Oracle Lizenz- & Wartungsvereinbarung – Public Sector Add.

This Public Sector Addendum (the “addendum”) is between Oracle Austria GmbH, with its registered address at Donau-City-Strasse 7,1220 Vienna; registered at Handelsgericht Wien with its commercial register number: FN 38835k (“Oracle”) and Industrie Informatik GmbH including your wholly and majority owned subsidiaries that you have bound to the agreement, as defined herein, and bind to this addendum and who have been previously granted distribution rights to public sector end users by Oracle (collectively referred to as “you”). This addendum shall be governed by the Oracle PartnerNetwork Master Distribution Agreement AT-OPN-MDA-10919391-18-FEB-2022 between Oracle and you dated 18-FEB-2022 and the applicable distribution addendum (the “agreement”) and the terms stated 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 respect to the subject matter of this addendum, the term of this addendum shall prevail.
In order to distribute to public sector end users you must have in place the applicable distribution addendum for the relevant distribution model, products, and/or services that are the subject of the proposed distribution. The rights granted under this addendum are conditional upon you having the applicable distribution addendum in place.

1. Agreement Definitions
For the purposes of this addendum, the term “public sector,” in reference to an entity, refers to any traditional government agency or ministry, including government organizations, and any of their divisions, departments, agencies, branches, or ministries, whether executive, administrative, legislative, or judicial, as well as political parties, political organizations, and any public foundations, public organizations, or NGOs, such as the International Red Cross, United Nations and the World Bank. The term “public sector,” in reference to an entity, also refers to any entity for which any of the following conditions exists: (a) any government owns 30% or more of the entity; (b) any government has voting control or the ability to appoint officers or directors; (c) any government has formally identified the entity as a government agency or state-owned enterprise; (d) the entity is financed through government appropriations, tax revenue, licenses, fees, or royalties; (e) the entity’s profits are paid or go directly to any government; (f) any government subsidizes the entity’s costs of providing services; (g) the entity is funded by any government in the event it fails to “break even;” (h) any government designates the entity as performing a governmental function or otherwise clearly recognizes that the entity is performing a function expressed in any government’s policies; (i) the public generally perceives the entity to be performing a governmental function; (j) the entity has a monopoly over the function it carries out, or exclusive power to administer the function it carries out; (k) employees of the entity are considered locally to be public officials or civil servants; or (l) the entity provides services, which the local government treats as its own, to the public at large. For clarity, the phrase “public sector end user” shall be determined according to the above definition of “public sector.” As an adjective, “public sector” means of or relating to a public sector entity.
Public sector end users shall be considered “end users” for the purposes of the agreement.

2. Distribution Rights
Notwithstanding any restriction in the agreement prohibiting distribution to public sector end users, Oracle grants you a nonexclusive, nontransferable right to distribute programs, hardware, learning credits (to the extent permissible under applicable laws), and/or services (other than cloud services) to public sector end users, subject to the terms of this addendum, the agreement, and the applicable distribution addendum.
Depending upon the country(ies) in which you conduct public sector business, you may be required to satisfy additional requirements before distributing such programs, hardware, learning credits (to the extent permissible under applicable laws), and/or services (other than cloud services) to public sector end users in such country(ies) subject to Oracle’s due diligence standards and training requirements.
Please visit https://www.oracle.com/opn/secure/gtm/transacting-tools/public-sector-guide-7299730.pdf for additional information about Oracle’s partner due diligence processes.

3. Order Terms
Notwithstanding anything to the contrary in the section of the agreement entitled Order Terms, upon request from Oracle, you agree to submit to Oracle an unredacted copy of the end user agreement related to each order for a public sector end user and any ordering documents, purchase agreements, and other documents between you and the public sector end user that together with the end user agreement form the complete end user contract related to the order. To the extent that the order involves your distribution of Oracle products through another authorized reseller(s) (which requires Oracle’s explicit pre-approval), you agree to obtain and submit to Oracle, upon request from Oracle, an unredacted copy of the agreement or purchase orders between such reseller(s).
Moreover, to ensure that all business with public sector end users meets high standards of business ethics, your orders for public sector end users may be subject to Oracle’s transactional due diligence and related processes. As such, you acknowledge and agree that, notwithstanding whether any such order has been submitted, booked, and/or accepted by Oracle, Oracle may request, and you agree to provide, any documents related to your actual or anticipated costs in connection with your order. Oracle reserves the right to reject or otherwise cancel any order for a public sector end user if the order does not successfully complete Oracle’s transactional due diligence or related processes.
Please visit https://www.oracle.com/opn/secure/gtm/transacting-tools/public-sector-guide-7299730.pdf for additional information about Oracle’s transactional due diligence processes.

4. End User Agreement
(a) In addition to any form of end user agreement permitted under your Master Distribution Agreement or applicable distribution addendum, for distributions made pursuant to this Addendum your end user agreement may consist of a legally binding written agreement between you and the public sector end user in accordance with the terms of this addendum.
(b) If the end user agreement is your own agreement as permitted in this addendum, the order between you and Oracle shall so specify and the order between you and the public sector end user shall expressly incorporate by reference and attach one of the following end user supplemental terms and conditions (“STC”) as applicable:
(i) For the distribution of program licenses, hardware, and related service offerings, the Minimum Required End User Terms attached as Exhibit A;
(ii) Solely for the distribution of program licenses and related service offerings, either the applicable Oracle Software STC attached as Exhibit B (for U.S. federal public sector end users) or Exhibit C (for North America public sector end users that are not U.S. Federal end users);
Your order with the public sector end user must (i) expressly incorporate by reference and attach the applicable STC and (ii) state that the STC shall take precedence over any conflicting non-Oracle documentation, terms or conditions in your order or agreement with the public sector end user.
(c) Oracle is a third party beneficiary of any end user agreement between you and a public sector end user, but Oracle does not assume any of your obligations thereunder, and you agree that you will not enter into any end user agreement that excludes Oracle as a third party beneficiary. You agree to inform Oracle promptly if you become aware of any breach of an end user agreement. You agree to enforce the terms of an end user agreement between you and a public sector end user if Oracle requests you to do so to protect its interest, or, at Oracle’s request, to assign to Oracle or its designee the right to enforce such end user agreement.
(d) Notwithstanding anything to the contrary in any distribution addendum, if the end user agreement is your own agreement, such agreement must at a minimum include the terms set forth in Exhibit A, B, or C to this addendum (as applicable) in addition to any terms set out in the Partner Ordering Policy. The required terms set forth in Exhibit A, B and C are subject to change at Oracle’s discretion upon 30 days written notice. You shall be financially responsible for all claims and damages to Oracle caused by your failure to include the required contractual terms in each end user agreement between you and an end user.

5. Warranties, Disclaimers and Exclusive Remedies
Notwithstanding anything to the contrary in the agreement, Oracle warrants that a program distributed to a public sector end user will operate in all material respects as described in the applicable program documentation for one year from delivery (i.e., via physical shipment or electronic download). You must notify Oracle of any program warranty deficiency related to a program distributed to a public sector end user within one year from delivery. Oracle also warrants that services will be provided in a professional manner consistent with industry standards. You must notify Oracle of any services warranty deficiencies related to services provided to a public sector end user within 90 days from performance of the deficient services.

ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
FOR ANY BREACH OF THE ABOVE WARRANTIES, THE EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER AND THE PUBLIC SECTOR END USER ENDS THE PROGRAM LICENSE, YOU MAY RECOVER THE FEES YOU PAID TO ORACLE FOR THE PROGRAM LICENSE DISTRIBUTED TO THE PUBLIC SECTOR END USER AND ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE DISTRIBUTED TO THE PUBLIC SECTOR END USER; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES PROVIDED BY ORACLE; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER AND THE PUBLIC SECTOR END USER ENDS THOSE SERVICES, YOU MAY RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES PROVIDED BY ORACLE TO THE PUBLIC SECTOR END USER.
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 THAT YOU SHALL NOT MAKE ANY WARRANTY ON ORACLE’S BEHALF WITH RESPECT TO SUCH LEARNING CREDITS.

Oracle provides a limited warranty for hardware and the associated operating system, integrated software and integrated software options in accordance with the Oracle Hardware Warranty in effect at the time the hardware is purchased, subject to the disclaimers and exclusive remedies stated therein. The Oracle Hardware Warranty can be accessed at: http://www.oracle.com/support/policies.html.

6. Ethical Business Practices
(a) Partner Code of Ethics and Business Conduct; Anti-Corruption Training. You represent and warrant that your personnel involved in Oracle-related public sector business have reviewed and are familiar with Oracle’s Partner Code of Ethics and Business Conduct (the “Partner Code”). You represent and warrant that you will comply with the Partner Code in your Oracle-related public sector business. Oracle requires your employees conducting Oracle-related public sector business to take TRACE’s anti-corruption training by visiting https://partnerhelp.oracle.com/app/answers/answer_view/a_id/1013842. Upon Oracle’s request, you agree to provide to Oracle proof that your employees conducting Oracle-related public sector business have successfully completed TRACE’s anti-corruption training or other anti-corruption training Oracle provides in lieu of the TRACE training.
(b) Global Anti-Corruption Laws. You represent and warrant that your personnel involved in Oracle-related public sector business are familiar with the United States Foreign Corrupt Practices Act, the United Kingdom 2010 Bribery Act, and local anti-corruption laws in the country(ies) in which you operate (collectively, “Global Anti-Corruption Laws”). You represent and warrant that you will comply with all Global Anti-Corruption Laws. Moreover, you represent and warrant that you have a compliance program and system of internal controls reasonably designed to prevent and detect improper conduct, including violations of any Global Anti-Corruption Laws. Upon Oracle’s request, you agree to have your compliance program and internal controls reviewed and audited by an independent compliance professional at your expense; provided, if you have obtained such an audit report within the two-year period immediately preceding such request by Oracle, you may provide such audit report to Oracle in lieu of having an audit conducted at the time of the request. Any such audit report must certify that you have implemented an effective compliance program and internal controls, and you agree that the report will be furnished to Oracle without restriction.
(c) Public Procurement. You represent and warrant that your personnel involved in Oracle-related public sector business are familiar with the public procurement laws, rules and regulations that apply in the country(ies) in which you operate, particularly those that pertain to public procurement processes, procurement-sensitive information, and lobbying (collectively, “Procurement Laws”). You represent and warrant that you will comply with all Procurement Laws.
(d) Current and Former Public Sector Employees. You represent and warrant that none of your principals, directors, officers, employees, or third-party agents shall use his or her current or former public sector position to improperly influence Oracle-related public sector business. If any current or former public sector employee working for you is involved in any Oracle transaction involving a public sector end user, his or her involvement shall be promptly disclosed to Oracle in writing in advance of closing such transaction.
(e) Financial Integrity. You agree to document accurately and fully in your books and records all transactions related directly or indirectly to Oracle-related public sector business, including but not limited to pre-sales activities, sales, marketing, entertainment, conference sponsorships, and travel. You also agree to retain only experienced contractors and subcontractors in connection with Oracle-related public sector business, to ensure that they comply with all Global Anti-Corruption and Procurement Laws, to pay them fair market value for their services, and to document accurately and fully all services they provide in connection with Oracle-related public sector business. All documents concerning Oracle-related public sector business shall be supported by complete and accurate documentation, including without limitation contracts, purchase orders, discount approval requests, invoices, receipts, proof of performance, and proof of payment. Such records shall be maintained for three (3) years after expiration of the transaction to which they relate.
(f) Discounting Practices and Discount Pass-Through. You represent and warrant that: (i) you will provide truthful and accurate information to Oracle when seeking approval for non-standard discounts; (ii) any approved discount or benefit must be used only for the purpose disclosed and authorized; and (iii) neither you nor your agents shall use any portion of any discount granted by Oracle for purposes inconsistent with the Global Anti-Corruption Laws. You will ensure that the substantial majority of the value of any discount approved by Oracle is passed through for the benefit of the public sector end user. At a minimum, you will ensure that the value of any non-standard discount approved by Oracle is passed through for the benefit of the public sector end user. Partners that distribute Oracle products and services to public sector end users remain free to determine the prices charged to the public sector end users.
(g) No Improper Side Funds; Duty to Report Actual or Suspected Misconduct. You represent and warrant that you have implemented internal controls and procedures designed to prevent and detect the creation of improper side funds in connection with any Oracle transaction. You shall alert Oracle promptly upon (and in no case more than seven (7) days after) becoming aware of any such side funds, or any other actual or potential violation of the Global Anti-Corruption Laws, the Partner Code, or any provision of this addendum, by sending an email to ComplianceProgram-Appr_ww@oracle.com or by contacting the Oracle Integrity Helpline at http://www.oracleintegrityhelpline.ethicspoint.com. Should you have any questions or concerns about your obligations under this addendum or the Global Anti-Corruption Laws, you may request assistance from or raise such issues with Oracle by sending an email to the address above or contacting the Oracle Integrity Helpline.
(h) Indemnification for Unethical Business Practices. Notwithstanding your indemnification obligations under the agreement, you will indemnify and hold Oracle, Oracle Corporation, and its subsidiaries, parent companies, and affiliates harmless from any and all claims, losses, and liabilities resulting from any breach of your obligations under this Section 6. For the avoidance of doubt, your obligations under this subsection are intended to survive the expiration or termination of the agreement or this addendum.
(i) Termination for Unethical Business Practices. You acknowledge and agree that, upon written notice from Oracle, any violation of the representations, warranties, or provisions in this Section 6 by you or your representatives will constitute just cause for Oracle’s immediate termination, without liability to Oracle, of your membership in the Oracle PartnerNetwork and any and all of your existing distribution rights.

7. Audit Rights and Duty to Cooperate
In addition to any other audit rights Oracle may have, Oracle and its authorized representatives shall have the right to review, examine, and make copies of your records, in whatever form they may be kept, related directly or indirectly to your Oracle-related public sector business dealings, including relevant accounting records, transactional records, marketing materials, emails, and written policies and procedures. Notwithstanding any of your confidentiality obligations or restrictions, you agree to seek the proper consents in order to share such records with Oracle. You shall make such records available to Oracle within fourteen (14) days of any request. You agree to cooperate with Oracle’s requests for documents and information, agree to provide truthful and complete responses to such requests, and agree to make your personnel involved in Oracle-related public sector business available for interviews. Your failure to comply with the obligations of this paragraph will constitute just cause for Oracle’s immediate termination, without liability to Oracle, of any and all of your existing distribution rights. Oracle’s rights under this Section shall survive expiration or termination of your Oracle PartnerNetwork Agreement, the agreement, and this addendum for a period of three (3) years.

8. Oracle OpenWorld and other Travel and Accommodation Costs
Oracle does not permit you or any of your representatives, including your travel and marketing agencies, to provide or pay for travel or accommodation on Oracle’s behalf to any public sector employees. Any request or proposal to provide travel and/or accommodations to public sector employees to attend Oracle-related events, including Oracle OpenWorld, must be referred to Oracle. Oracle has Non-Employee Travel policies and procedures to evaluate and address such requests in compliance with applicable laws.

9. Suspension
Oracle shall have the unilateral right to suspend your public sector distribution rights under this addendum if it has a reasonable belief that you have breached any provision of this addendum, including your failure to cooperate with any audit request under Section 7. The lifting of any such suspension shall be subject to Oracle being reasonably satisfied that appropriate and/or agreed actions have been taken to remediate the issues giving rise to Oracle’s decision to suspend your rights.

10. U.S. Government End Users
Oracle programs, including the operating system, integrated software, any programs installed on the hardware, and/or documentation, delivered to U.S. Government end users are “commercial computer software” as defined in the Federal Acquisition Regulation (“FAR”). As such, use, duplication, disclosure, modification, and adaptation of the programs, including the operating system, integrated software, any programs installed on the hardware, and/or documentation, shall be subject to the license and license restrictions set forth in this agreement.

11. Term and End of Agreement
The term of this addendum shall commence on its effective date below and shall terminate on ______ unless terminated earlier as provided herein or in the agreement. Notwithstanding anything to the contrary in the agreement, this addendum may be terminated by either party at any time by providing thirty (30) days prior written notice to the other party.
Other than the modifications above, the terms and conditions of the agreement remain unchanged and in full force and effect.

The effective date of this Public Sector Addendum shall be _________, 20__ [to be completed by Oracle]

EXHIBIT A
MINIMUM REQUIRED END USER AGREEMENT TERMS

The end user agreement at a minimum must:
(1) Limit the use of the programs and/or hardware that are subject to the end user agreement to the legal entity that executed the end user agreement.
(2) Restrict the use of the programs to the internal business operations of the public sector end user subject to the terms of the end user agreement, including the license definitions and rules set forth in the program documentation, and the Partner Ordering Policy. You may allow your public sector end users to permit agents or contractors (including, without limitation, outsourcers) to use the programs on the applicable public sector end user’s behalf for the purposes set forth in the end user agreement, subject to the terms of such agreement, provided that such public sector end users are responsible for the agent’s, contractor’s, and outsourcer’s compliance with the end user agreement in such use. For programs that are specifically designed to allow the public sector end user’s customers and suppliers to interact with the public sector end user in the furtherance of the end user’s internal business operations, such use may be allowed under the end user agreement. Oracle’s license definitions and rules are subject to change and are available on the OPN Portal at http://www.oracle.com/corporate/contracts/contract-documents/license-definitions-rules.html.
(3) Restrict use of the operating system delivered with the hardware to the terms of the license delivered with the hardware and only as incorporated in, and as part, of the hardware.
(4) Restrict use of the integrated software, which is defined as software embedded in the hardware that is essential to hardware functionality (e.g., firmware) subject to the terms of the end user agreement and only as incorporated in, and as part of, the hardware.
(5) Define ancillary programs as those third party materials specified in the program documentation that may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered.
(6) State that Oracle or its licensor retains all ownership in the intellectual property rights to the programs, hardware, operating system, and integrated software.
(7) State that third party technology that may be appropriate or necessary for use with some Oracle programs and/or hardware is specified in the program documentation and/or hardware documentation and that such third party technology is licensed to the public sector end user under the terms of the third party technology license agreement specified in the program documentation and/or hardware documentation and not under the terms of the end user agreement.
(8) Notify the end user that the hardware and integrated software are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or operation of a nuclear facility and prohibit use of the hardware and/or integrated software for these purposes.
(9) Prohibit the public sector end user from assigning, giving, or transferring the programs, operating system, integrated software, and/or any services ordered or an interest in them to another individual or entity (in the event the end user grants a security interest in the programs, operating system, integrated software, and/or any services, the secured party has no right to use or transfer the programs, operating system, integrated software, and/or any services). If the public sector end user decides to finance its acquisition of the programs, operating system, integrated software, and/or any services, the public sector end user must follow Oracle’s policies regarding financing, which are available at https://www.oracle.com/products/financing/policies.html.
(10) Prohibit (a) use of the programs for rental, timesharing, subscription service, hosting, or outsourcing; (b) the removal or modification of any program or hardware markings or any notice of Oracle’s or its licensors’ proprietary rights; (c) the public sector end user from making the programs, operating system, integrated software available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license); and (d) title to the programs, operating system, and/or integrated software from passing to the public sector end user or any other party.
(11) Prohibit the 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 material produced by programs), operating system, and/or integrated software and prohibit duplication of the programs, operating system, and/or integrated software except for a sufficient number of copies for the public sector end user’s licensed use and one copy of each program media.
(12) Restrict use of any additional programs that Oracle may include with the programs ordered for trial, non-production purposes only. The public sector end user may not use such additional programs included with an order to provide training or attend training provided by you or a third party on the content and/or functionality of the programs. The public sector end user has 30 days from the delivery date to evaluate the additional programs, subject to the terms of the end user license agreement. If the public sector end user decides to use any additional programs after the 30 day trial period, the public sector end user must obtain a license for such programs from you. If the public sector end user decides not to obtain a license for the additional programs after the 30 day trial period, the public sector end user will cease using and will delete any such programs from the public sector end user’s computer systems. Additional programs included with an order are provided “as is” and Oracle does not provide technical support or offer any warranties for these programs.
(13) Inform the public sector end user that technical support, if ordered from Oracle, is provided under Oracle’s technical support policies in effect at the time the services are provided and that Oracle’s technical support policies can be accessed at https://www.oracle.com/support/policies.html. Require the public sector end user to acknowledge that Oracle’s technical support policies are incorporated into the end user agreement by reference. Inform the public sector end user that if it decides not to purchase technical support at the time of the license and/or hardware purchase then the public sector end user will be required to pay reinstatement fees to Oracle in accordance with Oracle’s current technical support policies if the public sector end user decides to purchase support at a later date.
(14) Inform the public sector end user that any third party firms retained by the public sector end user to provide computer consulting services are independent of Oracle and are not Oracle’s agents and that Oracle is not liable for nor bound by any acts of any such third party firm.
(15) Inform the public sector end user that some programs may include source code that Oracle may provide as part of its standard shipment of such programs, which source code shall be governed by the terms of the end user agreement.
(16) Inform the public sector end user that hardware, if purchased, includes Oracle’s hardware warranty in effect at the time the hardware is purchased and that Oracle’s hardware warranty can be accessed at https://www.oracle.com/support/policies.html.
(17) Disclaim, to the extent not prohibited by applicable law, Oracle’s liability for (a) any damages, whether direct, indirect, incidental, special, punitive, or consequential, and (b) any loss of profits, revenue, data, or data use arising from the use of the programs.
(18) Require the public sector end user at the termination of the agreement to discontinue use and destroy or return to you all copies of the programs and documentation.
(19) Prohibit publication of any results of benchmark tests run on the programs and/or hardware.
(20) Require the public sector end user to comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the programs, the hardware, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws.
(21) Not require Oracle to perform any obligations or incur any liability not previously agreed to between you and Oracle.
(22) Permit you to audit your public sector end user’s use of the programs, require the public sector end user to provide reasonable assistance and access to information in the course of such audit, and permit you to report the audit results to Oracle or to assign your right to audit the public sector end user’s use of the programs to Oracle. Where you assign your right to audit to Oracle then Oracle shall not be responsible for any of your or the public sector end user’s costs incurred in cooperating with the audit.
(23) Require the public sector end user to agree that the public sector end user has not relied on the future availability of any hardware, programs, or updates in entering into the end user agreement; however, (a) if the public sector end user orders technical support from Oracle for the programs, the preceding sentence does not relieve Oracle of its obligation to provide updates under such order, if-and-when available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to the public sector end user for any program licensed under the end user agreement, per the terms of such end user agreement.
(24) Designate Oracle as a third party beneficiary of the end user agreement.
(25) Include any additional terms specific to Oracle services that you are distributing to the public sector end user as required by Oracle at the time of the applicable order.

<NOTE TO PARTNERS: EXHIBIT B IS THE ORACLE SOFTWARE PROGRAMS AND/OR SERVICES U.S. FEDERAL SUPPLEMENTAL TERMS AND CONDITIONS>
(ONLY to be used for U.S. Federal Government public sector end users)
EXHIBIT B
ORACLE SOFTWARE PROGRAMS AND/OR SERVICES
U.S. FEDERAL SUPPLEMENTAL TERMS AND CONDITIONS

THESE ORACLE SOFTWARE PROGRAM AND/OR SERVICES U.S. FEDERAL SUPPLEMENTAL TERMS AND CONDITIONS (“SOFTWARE STCs”) SHALL APPLY TO THE ORACLE SOFTWARE PROGRAMS AND/OR SERVICES THAT YOU ORDER FROM THE CONTRACTOR (THE “CONTRACTOR”). THESE SOFTWARE STCs SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON-ORACLE ORDER OR ORDERING DOCUMENTATION. THESE SOFTWARE STCs ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIES/SERVICES IN YOUR ORDER TO THE CONTRACTOR.

A. Definitions
“You” and “your” refers to the ordering activity that has ordered programs, and/or services from an authorized distributor (“Contractor”) under the contract.
The term “ancillary programs” refers to third party materials 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 “contract” refers to your prime contract with the Contractor.
The term “order” refers to the order placed under the Contract inclusive of these expressly incorporated Software STCs.
The term “program documentation” refers to the program user manual and program installation manuals. You may access the documentation online at http://oracle.com/documentation.
The term “programs” refers to the software products owned or distributed by Oracle which you have ordered, program documentation, and any program updates acquired through technical support.
The term “services” refers to annual technical support services which you have ordered.

B. Rights Granted
Upon Contractor’s acceptance of your order, you have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in your order with Contractor), limited right to use the programs and receive any services you ordered solely for your internal ordering activity operations and subject to the terms of these Software STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation. You may allow your agents and contractors (including, without limitation, outsourcers) to use the programs for this purpose and you are responsible for their compliance with these Software STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation in such use. For programs that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations, such use is allowed.

C. Ownership and Restrictions
Oracle or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership and intellectual property rights to anything developed by Oracle and delivered under your order resulting from services. You may make a sufficient number of copies of each program for your licensed use and one copy of each program media.
Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program documentation. Such third party technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not under the terms of the contract or these Software STCs.
You may not:
• use the programs in a rental, timesharing, subscription service, hosting or outsourcing capacity;
• remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights;
• make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired);
• 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), operating system or integrated software; or
• disclose results of any program benchmark tests.

D. Warranties, Disclaimers and Exclusive Remedies
For the sake of clarity, this is the Oracle manufacturer’s warranty; nevertheless, it shall be accessed by you through the Contractor.
Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year from delivery (i.e. via physical shipment or electronic download). You must notify Oracle of any program warranty deficiency within one year from delivery. ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
Oracle also warrants that services will be provided in a professional manner consistent with industry standards. You must notify Oracle of any services warranty deficiencies within 90 days from performance of the deficient services.
FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES PAID TO ORACLE FOR THE PROGRAM LICENSE DISTRIBUTED TO YOU; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES PROVIDED BY ORACLE; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THOSE SERVICES AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICES PROVIDED BY ORACLE TO YOU. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

E. Technical Support
Technical support consists of annual technical support services you may have ordered or will order for the programs, including support renewals. Support must be ordered pursuant to a valid End User License Agreement such as these Software STCs. Bug fixes, security fixes and any updates received shall be provided under the terms of the license agreement that You accepted upon ordering the programs.
If ordered, annual technical support (including first year and all subsequent years) for programs is provided under Oracle’s technical support policies in effect at the time the services are provided. The technical support policies, incorporated herein, are subject to change at Oracle’s discretion; however, Oracle policy changes will not result in a material reduction in the level of services provided for supported programs during the period for which technical support has been ordered. You should review the policies prior to entering into an order for the applicable services. You may access the current version of the technical support policies at http://www.oracle.com/us/support/policies/index.html. The technical support policies state that, “global customer support services and systems are not designed to accommodate special security controls that may be required to store or process certain types of sensitive data.” Accordingly, as stated in the technical support policies, You agree not to submit any health, payment card, CUI or other controlled or sensitive data that require protections greater [such as those in DFARS 252.204-7012 or substantively similar requirements] than those specified in the Oracle Global Customer Support Security Practices to Oracle as part of any service request. Software Update License & Support (or any successor technical support offering to Software Update License & Support, “SULS”) acquired with your order may be renewed annually through a reseller that is expressly authorized to distribute support renewals. The order with Contractor will specify your SULS fee for the first renewal year should you renew SULS for the same number of licenses for the same programs as contained in the original order. If you elect not to purchase technical support at the time that the program is ordered, then you may be required to pay reinstatement fees in accordance with Oracle’s technical support policies in effect at the time of reinstatement if you decide to purchase technical support at a later date. Technical support for programs is effective upon shipment of tangible media or upon the effective date of the order if shipment of tangible media is not required.
Invoices for technical support services shall be submitted by Contractor on a quarterly basis (unless otherwise specified in the order) after the completion of such period. Technical support services charges for SULS (or any successor technical support offering to SULS) are classified as Software Maintenance as a Service and must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.
Notwithstanding anything in Oracle’s technical support policies to the contrary, you may discontinue technical support at the end of any current technical support term and, at any time thereafter, reinstate technical support by executing an order for such services with Contractor. If you decide to reinstate technical support, you must pay a reinstatement fee. The reinstatement fee shall be the amount that would have been paid by the ordering activity for the past support period had technical support not lapsed. In addition to the reinstatement fee described in the preceding sentence, you must pay the technical support fee for the new support period. This technical support fee for the new support period is computed as follows: (i) if technical support lapsed, then the technical support fee for a twelve month support period shall be the last annual technical support fee you paid for the relevant program; (ii) if you never acquired technical support for the relevant program, then the annual technical support fee shall be the fee that would have been charged if support had been ordered originally for the relevant program per Oracle’s Support pricing policies in effect at the time of reinstatement. Renewal adjustments may be applied to the annual support fee described in (i) and (ii) above.

F. Intellectual Property Indemnification
If someone makes a claim against you, including the U.S. Government, and its officers, employees and agents, or Oracle (“Recipient”, which may refer to you or Oracle depending upon which party received the Material), that any information, design, specification, instruction, software, data, or material (“Material”) furnished by either you or Oracle (“Provider”, which may refer to you or Oracle depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights (including U.S. or foreign patent, trademark and copyright), the Provider will indemnify the Recipient against the claim to the extent permitted by law if the Recipient does the following:
o Notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim;
o Gives the Provider control of the defense, with input from Recipient, and any settlement negotiations, provided that for the U.S. Government the control of the defense and settlement is subject to 28 U.S.C. 516; and
o Gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated someone else’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid for it. If you are the Provider and such return materially affects Oracle’s ability to meet its obligations under the relevant order (e.g., impairs Oracle’s ability to perform due to a work statement, schedule or cost impact), then Oracle may, at its option and upon 30 days prior written notice, request termination of the order. Oracle’s right to end the license or request termination of the order in accordance with this paragraph shall not apply if the U.S. Government authorizes or consents to use of the Material, and in such cases, Oracle shall have no obligation to indemnify or other liability whatsoever, to the Government or to third parties for infringement, and the exclusive cause of action and remedy for infringement shall be in accordance with 28 U.S.C. 1498, as set forth in 48 C.F.R. 27.201-1(a). The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient, or if the Recipient continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Oracle will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Oracle. Oracle will not indemnify you for infringement caused by your actions against any third party if the Oracle program(s) as delivered to you and used in accordance with the terms of the order and the Software STCs would not otherwise infringe any third party intellectual property rights. Oracle will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of your order with Contractor (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of your order with Contractor.
With respect to the U.S. Government, the foregoing indemnification shall not apply as to the United States indemnifying Oracle or any other party; however, Oracle reserves the right to seek indemnification from the U.S. Government in accordance with the preceding paragraphs should Federal statute permit such indemnification.
This section provides the parties’ exclusive remedy for any infringement claims or damages.

G. NEITHER YOU NOR ORACLE OR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE’S AND ITS AFFILIATES’ MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO AN ORDER ISSUED PURSUANT TO THESE SOFTWARE STCs, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES ACTUALLY PAID TO ORACLE UNDER SUCH ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES ACTUALLY PAID TO ORACLE UNDER SUCH ORDER FOR THE DEFICIENT PROGRAM, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY CONTRACTOR FROM ORACLE UNDER SUCH ORDER.

H. NONDISCLOSURE
By virtue of Your order and these Software STCs, Oracle, the Contractor and You may disclose to each other information that is confidential (“Confidential Information”). Confidential information shall be limited to the terms and pricing under these Software STCs and Your order, 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; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
Subject to the Freedom of Information Act (“FOIA”) (5 U.S.C. §552), Oracle, the Contractor and You each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of five years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under these STCs, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law. Oracle will protect the confidentiality of Your Content resident in the Services in accordance with the Oracle security practices defined as part of the Service Specifications applicable to Your order.
The parties acknowledge and agree that You and these Software STCs are subject to FOIA. Should You receive a request under such law for Oracle’s Confidential Information, You agree to give Oracle adequate prior notice of the request and before releasing Oracle’s Confidential Information to a third party, in order to allow Oracle sufficient time to seek injunctive relief or other relief against such disclosure.

I. ENTIRE AGREEMENT
You agree that these Software STCs and the information which is incorporated into these Software STCs by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the products and services ordered by You and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such products and services. These Software STCs shall not be modified, altered, or waived except by mutual written agreement signed by authorized representatives of You and the Contractor. Any notice required under these STCs shall be provided to the other party in writing.
J. Other
1. Oracle programs, including the operating system, integrated software, any programs installed on the hardware and/or documentation, delivered in accordance with the terms and conditions of the contract are “commercial computer software” pursuant to the applicable Federal Acquisition Regulation (“FAR”). As such, use, duplication, disclosure, modification, and adaptation of the programs, including the operating system, integrated software, any programs installed on the hardware, and/or documentation, shall be subject to these Software STCs, and then, to the extent applicable, the additional rights set forth in FAR 52.227-19, Commercial Computer Software (DEC 2007) wherein for the purposes of the contract “Government” shall mean the ordering activity.
2. You may not assign orders or give or transfer the programs and/or any services or an interest in them to another individual or entity. If you grant a security interest in the programs and/or any services deliverables, the secured party has no right to use or transfer the programs and/or any services deliverables, and if you decide to finance your acquisition of programs and/or any services, you will follow Oracle’s policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights you may otherwise have with respect to the Linux operating system, third party technology or separate works licensed under open source or similar license terms.
3. In entering into an order under the contract, you agree and acknowledge that you have not relied on the future availability of any program or updates. However, (a) if you order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the relevant order, if and when available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under the order, per the terms of these Software STCs.
4. Accessibility. The extent to which an Oracle product is, prior to any customizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Architectural and Transportation Barriers Compliance Board standards set out in 36 CFR Part 1194 (known as ‘Section 508’) effective as of June, 2001, or the Revised version in Appendix A (known as ‘Revised Section 508’) effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG) version 2.0 level AA, respectively, is indicated by the dependencies, comments and exceptions (some of which may be significant, if any) noted on the applicable Voluntary Product Accessibility Templates (VPAT) available at www.oracle.com/us/corporate/accessibility for each product, when they are used in accordance with Oracle’s associated documents and other written information, and provided that any assistive technologies and any other products used with them properly interoperate with them. In the event that no VPAT is available for a particular Oracle product, please contact the Oracle Accessibility Program Office at accessible_ww@oracle.com. In some cases, the outcome may be that a product is still being evaluated for accessibility, may be scheduled to meet accessibility standards in a future release, or may not be scheduled to meet accessibility standards at all. Oracle customers may call Oracle Support at 1.800.223.1711. Hearing-impaired customers in the U.S. who wish to speak to an Oracle Support representative may use a telecommunications relay service (TRS). Information about the TRS is available at https://www.fcc.gov/file/15195/download, and a list of telephone numbers is available at https://www.fcc.gov/general/telecommunications-relay-services-directory. International hearing-impaired customers should use the TRS at +1.605.224.1837. An Oracle Support engineer will respond to technical issues according to the standard service request process. Oracle cannot make any commitments about future product directions, including plans to address accessibility or the availability of VPATs. Product direction remains at the sole discretion of Oracle. You agree that the representations provided and referenced in this paragraph satisfy Your requirements relating to Section 508 and Accessibility, and that no other Section 508- or Accessibility-related requirements, terms, conditions, statements or any other such representations, including any which may be contained in any non-Oracle order or ordering documentation, shall apply to the Oracle products and/or services provided under these Software STCs.

5. Internet Protocol version 6 (IPv6). Prior to any customizations, the Oracle product(s) and service(s) to be delivered pursuant to the contract are capable of accommodating Internet Protocol version 6 (IPv6) solely to the extent defined and noted in the relevant product/service documentation available at oracle.com. Please note that such capabilities are subject to the dependencies, comments and exceptions (some of which may be significant, if any) noted in such documentation, and require that Oracle product(s) and service(s) are used in accordance with Oracle’s associated documents and other written information and that any other products properly interoperate with them. If no relevant product/service documentation is found addressing IPv6, then Oracle makes no representations as to the capabilities of the product/service in question to accommodate IPv6. Oracle cannot make any commitments about future product directions, including plans to address IPv6. Product direction remains at the sole discretion of Oracle. You agree that the representations provided and referenced in this paragraph satisfy Your requirements relating to IPv6, and that no other IPv6-related requirements, terms, conditions, statements or any other such representations, including any which may be contained in any non-Oracle order or ordering documentation, shall apply to the Oracle products and/or services provided under these Software STCs.
6. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs. You agree that such export laws govern your use of the programs (including technical data), and any services deliverables provided under your order, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, program, and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
7. Oracle, as the owner of the intellectual property of the program licensed and the technical support services, is a third party beneficiary of the contract and the orders for Oracle products issued pursuant to the contract, but does not assume any of the Oracle authorized reseller’s obligations thereunder.
8. The Uniform Computer Information Transactions Act does not apply to these Software STCs nor any order placed pursuant to them.
9. You understand that the Contractor and Oracle’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of Oracle and are not Oracle’s agents. Oracle is not bound by any acts of any such entity, unless the entity is providing services as an Oracle subcontractor under an engagement ordered directly with Oracle.
10. You may order trial programs, or Oracle may include additional programs with your order with Contractor which you may use for trial, non-production purposes only. You may not use the trial programs to provide or attend third party training on the content and/or functionality of the programs. You have 30 days from the delivery date to evaluate these programs. If you decide to use any of these programs after the 30-day trial period, you must obtain a license for such programs from Oracle or an authorized distributor. If you decide not to obtain a license for any program after the 30 day trial period, you will cease using and delete any such programs from your computer systems. Programs licensed for trial purposes are provided “as is” and Oracle does not provide technical support or offer any warranties for these programs.
11. Unless otherwise agreed in an order, upon 45 days written notice, and no more than once annually, Contractor may audit your use of the programs to ensure Your use of the Programs is in compliance with the terms of the applicable order and these STCs. You agree to cooperate with Contractor’s audit, provide reasonable assistance and access to information. Such cooperation and assistance shall also include, but shall not be limited to, the running of Oracle data measurement tools on Your servers and providing, or permitting the Contractor to provide, the resulting data to Oracle. Any such audit shall not unreasonably interfere with your normal business operations, and shall comply with Your reasonable security and safety rules, policies, and procedures, including any facility or system access rules applicable to outside parties (“security rules”) while performing any such audit, provided that such security rules are applicable to the performance of the audit; you make such security rules available to Contractor prior to the commencement of the audit; and such security rules do not modify or amend the terms and conditions of the contract or the applicable order. If the audit identifies non-compliance, You shall be responsible for remedying such non-compliance, which may include, without limitation, paying any underpaid fees related to use of the programs and Oracle or the Contractor (as the case may be) or discontinuing Your noncompliant use. Should the remedy require You to pay fees, You will submit a contract modification to document the amount of such fees.
Contractor may assign its right to audit your use of the programs to Oracle. In all cases, Oracle shall not be responsible for any costs incurred by either you or Contractor in cooperating with the audit. 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 Section H (Nondisclosure) of these Software STCs.
12. Upon termination of a program license, you are required to discontinue use and destroy or return to the Contractor all copies of the programs and program documentation associated with the terminated license.
13. Except for actions for breach of Oracle’s proprietary rights, any disputes arising out of or relating to these Software STCs shall be handled in accordance with the Contract Disputes Act.
14. Source code maybe delivered as part of the standard delivery for particular programs; all such source code is subject to the terms of these Software STCs, including the Oracle License Definitions and Rules, the applicable order, the contract and the applicable program documentation.
15. Programs and service deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications.
16. For software (i) that is part of Programs, Operating Systems, Integrated Software or Integrated Software Options (or all four) and (ii) that You receive from Oracle in binary form and (iii) that is licensed under an open source license that gives You the right to receive the source code for that binary, You may obtain a copy of the applicable source code from https://oss.oracle.com/sources/ or http://www.oracle.com/goto/opensourcecode. If the source code for such software was not provided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the instructions in the “Written Offer for Source Code” section of the latter website.
17. Except as stated otherwise in your order, the version of Oracle’s Applications Licensing Table in effect as of the effective date of your order shall apply to the licenses for the programs you order. The applicable Applications Licensing Table is available at http://oracle.com/us/corporate/contracts. Oracle reserves the right to periodically change the information presented on the website provided above. All information on this website is provided “as-is” without warranty of any kind, either express or implied.
18. Except as stated otherwise in your order, the version of Oracle’s License Definitions and Rules in effect on the date of your order shall apply to the licenses for the programs you order. The applicable License Definitions and Rules are available at https://www.oracle.com/corporate/contracts. Oracle reserves the right to periodically change the information presented on the website provided above. All information on this website is provided “as-is” without warranty of any kind, either express or implied.
19. If any document incorporated by reference into these Software STCs, including the License Definitions and Rules and terms included and/or referenced therein, contains a provision (a) allowing for the automatic termination of your license rights or technical support services; (b) allowing for the automatic renewal of services and/or fees; and/or (c) requiring the governing law to be anything other than Federal law, then, such terms shall not apply. If any document incorporated by reference into these Software STCs, including the License Definitions and Rules and terms included and/or referenced therein, contains an indemnification provision, such provision shall not apply as to the United States indemnifying Oracle or any other party; however, Oracle reserves the right to seek indemnification from the U.S. Government in accordance with the terms of section F above should Federal statute permit such indemnification.

<NOTE TO PARTNERS: EXHIBIT C IS THE ORACLE SOFTWARE PROGRAMS AND/OR SERVICES PUBLIC SECTOR SUPPLEMENTAL TERMS AND CONDITIONS>
(ONLY to be used for North America public sector end users in that are not
U.S. Federal public sector end users)
EXHIBIT C
ORACLE SOFTWARE PROGRAMS AND/OR SERVICES
PUBLIC SECTOR SUPPLEMENTAL TERMS AND CONDITIONS

THESE ORACLE SOFTWARE PROGRAM AND/OR SERVICES PUBLIC SECTOR SUPPLEMENTAL TERMS AND CONDITIONS (“SOFTWARE STCs”) SHALL APPLY TO THE ORACLE SOFTWARE PROGRAMS AND/OR SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (THE “CONTRACTOR”). THESE SOFTWARE STCs SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON-ORACLE ORDER OR ORDERING DOCUMENTATION. THESE SOFTWARE STCs ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIES/SERVICES IN YOUR ORDER TO THE CONTRACTOR.

A. Definitions
“You” and “Your” refers to the ordering activity that has ordered programs, and/or services from an authorized distributor (“Contractor”) under the contract.
The term “ancillary programs” refers to third party materials 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 “contract” refers to your contract or ordering document with the Contractor.
The term “program documentation” refers to the program user manual and program installation manuals.
The term “programs” refers to the software products owned or distributed by Oracle which you have ordered, program documentation, and any program updates acquired through technical support.
The term “services” refers to annual technical support services which you have ordered.

B. Rights Granted
Upon Contractor’s acceptance of your order, you have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in your order with Contractor), limited right to use the programs and receive any services you ordered solely for your internal ordering activity operations and subject to the terms of these, including the Oracle License Definitions and Rules, the order, the contract and the program documentation. You may allow your agents and contractors (including, without limitation, outsourcers) to use the programs for this purpose and you are responsible for their compliance with these Software STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation in such use. For programs that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations, such use is allowed.

C. Ownership and Restrictions
Oracle or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership and intellectual property rights to anything developed by Oracle and delivered under your order resulting from services. You may make a sufficient number of copies of each program for your licensed use and one copy of each program media.
Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program documentation. Such third party technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not under the terms of the contract or these Software STCs.
You may not:
• use the programs in a rental, timesharing, subscription service, hosting or outsourcing capacity;
• remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights;
• make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired);
• 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), operating system or integrated software; or
• disclose results of any program benchmark tests.

D. Warranties, Disclaimers and Exclusive Remedies
For the sake of clarity, this is the Oracle manufacturer’s warranty; nevertheless, it shall be accessed by you through the Contractor.
Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year from delivery (i.e. via physical shipment or electronic download). You must notify Oracle of any program warranty deficiency within one year from delivery. ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.
Oracle also warrants that services will be provided in a professional manner consistent with industry standards. You must notify Oracle of any services warranty deficiencies within 90 days from performance of the deficient services.
FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES PAID TO ORACLE FOR THE PROGRAM LICENSE DISTRIBUTED TO YOU; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES PROVIDED BY ORACLE; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THOSE SERVICES AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICES PROVIDED BY ORACLE TO YOU. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

E. Technical Support
Technical support consists of annual technical support services you may have ordered or will order for the programs, including support renewals. Support must be ordered pursuant to a valid End User License Agreement such as these Software STCs. Bug fixes, security fixes and any updates received shall be provided under the terms of the license agreement that You accepted upon ordering the programs.
If ordered, annual technical support (including first year and all subsequent years) for programs is provided under Oracle’s technical support policies in effect at the time the services are provided. The technical support policies, incorporated herein, are subject to change at Oracle’s discretion; however, Oracle policy changes will not result in a material reduction in the level of services provided for supported programs during the period for which technical support has been ordered. You should review the policies prior to entering into an order for the applicable services. You may access the current version of the technical support policies at http://www.oracle.com/us/support/policies/index.html. The technical support policies state that, “global customer support services and systems are not designed to accommodate special security controls that may be required to store or process certain types of sensitive data.” Accordingly, as stated in the technical support policies, You agree not to submit any health, payment card, or other controlled or sensitive data that require protections greater than those specified in the Oracle Global Customer Support Security Practices to Oracle as part of any service request. Software Update License & Support (or any successor technical support offering to Software Update License & Support, “SULS”) acquired with your order may be renewed annually through a reseller that is expressly authorized to distribute support renewals. The order with Contractor will specify your SULS fee for the first renewal year should you renew SULS for the same number of licenses for the same programs as contained in the original order; the fee for SULS for the second renewal year will not increase by more than 4% over the prior year’s fees. If you elect not to purchase technical support at the time that the program is ordered, then you may be required to pay reinstatement fees in accordance with Oracle’s technical support policies in effect at the time of reinstatement if you decide to purchase technical support at a later date. Technical support for programs is effective upon shipment of tangible media or upon the effective date of the order if shipment of tangible media is not required.
Invoices for technical support services shall be submitted by Contractor on a quarterly basis (unless otherwise specified in the order) after the completion of such period.
Notwithstanding anything in Oracle’s technical support policies to the contrary, you may discontinue technical support at the end of any current technical support term and, at any time thereafter, reinstate technical support by executing an order for such services with Contractor. If you decide to reinstate technical support, you must pay a reinstatement fee. The reinstatement fee shall be the amount that would have been paid by the ordering activity for the past support period had technical support not lapsed. In addition to the reinstatement fee described in the preceding sentence, you must pay the technical support fee for the new support period. This technical support fee for the new support period is computed as follows: (i) if technical support lapsed, then the technical support fee for a twelve month support period shall be the last annual technical support fee you paid for the relevant program; (ii) if you never acquired technical support for the relevant program, then the annual technical support fee shall be the fee that would have been charged if support had been ordered originally for the relevant program per Oracle’s Support pricing policies in effect at the time of reinstatement. Renewal adjustments may be applied to the annual support fee described in (i) and (ii) above.

F. Intellectual Property Indemnification
If someone makes a claim against you or Oracle (“Recipient” which may refer to you or Oracle depending upon which party received the Material), that any information, design, specification, instruction, software, data, or material (“Material”) furnished by either you or Oracle (“Provider”, which may refer to you or Oracle depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights (including U.S. or foreign patent, trademark and copyright), the Provider will indemnify the Recipient against the claim to the extent permitted by law if the Recipient does the following:
o notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim;
o gives the Provider control of the defense, with input from Recipient, and any settlement negotiations; and
o gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated someone else’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid for it. If you are the Provider and such return materially affects Oracle’s ability to meet its obligations under the relevant order (e.g., impairs Oracle’s ability to perform due to a work statement, schedule or cost impact), then Oracle may, at its option and upon 30 days prior written notice, request termination of the order. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient, or if the Recipient continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Oracle will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Oracle. Oracle will not indemnify you for infringement caused by your actions against any third party if the Oracle program(s) as delivered to you and used in accordance with the terms of the order and the Software STCs would not otherwise infringe any third party intellectual property rights. Oracle will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of your order with Contractor (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of your order with Contractor.
This section provides Your and Oracle’s exclusive remedy for any infringement claims or damages.
G. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. CONTRACTOR’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO AN ORDER ISSUED PURSUANT TO THESE SOFTWARE STCs, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID CONTRACTOR UNDER THE RELEVANT ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID CONTRACTOR FOR THE DEFICIENT PROGRAM, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY.

H. Other
1. You may not assign orders or give or transfer the programs and/or any services or an interest in them to another individual or entity. If you grant a security interest in the programs and/or any services deliverables, the secured party has no right to use or transfer the programs and/or any services deliverables, and if you decide to finance your acquisition of programs and/or any services, you will follow Oracle’s policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights you may otherwise have with respect to the Linux operating system, third party technology or separate works licensed under open source or similar license terms.
2. In entering into an order under the contract, you agree and acknowledge that you have not relied on the future availability of any program or updates. However, (a) if you order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the relevant order, if and when available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under the order, per the terms of these Software STCs.
3. Accessibility. The extent to which an Oracle product is, prior to any customizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Architectural and Transportation Barriers Compliance Board standards set out in 36 CFR Part 1194 (known as ‘Section 508’) effective as of June, 2001, or the Revised version in Appendix A (known as ‘Revised Section 508’) effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG) version 2.0 level AA, respectively, is indicated by the dependencies, comments and exceptions (some of which may be significant, if any) noted on the applicable Voluntary Product Accessibility Templates (VPAT) available at www.oracle.com/us/corporate/accessibility for each product, when they are used in accordance with Oracle’s associated documents and other written information, and provided that any assistive technologies and any other products used with them properly interoperate with them. In the event that no VPAT is available for a particular Oracle product, please contact the Oracle Accessibility Program Office at accessible_ww@oracle.com. In some cases, the outcome may be that a product is still being evaluated for accessibility, may be scheduled to meet accessibility standards in a future release, or may not be scheduled to meet accessibility standards at all. Oracle customers may call Oracle Support at 1.800.223.1711. Hearing-impaired customers in the U.S. who wish to speak to an Oracle Support representative may use a telecommunications relay service (TRS). Information about the TRS is available at https://www.fcc.gov/file/15195/download and a list of telephone numbers is available at https://www.fcc.gov/general/telecommunications-relay-services-directory. International hearing-impaired customers should use the TRS at +1.605.224.1837. An Oracle Support engineer will respond to technical issues according to the standard service request process. Oracle cannot make any commitments about future product directions, including plans to address accessibility or the availability of VPATs. Product direction remains at the sole discretion of Oracle. You agree that the representations provided and referenced in this paragraph satisfy Your requirements relating to Section 508 and Accessibility, and that no other Section 508- or accessibility-related requirements, terms, conditions, statements or any other such representations, including any which may be contained in any non-Oracle order or ordering documentation, shall apply to the Oracle products and/or services provided under these Software STCs.
4. Internet Protocol version 6 (IPv6). Prior to any customizations, the Oracle product(s) and service(s) to be delivered pursuant to the contract are capable of accommodating Internet Protocol version 6 (IPv6) solely to the extent defined and noted in the relevant product/service documentation available at oracle.com. Please note that such capabilities are subject to the dependencies, comments and exceptions (some of which may be significant, if any) noted in such documentation, and require that Oracle product(s) and service(s) are used in accordance with Oracle’s associated documents and other written information and that any other products properly interoperate with them. If no relevant product/service documentation is found addressing IPv6, then Oracle makes no representations as to the capabilities of the product/service in question to accommodate IPv6. Oracle cannot make any commitments about future product directions, including plans to address IPv6. Product direction remains at the sole discretion of Oracle. You agree that the representations provided and referenced in this paragraph satisfy Your requirements relating to IPv6, and that no other IPv6-related requirements, terms, conditions, statements or any other such representations, including any which may be contained in any non-Oracle order or ordering documentation, shall apply to the Oracle products and/or services provided under these Software STCs.

5. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs. You agree that such export laws govern your use of the programs (including technical data), and any services deliverables provided under your order, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, program, and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
6. Oracle, as the owner of the intellectual property of the program licensed and the technical support services, is a third party beneficiary of the contract and the orders for Oracle products issued pursuant to the contract, but does not assume any of the Oracle authorized reseller’s obligations thereunder.
7. The Uniform Computer Information Transactions Act does not apply to these Software STCs nor any order placed pursuant to them.
8. You understand that the Contractor and Oracle’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of Oracle and are not Oracle’s agents. Oracle is not bound by any acts of any such entity, unless the entity is providing services as an Oracle subcontractor under an engagement ordered directly with Oracle.
9. You may order trial programs, or Oracle may include additional programs with your order with Contractor which you may use for trial, non-production purposes only. You may not use the trial programs to provide or attend third party training on the content and/or functionality of the programs. You have 30 days from the delivery date to evaluate these programs. If you decide to use any of these programs after the 30-day trial period, you must obtain a license for such programs from Oracle or an authorized distributor. If you decide not to obtain a license for any program after the 30 day trial period, you will cease using and delete any such programs from your computer systems. Programs licensed for trial purposes are provided “as is” and Oracle does not provide technical support or offer any warranties for these programs.
10. Unless otherwise agreed in an order, upon 45 days written notice, and no more than once annually, Contractor may audit your use of the programs. You agree to cooperate with Contractor’s audit, provide reasonable assistance and access to information and permit Contractor to report the audit results to Oracle. Any such audit shall not unreasonably interfere with your normal business operations. Contractor shall comply with reasonable security and safety rules, policies, and procedures (“security rules”) while performing any such audit, provided that such security rules are applicable to the performance of the audit; you make such security rules available to Contractor prior to the commencement of the audit; and such security rules do not modify or amend the terms and conditions of the contract or the applicable order. You shall be responsible for paying any underpaid fees related to use of the programs. Contractor may assign its right to audit your use of the programs to Oracle. Contractor may assign its right to audit your use of the programs to Oracle. If the Contractor assigns its right to audit your use of the programs to Oracle, then Oracle shall not be responsible for any costs incurred by either you or Contractor in cooperating with the audit.
11. Upon termination of a program license, you are required to discontinue use and destroy or return to the Contractor all copies of the programs and program documentation associated with the terminated license.
12. Source code maybe delivered as part of the standard delivery for particular programs; all such source code is subject to the terms of these Software STCs, including the Oracle License Definitions and Rules, the applicable order, the contract and the applicable program documentation.
13. Programs and service deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications.
14. For software (i) that is part of Programs, Operating Systems, Integrated Software or Integrated Software Options (or all four) and (ii) that You receive from Oracle in binary form and (iii) that is licensed under an open source license that gives You the right to receive the source code for that binary, You may obtain a copy of the applicable source code from https://oss.oracle.com/sources/ or http://www.oracle.com/goto/opensourcecode. If the source code for such software was not provided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the instructions in the “Written Offer for Source Code” section of the latter website.
15. Oracle’s Applications Licensing Table in effect as of the effective date of your order is incorporated herein. You may access the current version of the Applications Licensing Table at http://oracle.com/contracts. Oracle reserves the right to periodically change the information presented on the website provided above. All information on this website is provided “as-is” without warranty of any kind, either express or implied.
16. Oracle’s License Definitions and Rules are incorporated herein. You may access the current version of the License Definitions and Rules at http://oracle.com/contracts.
17. If any document incorporated by reference into these Software STCs, including the License Definitions and Rules and terms included and/or referenced therein, contains a provision (a) allowing for the automatic termination of your license rights or technical support services; or (b) allowing for the automatic renewal of services and/or fees, then, such terms shall not apply.