HomeMy WebLinkAboutAgreement A-14-055-3 with Oracle America Inc..pdfAgreement No. 14-055-3
ORACLE®
ORACLEMASTERAGREEMENTAMENDMENTTHREE
This Oracle Master Agreement Amendment Three (this "Amendment") amends the Oracle Master Agreement US-OMA-
68497 , dated 06-FEB-2014 , and all amendments and addenda thereto (the "Master Agreement") between County Of Fresno
("You ") and Oracle America , Inc. ("Oracle").
The parties agree to amend the Master Agreement as follows :
A. GENERAL TERMS
1. By signing below You agree that you are adding the following Schedules to section 2 Master Agreement Term and
Applicable Schedules : Schedule C -Cloud Services and Schedule S -Services .
Subject to the modifications herein , the Master Agreement shall remain in full force and effect.
The Effective Date of this Amendment Three is ______ . (to be completed by Oracle)
County Of Fresno
Authorized Signature:
Name: Steve Brandau
Tlt~:Chairman of the Fresno County
Board of Supervisors
Signature Date: I l 1 ~ \ a.:,~ J
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
County of Fresno, State of California
Deputy
Lic_OMA Amendment_v112315_US_ENG (EchoSign)
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Oracle America, Inc.
Authorized Signature: _________ _
Name: ______________ _
Title: _______________ _
Signature Date: ___________ _
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s
Schedule C Cloud Services Public Sector
Oracle America, Inc. )
500 Oracle Parkway
Redwood Shores, CA 94065
Your Name County Of Fresno
General Terms Reference: US-OMA-68497
Schedule Reference: Schedule C Cloud Services
This Public Sector Oracle Public Sector
Master Agreement General Terms Terms referenced above. This Schedule C shall coterminate with
the General Terms. For purposes of the Services under this Schedule C, the General Terms and this Schedule
, such as Schedule P
(Program Schedule), do not apply to the Services ordered under this Schedule C.
1. USE OF THE SERVICES
1.1 Oracle will make the Oracle services listed in Your order (the available to You pursuant to
the Master Agreement and Your order. Except as otherwise stated in the Master Agreement or Your order,
You have the non-exclusive, worldwide, limited right to use the Services during the period defined in Your
order, unless earlier terminated in accordance with the Master Agreement or Your order (the
solely for Your internal business operations. You may allow Your Users (as defined below) to use the Services
for this purpose, and You are responsible for their compliance with the Master Agreement and Your order.
1.2 The Service Specifications describe and govern the Services. During the Services Period, we may
update the Services and Service Specifications (with the exception of the Data Processing Agreement as
described below) to reflect changes in, among other things, laws, regulations, rules, technology, industry
practices, patterns of system use, and availability of Third Party Content (as defined below). Oracle updates to
the Services or Service Specifications will not materially reduce the level of performance, functionality, security or
availability of the Services during the Services Period of Your order.
1.3 You may not, and may not cause or permit others to: (a) use the Services to harass any person;
cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or
obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail,
spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations;
(b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any
performance or vulnerability testing of the Services perform or disclose
network discovery, port and service identification, vulnerability scanning, password cracking, or remote access
testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through
(d) collectively, the Use In addition to other rights that we have in the Master Agreement
and Your order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such
remedial action may include removing or disabling access to material that violates the policy.
2. FEES AND PAYMENT
2.1 Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in the
Master Agreement or Your order. Fees for Services listed in an order are exclusive of taxes and expenses.
2.2 If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the
excess quantity.
3. OWNERSHIP RIGHTS AND RESTRICTIONS
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3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as
defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services,
derivative works thereof, and anything developed or delivered by or on behalf of us under the Master
Agreement.
3.2 You may have access to Third Party Content through use of the Services. Unless otherwise stated in
Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such
content is governed by separate third party terms between You and the third party.
3.3 You grant us the right to host, use, process, display and transmit Your Content to provide the
Services pursuant to and in accordance with the Master Agreement and Your order. You have sole
responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and
for obtaining all rights related to Your Content required by Oracle to perform the Services.
3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of,
disassemble, decompile, reverse engineer, reproduce, republish, download or copy any part of the Services
(including data structures or similar materials produced by programs); (b) access or use the Services to build
or support, directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer,
assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make
available the Services to any third party except as permitted by the Master Agreement or Your order.
4. NONDISCLOSURE
Your Content residing in the Services will be considered Confidential Information subject to the terms of this
section, Section 8 of the General Terms and Your order. Oracle will protect the confidentiality of Your Content
residing in the Services for as long as such information resides in the Services. Oracle will protect the
confidentiality of Your Content residing in the Services in accordance with the Oracle security practices defined
as part of the Service Specifications applicable to Your order.
5. PROTECTION OF YOUR CONTENT
5.1 In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will
comply with the applicable administrative, physical, technical and other safeguards, and other applicable aspects
of system and content management, available at http://www.oracle.com/us/corporate/contracts/cloud-
services/index.html.
5.2 To the extent Your Content includes Personal Data (as that term is defined in the applicable data privacy
policies and the Data Processing Agreement (as that term is defined below)), Oracle will furthermore comply with
the following:
a. the relevant Oracle privacy policies applicable to the Services, available at
http://www.oracle.com/us/legal/privacy/overview/index.html; and
b. the applicable version of the Data Processing Agreement for Oracle Services (the Processing
Agreement , unless stated otherwise in Your order. The version of the Data Processing Agreement
applicable to Your order (a) is available at https://www.oracle.com/corporate/contracts/cloud-
services/contracts.html#data-processing and is incorporated herein by reference, and (b) will remain
in force during the Services Period of Your order. In the event of any conflict between the terms of
the Data Processing Agreement and the terms of the Service Specifications (including any applicable
Oracle privacy policies), the terms of the Data Processing Agreement shall take precedence.
5.3 Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices,
consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any
Personal Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such
vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful
programming routines contained in Your Content, and (c) any use by You or Your Users of the Services in a
manner that is inconsistent with the terms of the Master Agreement. To the extent You disclose or transmit
Your Content to a third party, we are no longer responsible for the security, integrity or confidentiality of such
content .
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5.4 Unless otherwise specified in Your order (including in the Service Specifications), Your Content may
not include any sensitive or special data that imposes specific data security or data protection obligations
on Oracle in addition to or different from those specified in the Service Specifications. If available for the
Services, You may purchase additional services from us (e.g., Oracle Payment Card Industry Compliance
Services) designed to address specific data security or data protection requirements applicable to such
sensitive or special data You seek to include in Your Content.
6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
6.1 Each party represents that it has validly entered into the Master Agreement and that it has the power
and authority to do so. We warrant that during the Services Period, we will perform the Services using
commercially reasonable care and skill in all material respects as described in the Service Specifications.
If the Services provided to You were not performed as warranted, You must promptly provide us with a
written notice that describes the deficiency in the Services (including, as applicable, the service request
number notifying us of the deficiency in the Services).
6.2 WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES
RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE
FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR
ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE
BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL
REFUND TO YOU THE FEES PAID FOR THE DEFICIENT SERVICES FOR THE PERIOD OF TIME
DURING WHICH THE SERVICES WERE DEFICIENT.
6.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND
THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR
SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY,
SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
7.1 IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS
OF REVENUE, PROFITS (EXCLUDING FEES UNDER THE MASTER AGREEMENT), SALES, DATA, DATA
USE, GOODWILL, OR REPUTATION.
7.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING
OUT OF OR RELATED TO THE MASTER AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT,
TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR
THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
8. ADDITIONAL INFRINGEMENT INDEMNIFICATION TERMS
8.1 If Oracle is the Provider and exercises its option under Section 5.2 of the General Terms to end the
license for and require the return of Material that is a component of the Services, including Oracle Software,
then Oracle will refund any unused, prepaid fees that You have paid for such Material. If such Material
is third party technology and the terms of the third party license do not allow Oracle to terminate the license,
then Oracle may, upon 30 days prior written notice, end the Services associated with such Material and refund
to You any unused, prepaid fees for such Services.
8.2 We will not indemnify You to the extent that an infringement claim is based on Third Party Content or
any Material from a third party portal or other external source that is accessible or made available to You within
or by the Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed
via a hyperlink, marketing data from third party data providers, etc.).
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8.3
Service Specifications referenced in Your order for Services.
9. TERM AND TERMINATION
9.1 Services shall be provided for the Services Period defined in Your order. Notwithstanding anything
to the contrary in the Service Specifications, the Services You order will not be automatically renewed.
9.2 We may suspend Your or Your access to, or use of, the Services if we believe that: (a) there
is a significant threat to the functionality, security, integrity, or availability of the Services or any content,
data, or applications in the Services; (b) You or Your Users are accessing or using the Services to commit
an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and
lawfully permitted, we will provide You with advance notice of any such suspension. We will use reasonable
efforts to re-establish the Services promptly after we determine that the issue causing the suspension has
been resolved. During any suspension period, we will make Your Content (as it existed on the suspension
date) available to You. Any suspension under this section shall not excuse You from Your obligation to make
payments under the Master Agreement.
9.3 If either of us breaches a material term of the Master Agreement or any order 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 (a) in the case of breach of any order, the order under which the breach
occurred; or (b) in the case of breach of the Agreement, the Agreement and any orders that have been placed
under the Agreement. If Oracle terminates any orders as specified in the preceding sentence, You must
pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining
unpaid for the Services under such order(s) plus related taxes and expenses. Except for nonpayment of fees,
the nonbreaching 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 the Master
Agreement, You may not use those Services ordered.
9.4 You may terminate this Schedule at any time without cause by giving Oracle 30 days prior written notice
of such termination. Termination of this Schedule will not affect orders that are outstanding at the time of
termination. Those orders will be performed according to their terms as if this Schedule were still in full force
and effect. However, those orders may not be renewed or extended subsequent to termination of this Schedule.
9.5 At the end of the Services Period, we will make Your Content (as it existed at the end of the Services
Period) available for retrieval by You during a retrieval period set out in the Service Specifications. At the end
of such retrieval period, and except as may be required by law, we will delete or otherwise render
unrecoverable any of Your Content that remains in the Services. Our data deletion practices are described in
more detail in the Service Specifications.
10. THIRD-PARTY CONTENT, SERVICES AND WEBSITES
10.1 The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise
access third part .
Oracle does not control and is not responsible for such Third Party Services. You are solely responsible for
complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third
Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring
that such access and use, including through passwords, credentials or tokens issued or otherwise made
available to You, is authorized by the terms of access and use for such services. If You transfer or cause the
transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location,
that transfer constitutes a distribution by You and not by Oracle.
10.2 Any Third Party Content we make accessible is provided on an - and basis without
any warranty of any kind. You acknowledge and agree that we are not responsible for, and have no
obligation to control, monitor, or correct, Third Party Content. We disclaim all liabilities arising from or related
to Third Party Content.
10.3 You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change
at any time during the Services Period; and (ii) features of the Services that interoperate with Third Party
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Services such as and etc. ,depend on the continuing availability of such
We may need to update, change or modify
the Services under the Master Agreement as a result of a change in, or unavailability of, such Third Party
Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available
on reasonable terms for the Services, as determined by us in our sole discretion, we may cease providing
access to the affected Third Party Content or Third Party Services without any liability to You. Any changes
to Third Party Content, Third Party Services or APIs, including their unavailability, during the Services Period
does not affect Your obligations under the Master Agreement or the applicable order, and You will not be entitled
to any refund, credit or other compensation due to any such changes.
11. SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE
11.1 We continuously monitor the Services to facilitate operation of the Services; to help resolve
Your service requests; to detect and address threats to the functionality, security, integrity, and availability
of the Services as well as any content, data, or applications in the Services; and to detect and address
illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any
of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor,
and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in,
or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content)
may also be used to assist in managing product and service portfolio, to help Oracle address
deficiencies in its product and service offerings, and for license management purposes.
11.2 We may (i) compile statistical and other information related to the performance, operation and use of
the Services, and (ii) use data from the Services in aggregated form for security and operations
management, to create statistical analyses, and for research and development purposes (clauses i and ii are
collectively referred to as We may make Service Analyses publicly available; however,
Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form
that could serve to identify You or any individual. We retain all intellectual property rights in Service
Analyses.
11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with
the Services. If we provide Oracle Software to You and do not specify separate terms for such software,
then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide,
limited right to use such Oracle Software, subject to the terms of the Master Agreement and Your order (except
for separately licensed elements of the Oracle Software, which separately licensed elements are governed by
the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use
the Oracle Software for this purpose, and You are responsible for their compliance with the license terms.
Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or
otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing,
if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by
the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms
is not restricted in any way by the Master Agreement.
12. ADDITIONAL EXPORT TERMS
You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services
without regard to geographic location and to transfer or otherwise move Your Content between the Services
and other locations such as User workstations. You are solely responsible for the authorization and
management of User accounts across geographic locations, as well as export control and geographic transfer
of Your Content.
13. ADDITIONAL NOTICE TERMS
13.1 Any notice required under the Master Agreement shall be provided to the other party in writing as
specified in Section 14 of the General Terms.
13.2 We may give notices applicable to our Services customers by means of a general notice on the Oracle
portal for the Services, and notices specific to You by electronic mail to Your e-mail address on record in our
account information or by written communication sent by first class mail or pre-paid post to Your address on
record in our account information.
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14. OTHER
14.1 We are an independent contractor, and each party agrees that no partnership, joint venture, or
agency relationship exists between the parties.
14.2 Our business partners and other third parties, including any third parties with which the Services
have integrations or that are retained by You to provide consulting services, implementation services or
applications that interact with the Services, are independent of Oracle and are not agents. We
are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to
any acts of any such business partner or third party, unless the business partner or third party is providing
Services as our subcontractor on an engagement ordered under the Master Agreement and, if so, then only to
the same extent as we would be responsible for our resources under the Master Agreement.
14.3 Prior to entering into an order governed by the Master Agreement, You are solely responsible for
determining whether the Services meet Your technical, business or regulatory requirements. Oracle will
cooperate with Your efforts to determine whether use of the standard Services are consistent with those
requirements. Additional fees may apply to any additional work performed by Oracle or changes to the
Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the
Services.
14.4 Upon forty-five (45) days written notice and no more than once every twelve (12) months, Oracle may
audit Your use of Cloud Services to ensure Your use of the Cloud Services is in compliance with the terms of
the applicable order and the Master Agreement. Any such audit shall not unreasonably interfere with Your
normal business operations. Oracle shall comply with reasonable security and safety rules, policies, and
to the performance of the audit; (ii) You make such security rules available to Oracle prior to the commencement
of the audit; and (iii) such security rules do not modify or amend the terms and conditions of this Agreement or
the applicable order(s).
You agree to cooperate with audit and to provide reasonable assistance and access to information
reasonably requested by Oracle.
The performance of the audit and non-public data obtained during the audit (including findings or reports that
result from the audit) shall be subject to the provisions of section 4 (Nondisclosure) of this Schedule C.
Any usage in excess of Your rights under the applicable order(s) shall be considered a change to the scope of
services of the applicable order(s) and You shall be responsible for paying the additional fees related to use of
the Services in excess of Your rights. You agree that Oracle shall not be responsible for any of Your costs
incurred in cooperating with the audit.
14.5 It is expressly agreed that the terms of the Master Agreement and any Oracle order shall supersede the
terms in any purchase order, procurement internet portal, or other similar non-Oracle document and no terms
included in any such purchase order, portal, or other non-Oracle document shall apply to the Services ordered.
In the event of any inconsistencies between the terms of an order and the Master Agreement, the order shall
take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing
Agreement shall take precedence over any inconsistent terms in an order. The Master Agreement and orders
hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing
signed or accepted online by authorized representatives of You and of Oracle; however, Oracle may update
the Service Specification
beneficiary relationships are created by the Master Agreement. The Uniform Computer Information
Transactions Act does not apply to the Master Agreement or to orders placed under it.
15. AGREEMENT DEFINITIONS
15.1 Oracle Software means any software agent, application or tool that Oracle makes available to You
for download specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.
15.2 Program Documentation refers to the user manuals, help windows, readme files for the Services
and any Oracle Software. You may access the documentation online at http://oracle.com/contracts or
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such other address specified by Oracle.
15.3 Service Specifications means the following documents, as applicable to the Services under Your order:
(a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions,
and the Data Processing Agreement described in this Schedule C;
Oracle documents that are referenced in or incorporated into Your order. The following do not apply to any non-
Cloud Oracle service offerings acquired in Your order, such as professional services: the Oracle Cloud Hosting
and Delivery Policies and Program Documentation. The following do not apply to any Oracle Software: the Oracle
Cloud Hosting and Delivery Policies, Oracle service descriptions, and the Data Processing Agreement.
15.4 Third Party Content means all software, data, text, images, audio, video, photographs and other
content and material, in any format, that are obtained or derived from third party sources outside of Oracle
that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party
Content include data feeds from social network services, rss feeds from blog posts, Oracle data
marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced
materials accessed or obtained by Your use of the Services or any Oracle provided tools.
15.5 Users means those employees, contractors, and end users, as applicable, authorized by You or on
Your behalf to use the Services in accordance with the Master Agreement and Your order. For Services
that are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access
the Cloud Services to interact with You, such third parties will be considered subject to the terms
of the Master Agreement and Your order.
15.6 Your Content means all software, data (including Personal Data), text, images, audio, video,
photographs, non-Oracle or third party applications, and other content and material, in any format, provided by
You or any of Your Users that is stored in, or run on or through, the Services. Services under the Master
Agreement, Oracle Software, other Oracle products and services, and Oracle intellectual property, and all
. Your Content includes any
Third Party Content that is brought by You into the Services, by Your use of the Services or any Oracle provided
tools.
15.7 Capitalized terms used but not defined in this Schedule C have the meanings set forth in the
General Terms.
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Public Sector
Schedule S - Services
Your Name: County Of Fresno
General Terms Reference: US-OMA-68497
This Public Sector Services Schedule (this "Schedule S") is a Schedule to the General Terms referenced above. The General
Terms and this Schedule S, together with any other Schedules that reference the General Terms, are the Master Agreement. This
Schedule S shall coterminate with the General Terms.
1.DEFINITIONS
1.1 refers to consulting, advanced customer support services, education or other services which you have
ordered from Oracle under this Schedule S.
1.2 Capitalized terms used but not defined in this Schedule S have the meanings set forth in the General Terms.
2.RIGHTS GRANTED / RESTRICTIONS
2.1 Upon payment for Services, You have the non-exclusive, non-assignable, royalty free, perpetual, limited right to use for
Your internal operations anything
certain deliverables may be subject to additional license terms provided in the order.
2.2 You may allow Your agents and contractors (including, without limitation, outsourcers) to use deliverables for Your internal
operations and You are responsible for their compliance with the General Terms and this Schedule S in such use.
2.3 Services provided may be related to Your license to use Products owned or distributed by Oracle which You acquire
under a separate order. The agreement referenced in that order shall govern Your use of such Products.
3. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
3.1 Oracle warrants that Services will be provided in a professional manner consistent with industry standards. You must
notify Oracle of any warranty deficiencies within 90 days from performance of the deficient Services.
3.2 FOR ANY BREACH OF THE WARRA
BE THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT
THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND
RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES.
3.3 TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER
EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065