle Corporation or any local majority owned subsidiary of Oracle Corporation both of which are referred to in this agreement as an Oracle group company or an Oracle VAD You agree to pay the applicable Oracle group company or the appropriate Oracle VAD a fee for programs learning credits and or services ordered and or di stributed under this agreement as specified in the order Fees for programs learning credits and or services will be paid directly to the entit y to which you submit the order You also may place an order for media packs with an Oracle group company provided that t he end user has previously obtained a license for the programs and you agree to pay the applicable Oracle group company the fee specified on the Oracle PartnerNetwork web site You will not be relieved of your obligation to pay any fees owed to the Oracle group company by the nonpayment of such fees by your end user Oracle VAD s and partners are free to determine the fees charged to partners and end users respectively for program licenses learning credits and te chnical support Any order placed with the Oracle group company will be subject to
22. ons or foundations of any kind i ncluding political parties political organizations or political candidates and any public international organization such as but not limited to the International Red Cross United Nations or the World Bank The term services refers to technical support Oracle On Demand services or other services which you have ordered The term technical support consists of annual technical support services you have ordered for the programs consisting of any of the technical support levels def ined in Oracle s technical support policies in effect at the time such technical support is ordered The term value added package refers to the hardware and or software products and or services having added value which are developed sold provided and or licensed witht he programs to an end user by you or value added sales assistance provided by you B Distribution Rights You must be a member of the Oracle PartnerNetwork in order _ to distribute programs lear ning credits and or services Oracle grants you a nonexclusive nontransfe rable right to distribute such programs learning credits and or services to end users You may order programs learning credits and or services from Oracle as provided under this agreement only after you receive an end user s order for such products Each program and or learning credit and any services must be used only for the internal business operations of the end user You m
23. quires you to take any actions that are in conflict with the terms of this agreement Oracle reserves any rights not expressly granted to you under this agreement E Order Terms Prior to submitting an order to Oracle you must obtain an order from the end user for the programs learning credits and or services ordered which order for programs learning cr edits and or services shall be subject to a valid end user license agreement Each order placed by you must be comple te and shall be subject to the terms of this agreement and the terms in the Partner Ordering Policy You should revi ew the Partner Ordering Policy prior to entering into the order for programs learning credits and or services With each order for programs learning credits and or services you shall provide the information set outin the Partner Ordering Policy or the information in the required fields of any online ordering system and any other informati on required by Oracle for processing the order Your order must be complete when submitted to Oracle and may not a require any concessions including requiring Oracle to perform any obligations or to incur any liability not set forth in your order to Oracle or b be changed after it is submitted to Oracle Oracle reserves the right to accept or reject any order submitted by you in its sole discretion Upon request you will provide Oracle with a copy of the end user license agreement and any amendments and documents that togethe
24. r have received those policies and where applicable have acknowledged that they will comply with those policies F License Agreement It is your responsibility to ensure that any distribution of programs learning credits and or services to an end user is subject to a legally binding end user license agreement for the pr ograms learning credits and or services that you order The end user license agreement must be a legally binding written agreement between Oracle and the end user consisting of either Oracle s current OLSA or an existing license agreement between Oracle and the end user which is approved for use by Oracle The order between you and the end user shall expressly state that the applicable order is subj ect to and incorporates the terms and conditions of the end user license agreement Each order submitted by you to Oracle shall specify whether the end user license agreement will be a the OLSA accepted by the end user online b the OLSA shipped with the programs as a shrinkwrap license c the OLSA executed by t he end user pursuant to the Partner Ordering Policy or d an existing license agreement between Oracle and the end user which Oracle has approved for use in accordance with the Partner Ordering Policy If the order submitted by you indicates that the OLSA will be executed by the end user you NO_OPN Full Use_clickwrap_v100908 Page 4 must provide the signed agreement to Oracle when you submit your order You ma y obtai
25. r with the end user license agreement form the comp lete end user license agreement and any ordering documents or purchase agreements between you and the end user related to the order with pricing information or any other information reasonably deemed confidential or proprietary removed because the copy ies you provide Oracle will not be considered confidential information For programs and or services at a minimum you must provide information related to the programs and or services incl uding but not limited to the end user s name the programs and or services distributed the number of users the license levels the lic ense grant to the end user any definitions related to licensing metrics the date of the order and any other information reasonably requested by Oracle For learning credits ata minimum you must provide information related to the learning credits including but not limited to the end user s name the learning credits distributed the date of the order and other information reasonably requested by Oracle Where i the acquisition of programs earning credits and or technical support is financed or leased or ii the end user license agreement or order refers to any payments other than net 30 day payment terms then you will comply with Oracle s financing and leasing policies which can be accessed at http partner oracle com log in select Membership Agreements amp Policies by ensuring that the end user and any funde
26. racle confirming Or acle s acceptance of this agreement The term of this agreement shall continue for 2 years If your membership in the Oracle PartnerNetwork expires or is terminated you will not be permitted to distribute programs learning credits and or services until your membership is made current When this agreement expires or terminates in order to keep distributing the programs learning credits and or services you mu st execute the then current version of Oracle s distribution agreement and the agreement will be subject to acceptance by Oracle and Oracle may require you to complete certain training and assessment requirements to Oracle s satisfaction If either of us breaches a mate rial term of this agreement and fails to correct the breach within 30 days of written specification of the breach then the breaching party is in default and the non breaching party may terminate this agreement If Oracle ends this agreement as specified in the preceding sentence you must pay within 30 days all amounts which have accrued prio r to such end as well as sums remaining unpaid for programs learning credits and or services received under this agreement plus related taxes and expenses If Oracle ends the license for a program under the Indemnification sect ion you must pay within 30 days all amounts remaining unpaid for services related to such license which have accrued prior to such end plus related taxes and expenses In addition if Oracl
27. rm 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 5 You agree that the sales process that you use complies with applicable procurem ent regulations if the end user is a government entity and that you will k eep accurate books and records in connection with the activities under this agreement Upon 45 days written notice Oracle may audit your distribution of the programs and learning credits and your activities under this agreement Any such audits hall not unreasonably interfere with your normal business operations You agree to cooperate with Oracle s audit and provide reasonable assistance and access to information including but not limited to relevant books records agreements servers technical personnel and order reporting systems Upon Oracle s request you will also provide to Oracle a system generated list of the Oracle program licenses distributed to end users under this agreement during the time period specified by Oracle and any supporting documentation requested by Oracle pursuant to the terms of Section E Order Terms for the purposes of validating the completeness and accuracy of your obligations under this agreement You agree to pay within 30 days of written notification any fees applicable to your distribution of the programs in excess of your license rights and any underpaid fees If you do not pay Oracle can end your technical support license
28. s the validity of any learning credits and this agreement and or may choose not to accept your application to renew this agreement at such time of renewal Upon Oracle s request you agree to audit end us er s and report the findings to Oracle or assign your right to audit end user s to Oracle You agree that Oracle shall not be res ponsible for any of your costs incurred in cooperating with this audit U Force Majeure Neither of us shall be responsible for failure or delay of per formance 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 ev ent outside the reasonable control of the obligated party We both will use reasonable efforts to mitigat e 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 NO_OPN Full Use_clickwrap_v100908 Page 9 excuse either party s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for programs delivered or services and or learning credits provided NO_OPN Full Use_clickwrap_v100908 Page 10
29. t for each order that you place with Oracle for programs learning credits and or services and that this agreement supersedes all prior or contemporaneous agreements or r epresentations written or oral regarding such programs learning credits and or services Moreover you agree that any rights you may have to distribute learning credits under any Oracle PartnerNetwor k Education Distribution Agreement shall be replaced and superceded by the rights to distribute earning credits under this agreement If any term of this agreement is found to be invalid or unenforceable the remaining provisions will rema in effective and such term shall be replaced with a term consistent with the purpose and intent of this agreement It is expressly agreed t hat the terms of this agreement and any order with Oracle shall supersede the terms in any purc hase 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 learning credits and or services ordered This agreement and any order wi th Oracle may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through an Oracle online ordering system by authorized representatives of you and of Oracle Any notice required under this agreement shall be provided to the other party in writing R Limitation of Liability NEITHER PARTY SHALL BE LIABLE FOR ANY I
30. to comply with all such export laws and regulations including deemed export and deemed re export regulations You agree t hat no data information program and or materials resulting from se rvices or direct product thereof willbe exported directly or indirectly in violation of these laws or will be used for any purpose prohibi ted by these laws including without limitation nuclear chemical or biological weapons proliferation or development of missile technology T Other 1 This agreement is governed by the substantive and procedural laws of Norway and you and Oracle agree to submit to the exclusive jurisdiction of and venue in the courts in Oslo in any dispute arising out of or relating to this agreement 2 Ifyou have a dispute with Oracle or if you wish to provide a notice under Section Indemnification of this agreement or if you become subject to insolvency or other similar legal proceedings you will prompt ly send written notice to Oracle Norge AS P O Box 384 1326 Lysaker Att Legal Manager 3 You may not assign this agreement or give or transfer the programs and or any services ordered 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 4 Except for actions for nonpayment or breach of Oracle s proprietary rights no action regardless of fo
31. you if you alter a program or distribute it for purposes outside the scope of use identified in the user documentation or if you distribute a version of the program which has been super seded if the infringement claim could have been avoided by distributing an unaltered current version of the program which was provided to you Oracle will not indemnify you to the extent an infri ngement claim is based upon a program not pr ovided by Oracle Oracle will not indemnify you to the extent that an infringement claim is based upon the combination of any program with any products or services not provided by Oracle Oracle will not indemnify you for infringement caused by your actions against any third party if the Oracle program s as deliv ered to you and distributed in accordance wi th the terms of this agreement would not otherwise infringe any third party intellectual property rights If a third party makes a claim against Oracle that a program when used in combination with any product or services provided by you infringes their intellectual property rights and such claim would have been avoi ded by the exclusive use of the program you will indemnify Oracle This section provides your exclusive remedy for any infringement claims or damages J Term and End of Agreement This agreement shall begin on the effective date specified herein unless you accept the terms of this agreement online in which case the effective date shall be as set forth in an em ail from O
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