ORACLE CLOUD INTEROPERABILITY ADDENDUM to the ORACLE PARTNERNETWORK AGREEMENT

Transcription

1 ORACLE CLOUD INTEROPERABILITY ADDENDUM to the ORACLE PARTNERNETWORK AGREEMENT This Oracle Cloud Interoperability Addendum (the addendum ) is between you and the Oracle entity with which you entered into the Oracle PartnerNetwork Agreement ( Oracle ) and shall be governed by the terms of the Oracle PartnerNetwork Agreement between Oracle and you (the agreement ) and the terms set forth below. Definitions used in the agreement shall have the same meaning under this addendum, unless expressly stated otherwise. If there is a direct conflict between a term of this addendum and a term of the agreement with regard to the subject matter of this addendum, the terms of this addendum shall prevail. A. Agreement Definitions The following definitions apply for the purposes of this addendum only: APIs means application programming interfaces. Covered Content means the Oracle Content and Partner Content. Development Purpose means the development and testing of interoperability between the Oracle Cloud Services and the Partner Cloud Services, as follows: (1) you may develop or enhance Partner Cloud Services software code that will work through published Oracle Cloud Services APIs to enable interoperability between the Oracle Cloud Services and Partner Cloud Services (the Partner Integration ); and (2) Oracle or the Oracle Affiliates may develop or enhance Oracle Cloud Services software code that will work through published Partner Cloud Services APIs to enable interoperability between the Oracle Cloud Services and Partner Cloud Services (the Oracle Integration ). Effective Date means the addendum start date shown in Oracle s notification to you of your acceptance as an interoperability partner under this addendum. Feedback means all test results, comments, proposed changes and any other form of feedback that your employees and individual subcontractors directly involved in the Development Purpose may provide to Oracle or the Oracle Affiliates relating to the Oracle Content and/or the Oracle Integration or that Oracle s or the Oracle Affiliates employees and individual subcontractors directly involved in the Development Purpose may provide to you relating to the Partner Content and/or the Partner Integration. Logins means (1) the passwords and/or other access information you provide to Oracle or the Oracle Affiliates for the Partner Content and (2) the passwords and/or other access information Oracle or the Oracle Affiliates provide to you for the Oracle Content. Oracle Affiliate(s) means: (1) any corporation, partnership, firm or entity in which Oracle, directly or indirectly, holds any ownership interest; (2) any corporation, partnership, firm or entity, which shares a common parent with Oracle; and (3) any employee or individual subcontractor of Oracle or an Oracle Affiliate authorized by Oracle to use the Partner Content subject to the terms of this addendum. Oracle Cloud Services means the Oracle or Oracle Affiliate cloud service offerings (e.g., Oracle software as a service offerings and related Oracle programs) which are made available to you pursuant to this addendum, including any Oracle Technology and/or other materials that Oracle or the Oracle Affiliates make available to you as part of the Oracle Cloud Services. Oracle Content means the Oracle Cloud Services, Oracle Data, Oracle Documentation, and Oracle Technology. Oracle Data means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, provided by Oracle or the Oracle Affiliates that reside in, or run on or through, the Partner Cloud Services. Oracle Documentation means the documentation and information owned or licensed by Oracle or the Oracle Affiliates to which Oracle or the Oracle Affiliates grant you access in connection with the Oracle Cloud Services. Oracle Indemnified Materials means the Oracle Content and Oracle logos. Oracle Technology means the software and hardware owned or licensed by Oracle or the Oracle Affiliates to which Oracle or the Oracle Affiliates grant you access as part of the Oracle Cloud Services. OPN_Cloud Interoperability Addendum_v Page 1 of 7

2 Partner Cloud Services means your service offerings identified in Exhibit A, which is attached to and incorporated in this addendum and will be completed based on the information you provide during the application process for this addendum and provided with Oracle s notification to you of your acceptance as an interoperability partner under this addendum, including any Partner Technology and/or other materials that you make available to Oracle or the Oracle Affiliates as part of the Partner Cloud Services. Partner Content means the Partner Cloud Services, Partner Data, Partner Documentation, and Partner Technology. Partner Data means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, provided by you that reside in, or run on or through, the Oracle Cloud Services. Partner Documentation means the documentation and information owned or licensed by you to which you grant Oracle or the Oracle Affiliates access in connection with the Partner Cloud Services. Partner Indemnified Materials means the Partner Content and Partner Marks. Partner Marks means your corporate logo and any other of your trademarks that are directly associated with the Partner Cloud Services. Partner Technology means the software and hardware owned or licensed by you to which you grant Oracle or the Oracle Affiliates access as part of the Partner Cloud Services. Promotional Materials means the pictures, screen shots, multimedia demonstrations and documentation created by Oracle, the Oracle Affiliates and/or you that depict or identify the connectivity and integration of the interoperating Oracle Cloud Services and Partner Cloud Services. You and Your mean the entity that has entered into the agreement and this addendum, your wholly-owned and majority-owned subsidiaries that you bind to this addendum ( subsidiary ), and any of your or your subsidiaries employees or individual subcontractors authorized by you to use the Oracle Content subject to the terms of this addendum. You warrant that you have the authority to bind the aforementioned subsidiaries, employees and individual subcontractors to the terms of this addendum and further warrant that you will be responsible for a breach of such terms by your subsidiaries and any of your or your subsidiaries employees or individual subcontractors. B. Term and Termination This addendum shall become effective as of the Effective Date and shall end when the agreement expires or is terminated, unless terminated as set forth herein (the Term ). Any renewal of this addendum shall be subject to Oracle s policies in effect at the time of such renewal. Either party may terminate this addendum at any time and for any reason upon written notice to the other party. Oracle or the Oracle Affiliates may postpone, curtail or terminate your access to the Oracle Content at any time without notice. You may postpone, curtail or terminate Oracle s or the Oracle Affiliates access to the Partner Content at any time without notice. C. Rights Granted Oracle hereby grants to you a nontransferable, nonexclusive, worldwide, royalty-free, limited license during the Term to: (1) access and use the Oracle Content and, subject to the terms and conditions of Section N (Logo License) in the agreement, the Oracle logos, solely for the Development Purpose and to demonstrate and market the interoperability of the Oracle Cloud Services with the Partner Cloud Services, including but not limited to the development of the Promotional Materials, the development of the Partner Integration and making a reasonable number of copies of the Oracle Documentation; and (2) copy, translate, broadcast, transmit, distribute, exhibit, perform, publish, display and demonstrate the Promotional Materials solely to demonstrate and market the interoperability of the Oracle Cloud Services with the Partner Cloud Services. You hereby grant to Oracle and the Oracle Affiliates a nontransferable, nonexclusive, worldwide, royalty-free, limited license during the Term to: (1) access and use the Partner Content and Partner Marks solely for the Development Purpose and to demonstrate and market the interoperability of the Oracle Cloud Services with the Partner Cloud Services, including but not limited to the development of the Promotional Materials, the development of the Oracle Integration and making a reasonable number of copies of the Partner Documentation; and (2) copy, translate, broadcast, transmit, distribute, exhibit, perform, publish, display and demonstrate the Promotional Materials solely to demonstrate and market the interoperability of the Oracle Cloud Services with the Partner Cloud Services. OPN_Cloud Interoperability Addendum_v Page 2 of 7

3 The licenses granted herein are and shall be deemed to include licenses to all intellectual property rights owned or licensable by the parties that are necessary to use the Covered Content, Oracle logos, Partner Marks and the Promotional Materials as licensed under this addendum. Except as specifically provided in this addendum, the parties understand that any rights to use the Covered Content, Oracle logos, Partner Marks and Promotional Materials for commercial or production purposes or any other purpose than those specifically described herein are beyond the express grants in these licenses and, if agreed upon by the parties, would be subject to a separate written agreement between the parties. The Oracle Cloud Services may contain or require the use of separately licensed third party technology, which is subject to and governed by the terms in Section I (Ownership and Restrictions) of the agreement. For purposes of this addendum only, the terms program and program documentation in Section I of the agreement will include the Oracle Cloud Services and Oracle Documentation respectively. The parties are under no obligation to make use of or to provide compensation for any of the rights or permissions granted in this addendum. Each party acknowledges that the other party has no delivery obligation under this addendum. You acknowledge that Oracle will not ship or deliver copies of any Oracle Technology to you as part of the Oracle Cloud Services or provide you with access to Oracle source code under this addendum. Oracle acknowledges that you will not ship or deliver copies of any Partner Technology to Oracle as part of the Partner Cloud Services or provide Oracle with access to your source code under this addendum. Providing Feedback is at the sole discretion of each party. D. Ownership and Restrictions You retain all right, title, and interest, including intellectual property rights, to the Partner Content and Oracle retains all right, title, and interest, including intellectual property rights, to the Oracle Content. You retain all right, title, and interest, including intellectual property rights, to the Partner Integration subject to Oracle s ownership of the Oracle Content and Oracle retains all right, title, and interest, including intellectual property rights, to the Oracle Integration subject to your ownership of the Partner Content. Feedback relating to the Oracle Content and/or Oracle Integration, including intellectual property rights, is and shall be owned by Oracle and, except as specifically provided in this addendum, you shall have no rights to disclose such Feedback to any third party. Feedback relating to the Partner Content and/or Partner Integration, including intellectual property rights, is and shall be owned by you and, except as specifically provided in this addendum, Oracle shall have no rights to disclose such Feedback to any third party. Except as specifically provided in this addendum, Oracle may not modify, create derivative works of, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Partner Content, and you may not modify, create derivative works of, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Oracle Content, except and only to the extent any of the preceding limitations are unenforceable under applicable law. Except as may expressly be permitted under separate agreements between the parties, Oracle may not or permit others to: (1) reproduce, display, disclose, distribute or use the Partner Content or Promotional Materials other than as expressly permitted by this addendum; (2) license, sell, rent, lease, transfer or assign the Partner Content; (3) use the Partner Content or Promotional Materials in development activities or for commercial uses except as expressly set forth in Section C (Rights Granted) of this addendum, or in a production environment; (4) access or use the Partner Content or Promotional Materials in order to build or support, and/or assist a third party in building or supporting, products or services competitive to you; (5) make public any benchmarking or results of evaluating the Partner Content except with your prior written consent; or (6) remove, modify or obscure any proprietary markings or notices included as part of the Partner Content. Except as may expressly be permitted under separate agreements between the parties, you may not or permit others to: (1) reproduce, display, disclose, distribute or use the Oracle Content or Promotional Materials other than as expressly permitted by this addendum; (2) license, sell, rent, lease, transfer or assign the Oracle Content; (3) use the Oracle Content or Promotional Materials in development activities or for commercial uses except as expressly set forth in Section C (Rights Granted) of this addendum, or in a production environment; (4) access or use the Oracle Content or Promotional Materials in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Oracle; (5) make public any benchmarking or results of evaluating the Oracle Content except with Oracle s prior written consent; or (6) remove, modify or obscure any proprietary markings or notices included as part of the Oracle Content. E. Branding and Marketing When demonstrating the Partner Content and/or the Promotional Materials to any actual or potential partners or end users, Oracle or the Oracle Affiliates shall indicate that the Partner Content is licensed from you, and neither Oracle nor the Oracle Affiliates will alter, remove or obscure any of your branding, copyright notices or indications of origin visible in the demonstration of the Partner Content or Promotional Materials. When demonstrating the Oracle Content and/or the Promotional Materials to any actual or OPN_Cloud Interoperability Addendum_v Page 3 of 7

4 potential partners or end users, you shall indicate that the Oracle Content is licensed from Oracle, and you will not alter, remove or obscure any of Oracle s branding, copyright notices or indications of origin visible in the demonstration of the Oracle Content or Promotional Materials. Oracle and the Oracle Affiliates shall not use the Partner Marks in a manner that misrepresents the relationship between the parties or is otherwise misleading, or that reflects negatively on you. All products and services in connection with which Oracle or the Oracle Affiliates use the Partner Marks shall meet or exceed industry standards for quality and all use and goodwill associated with the Partner Marks will inure to the sole benefit of you. If requested by Oracle, you will provide Oracle with copies of the Promotional Materials created and/or modified by you and negotiate in good faith to address any modifications proposed by Oracle. If the parties are unable to reach an agreement on any such modifications, you will terminate any and all use of the associated Promotional Materials subject to your survival rights as set forth below in Section I (End of Agreement) of this addendum. If requested by you, Oracle will provide you with copies of the Promotional Materials created and/or modified by Oracle or the Oracle Affiliates and negotiate in good faith to address any modifications proposed by you. If the parties are unable to reach an agreement on any such modifications, Oracle and the Oracle Affiliates will terminate any and all use of the associated Promotional Materials subject to Oracle s and the Oracle Affiliates survival rights as set forth below in Section I of this addendum. F. Disclaimers and Exclusion of Warranties THE COVERED CONTENT AND FEEDBACK ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS AND WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED, TO THE FULLEST EXTENT PERMITTED BY LAW. ORACLE AND THE ORACLE AFFILIATES RESERVE THE RIGHT TO MAKE CHANGES OR UPDATES TO THE ORACLE CONTENT AT ANY TIME WITHOUT NOTICE AND YOU RESERVE THE RIGHT TO MAKE CHANGES OR UPDATES TO THE PARTNER CONTENT AT ANY TIME WITHOUT NOTICE. G. User Accounts The parties may provide Logins to enable Oracle or the Oracle Affiliates to access the Partner Content and to enable you to access the Oracle Content under this addendum. Logins will only be used by the parties for the sole purpose of accessing and using the Covered Content as provided in this addendum. Except as specifically provided in this addendum, Oracle and the Oracle Affiliates will not disclose any Logins provided by you to any third parties and you will not disclose any Logins provided by Oracle or the Oracle Affiliates to any third parties. You are responsible for maintaining the confidentiality of the Logins and account information provided by Oracle or the Oracle Affiliates and Oracle is responsible for maintaining the confidentiality of the Logins and account information provided by you. You are responsible for all activities that occur under the Logins or accounts provided by Oracle or the Oracle Affiliates or as a result of your access to the Oracle Content and Oracle is responsible for all activities that occur under the Logins or accounts provided by you or as a result of Oracle s or the Oracle Affiliates access to the Partner Content. You will promptly notify Oracle with reasonable security details if (1) additional Logins are needed for the Oracle Content, (2) particular Logins provided by Oracle or the Oracle Affiliates are no longer being used or need to be replaced or (3) the security of any Logins or accounts provided by Oracle or the Oracle Affiliates have been compromised, including but not limited to the unauthorized use or disclosure of the Logins or user accounts provided by Oracle or the Oracle Affiliates. Oracle will promptly notify you with reasonable security details if (1) additional Logins are needed for the Partner Content, (2) particular Logins provided by you are no longer being used or need to be replaced or (3) the security of any Logins or accounts provided by you have been compromised, including but not limited to the unauthorized use or disclosure of Logins or user accounts provided by you. H. Support Services Neither party is required to deliver anything or provide technical assistance or other services under this addendum, including but not limited to support for the Oracle Cloud Services or Partner Cloud Services. However, Oracle may, in its sole discretion, provide informal engineering support for the Oracle Cloud Services as Oracle determines necessary during the Term of this addendum and you may, in your sole discretion, provide informal engineering support for the Partner Cloud Services as you determine necessary during the Term of this addendum. I. End of Agreement Following the expiration or termination of this addendum for any reason, Oracle will promptly terminate use of the Partner Content and the Promotional Materials, and you will promptly terminate use of the Oracle Content and the Promotional Materials. Notwithstanding the foregoing, (1) Section A, Section D, Section F, and Sections I-N shall survive any termination of this addendum, (2) Oracle and the Oracle Affiliates may continue to use the Promotional Materials under the terms of this addendum, including any OPN_Cloud Interoperability Addendum_v Page 4 of 7

5 Partner Marks contained therein, only to the extent that (a) such Promotional Materials have been placed in advertising media (including, but not limited to, websites, magazines, newspapers, direct mail, radio, billboards, and television) prior to notice of termination and, (b) such placements cannot be discontinued or altered without penalty to Oracle or the Oracle Affiliates, and (3) you may continue to use the Promotional Materials under the terms of this addendum, including any Oracle logos contained therein, only to the extent that (a) such Promotional Materials have been placed in advertising media (including, but not limited to, websites, magazines, newspapers, direct mail, radio, billboards, and television) prior to notice of termination and, (b) such placements cannot be discontinued or altered without penalty to you. Each party may discontinue the use of the other party s technology at any time. Each party may terminate the passwords, accounts, and access to or use of the other party s technology at any time for any reason without notice. Oracle acknowledges and agrees that you have no obligation to retain the Oracle Data and that the Oracle Data may be irretrievably deleted at any time without notice, including after the expiration or termination of this addendum. You acknowledge and agree that Oracle has no obligation to retain the Partner Data and that the Partner Data may be irretrievably deleted at any time without notice, including after the expiration or termination of this addendum. J. Fees and Payments There are no fees, royalties or payments of any type due under this addendum. The parties technology and information provided under this addendum are free of charge. K. Confidential Information For purposes of this addendum only, confidential information means the Logins, Feedback owned by the other party and the terms of this addendum. This confidential information is subject to and governed by the terms in Section M (Nondisclosure) of the agreement. The parties acknowledge that no other confidential information will be disclosed under this addendum. L. Limitation of Liability For purposes of this addendum only, the parties liability is subject to and governed by the terms in Section T (Limitation of Liability) of the agreement, except that Oracle s and Oracle Affiliates maximum liability is collectively limited to one hundred thousand dollars (US$100,000) and your maximum liability is limited to one hundred thousand dollars (US$100,000). M. Indemnification For purposes of this addendum only, the Oracle Indemnified Materials and Partner Indemnified Materials are subject to and governed by the terms of Section K (Indemnification) in the agreement, and the terms program and program documentation in Section K of the agreement will include the Oracle Indemnified Materials and Oracle Documentation respectively, and the term material in Section K of the agreement will include the Partner Indemnified Materials. N. Export For purposes of this addendum only, the Covered Content is subject to and governed by the terms of Section U (Export) in the agreement, and the parties agree to comply with the export laws and regulations of the United States and other relevant local export laws and regulations with respect to the Covered Content as set forth in that Section U. O. Data Neither party makes any assurances that any of the Partner Data or Oracle Data will be secured or that such data will remain confidential. Accordingly, each party advises the other party not to place any personal information, confidential information or other production data into the Oracle Cloud Services or Partner Cloud Services, and the parties acknowledge that the Oracle Cloud Services and Partner Cloud Services are not designed for use with personal information, confidential information or other production data (including business content). Oracle will not include any production data in the Oracle Data or use the Partner Content for any commercial purpose except as specifically provided in this addendum. ORACLE RESERVES THE RIGHT AT ITS SOLE DISCRETION TO DELETE, AT ANY TIME AND FOR ANY REASON, ANY CONTENT, APPLICATION OR SOFTWARE IN THE ORACLE CLOUD SERVICES, INCLUDING BUT NOT LIMITED TO ANY PARTNER DATA, AND ANY SUCH CONTENT, APPLICATION OR SOFTWARE MAY BECOME PERMANENTLY LOST IF SO DELETED. Oracle has no obligation to monitor the Partner Data, but at its sole discretion, may access, monitor, and/or review your activity, and the Partner Data in the Oracle Cloud Services. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of the Partner Data. You will not include any production data in the Partner Data or use the Oracle Content for any commercial purpose except as specifically provided in this addendum. YOU RESERVE THE RIGHT AT YOUR SOLE DISCRETION TO DELETE, AT ANY OPN_Cloud Interoperability Addendum_v Page 5 of 7

6 TIME AND FOR ANY REASON, ANY CONTENT, APPLICATION OR SOFTWARE IN THE PARTNER CLOUD SERVICES, INCLUDING BUT NOT LIMITED TO ANY ORACLE DATA, AND ANY SUCH CONTENT, APPLICATION OR SOFTWARE MAY BECOME PERMANENTLY LOST IF SO DELETED. You have no obligation to monitor the Oracle Data, but at your sole discretion, may access, monitor, and/or review Oracle s activity, and the Oracle Data in the Partner Cloud Services. Oracle has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of the Oracle Data. You will obtain at your sole expense any rights and consents from third parties necessary for the Partner Data and any other third party content or vendors products provided by you that you use with the Oracle Cloud Services, including such rights and consents as necessary for Oracle to provide the Oracle Cloud Services under this addendum. Oracle will obtain at Oracle s sole expense any rights and consents from third parties necessary for the Oracle Data and any other third party content or vendors products provided by Oracle that Oracle uses with the Partner Cloud Services, including such rights and consents as necessary for you to provide the Partner Cloud Services under this addendum. Each party remains solely responsible for their regulatory compliance in connection with their use of the Oracle Cloud Services and Partner Cloud Services. P. Third Party Web Sites, Content, Products and Services The Oracle Cloud Services and Partner Cloud Services may enable the addition of links to Web sites and access to material, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Except as specifically provided in this addendum, (i) neither Oracle nor you are responsible for any third party Web sites or third party material provided on or through the Oracle Cloud Services or Partner Cloud Services and (ii) each party bears all risks associated with the access and use of such Web sites and third party material, products and services. Q. Unsolicited Communication The parties share the Oracle Cloud Services and Partner Cloud Services with a large number of third party participants and may be able to interact with those users. You agree that you will not send unsolicited communication to third party participants using any Oracle Cloud Services channel ( , instant messaging, documents, etc) and Oracle agrees that it will not send unsolicited communication to third party participants using any Partner Cloud Services channel ( , instant messaging, documents, etc). Exhibit A Partner Cloud Services OPN_Cloud Interoperability Addendum_v Page 6 of 7

7 EXHIBIT A PARTNER CLOUD SERVICES OPN_Cloud Interoperability Addendum_v Page 7 of 7