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HomeMy WebLinkAboutEnterprise Solutions Consulting, LLC Oracle Public Sector Cloud Services Agreement; ESC PartnersFuelingUtilityInnovation www.esc-partners.com CzKpoPcfsmboefsbu22;28bn-Bvh16-3132 ORACLE PUBLIC SECTOR CLOUD SERVICES AGREEMENT TERMS THESE ORACLE CLOUD SERVICES AGREEMENT TERMS APPLY TO THE ORACLE CLOUD SERVICES THAT YOU ORDER. THESE ORACLE CLOUD SERVICES AGREEMENT TERMS SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS INAN ORDER OR ANY ORDERING DOCUMENTATION. 1. USE OFTHESERVICES 1.1 you pursuant tothisAgreement andYour order. Except as otherwise stated inthisAgreement orYour order, you have the non- exclusive, worldwide, limited right touse the Services during the period defined in lbusiness operations. You may allow Your Users touse the Services for this purpose, and Youare responsible for their compliance with this Agreement and Your order. 1.2 The Service Specifications describe and govern the Services. During the Services Period, Oracle may update the Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns ofsystem use, and availability ofThird- Party Content. Oracle updates tothe Services orService Specifications willnot materially reduce the level ofperformance, functionality, security, oravailability ofthe Services during the Services Period ofYour order. 1.3 You may not, and may not cause orpermit others to: (a) usethe Services toharass any person; cause damage orinjury toany person orproperty; publish anymaterial that isfalse, defamatory, harassing orobscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam orchain letters; infringe property rights; orotherwise violate applicable laws, ordinances orregulations; (b) perform ordisclose any benchmarking, availability or performance testing ofthe Services; or (c) perform ordisclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or Oracle has inthis Agreement and Your order, Oracle has the right totake remedial action ifthe Acceptable Use Policy isviolated, and such remedial action may include removing ordisabling access tomaterial that violates the policy. 2. OWNERSHIP RIGHTS AND RESTRICTIONS 2.1 You orYour licensors retain all ownership and intellectual property rights inand toYour Content. Oracle orits licensors retain allownership and intellectual property rights inand tothe Services, derivative works thereof, and anything developed ordelivered byoron behalf ofusunder this Agreement. 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com 2.2 You may haveaccess toThird Party Content through use ofthe Services. Unless otherwise stated in Your order, allownership and intellectual property rights inand toThird Party Content and the use ofsuch content isgoverned byseparate third-party terms between You and the third party. 2.3 You grant usthe right tohost, use, process, display and transmit Your Content toprovide the Services pursuant toand inaccordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, andfor obtaining all rights related toYour Content required by Oracle toperform the Services. 2.4 You may not, and may not cause orpermit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish orcopy any part ofthe Services including data structures orsimilar materials produced by programs); (b) access oruse the Services tobuild orsupport, directly orindirectly, products orservices competitive toOracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing orservice bureau useof, commercially exploit, ormake available theServices toany third party except as permitted by this Agreement orYourorder. 3. NONDISCLOSURE 3.1 Content residing inthe Services, and allinformation clearly identified asconfidential atthe time of disclosure. 3.2 public domain through noact oromission ofthe other party; (b) was in possession prior to the disclosure and hadnot been obtained bythe other party either directly or indirectly from the disclosing party; (c) islawfully disclosed totheother party by athird party without restriction onthe disclosure; or (d) isindependently developed bythe other party. 3.3 Information toany third party other than asset forth inthe following sentence foraperiod offive receiving party; however, Oracle will protect the confidentiality ofYour Content residing inthe Services foraslong assuch information resides inthe Services. Each party may disclose Confidential Information only tothose employees, agents orsubcontractors who are required to protect it against unauthorized disclosure inamanner no less protective than required under this Agreement, and each party may disc toagovernmental entity asrequired bylaw. Oracle will protect the confidentiality ofYour Content 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com residing in the Services in accordance with the Oracle security practices defined aspart ofthe Service Specifications applicable toYour order. Theparties acknowledge and agree that You and this Agreement are subject toapplicable freedom Confidential Information, youagree togive Oracle adequate prior notice of the request and before toseek injunctive relief orother relief against such disclosure. 4. PROTECTION OFYOUR CONTENT 4.1 Inperforming theServices, Oracle will comply with theOracle privacy policy applicable tothe Services ordered. Oracle privacy policies are available at http://www.oracle.com/us/legal/privacy/overview/index.html. 4.2 Data Processing Agreement for Oracle Cloud Services , which isavailable athttp://www.oracle.com/dataprocessingagreement and incorporated herein by reference, describes how Oracle will process Personal Data thaty provision ofthe Services, unless stated otherwise inYour order. You agree toprovide any notices and obtain any consents related toY 4.3 Oracle willprotect Your Content as described inthe Service Specifications, which define the administrative, physical, technical, and other safeguards applied toYour Content residing inthe Services and describe other aspects ofsystem management applicable tothe Services. Oracle and its affiliates may perform certain aspects ofthe Services (e.g., administration, maintenance, support, disaster recovery, data processing, etc.) from locations and/orthrough useof subcontractors, worldwide. 4.4 You areresponsible for any security vulnerabilities, and the consequences ofsuch vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms, orother harmful programming routines contained in Your Content, orfrom Your use ofthe Services inamanner that isinconsistent with the terms ofthis Agreement. You may disclose ortransfer, orinstruct us to disclose ortransfer inwriting, Your Content toathird party, and upon such disclosure ortransfer Oracle isnolonger responsible forthe security orconfidentiality ofsuch content and applications outside ofOracle. 4.5 Unless otherwise specified inYour order (including in the Service Specifications), You may not provide usaccess to health, payment card orsimilarly sensitive personal information that imposes specific data security obligations onthe processing ofsuch data greater than those specified inthe Service Specifications. Ifavailable, you may purchase services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to address particular data protection requirements applicable to Your business orYour Content. 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com 5. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 5.1 Each party represents that ithas validly entered into this Agreement and that ithas the power and authority todoso. Oracle warrants that during theServices Period, Oracle will perform the Services using commercially reasonable care and skill inallmaterial respects asdescribed inthe Service Specifications. Ifthe Services provided toYou were not performed aswarranted, youmust promptly provide uswith awritten notice that describes the deficiency inthe Services (including, as applicable, the service request number notifying usof the deficiency in the Services). 5.2 Oracle does notwarrant that the services willbe performed error-freeoruninterrupted, thatOracle will correct all services errors, orthatthe services will meet your requirements orexpectations. Oracle isnot responsible forany issues related totheperformance, operation orsecurity ofthe services that arise from your content orthird-party content orservices provided bythird parties. 5.3 For any breach ofthe services warranty, Your exclusive remedy and O the correction ofthe deficient services thatcaused the breach ofwarranty, or, ifOracle cannot substantially correct the deficiency ina commercially reasonable manner, you may end the deficient services and Oracle will refund toESC Partners, andesc partners will inturn refund toyou the fees paid for the deficient services for the period of time during which the services were deficient. 5.4 To the extent not prohibited bylaw, these warranties are exclusive and there are no other express orimplied warranties orconditions including for software, hardware, systems, networks, or environments orfor merchantability, satisfactory quality, and fitness for aparticular purpose. 6. LIMITATION OFLIABILITY 6.1 Inno event will either party oritsaffiliates norOracle beliable forany indirect, consequential, incidental, special, punitive, orexemplary damages, orany loss ofrevenue orprofits, data, ordata use, sales, goodwill, orreputation. 6.2 Innoevent shall the aggregate liability ofOracle andO this agreement oryour order, whether incontract tort orotherwise, exceed the total amounts actually paid toOracle for the services under the order giving rise tothe liability inthe twelve (12) month period immediately preceding the event giving rise tosuch liability less any refunds orcredits received under such order. 7. INDEMNIFICATION 7.1 Subject totheterms ofthis Section 7 (Indemnification), ifathird party makes aclaim against either 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com the Material), that any information, design, specification, instruction, software, service, data, hardware, ormateri may refer toYou or Oracle depending onwhich party provided theMaterial) and used bythe costand expense, will tothe extent not prohibited bylaw, defend the Recipient against the claim and indemnify the Recipient from thedamages, liabilities, costs and expenses awarded bythe court tothethird party claiming infringement orthe settlement agreed tobythe Provider, if theRecipient does thefollowing: a. notifies the Provider promptly inwriting, notlater than 30 days after the Recipient receives notice ofthe claim (orsooner ifrequired byapplicable law); b. gives the Provider sole control of the defense and any settlement negotiations, tothe extent not prohibited bylaw; and c. gives theProvider theinformation, authority, and assistance theProvider needs todefend against orsettle theclaim. 7.2 Ifthe Provider believes o intellectual property rights, the Provider may choose toeither modify the Material tobenon- infringing (while substantially preserving itsutility orfunctionality) or obtain alicense toallow for continued use, orifthese alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid feesthe Recipient may have paid tothe other party for such Material. Ifsuch return materially affects prior written notice, terminate theorder. Ifsuch Material isthird party technology and theterms ofthe third-party license donot allow Oracle to terminate the license, then Oracle may, upon 30 days prior written notice, end the Services associated with such Material and refund toESC Partners, and ESC Partners will inturn refund toYou any unused, prepaid fees for such Services. 7.3 The Provider will not indemnify the Recipient ifthe Recipient (a) alters the Material oruses it Specifications, or (b) uses aversion ofthe Material which has been superseded, if the infringement claim could have been avoided byusing an unaltered current version ofthe Material which was made available totheRecipient. The Provider will not indemnify the Recipient totheextent that an infringement claim isbased upon any Material not furnished by the Provider. Oracle will not indemnify You tothe extent that aninfringement claim isbased onThird Party Content or any Material from athird-party portal orother external source thatis accessible or made available to You within orby theServices (e.g., asocial media post from a third-party blog orforum, athird- party Web page accessed viaahyperlink, marketing data from third party data providers, etc.). 7.4 This Section 7provi 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com 8. TERM AND TERMINATION 8.1 Services provided under this Agreement shall beprovided for theServices Period defined inYour order. IfYou order Cloud Services that are designated inthe Service Specifications orYour order as Services that will beautomatically extended, such Services will not automatically beextended for anadditional Services Period ofthe same duration. Inorder toextend theServices, You must provide ESC Partners with written notice no later than thirty (30) days prior tothe end ofthe applicable Services Period ofYour intent torenew such Cloud Services and You execute acontract modification (oranew contract) evidencing such extension. The preceding sentence shall not apply ifESC Partners provides You with written notice nolater than ninety (90) days prior tothe end of the applicable Services Period ofits intention not torenew or extend such Cloud Services. 8.2 use of, the Services ifOracle believes that (a) there isasignificant threat tothe functionality, security, integrity, oravailability oftheServices or any content, data, orapplications inthe Services; (b) You orYour Users are accessing orusing the Services tocommit anillegal act; or (c) there isa violation ofthe Acceptable Use Policy. When reasonably practicable and lawfully permitted, Oracle will provide You with advance notice ofany such suspension. Oracle will use reasonable efforts tore- establish the Services promptly after Oracle determines that the issue causing the suspension hasbeen resolved. During any suspension period, Oracle will make Your Content (asitexisted onthe suspension date) available toYou. Any suspension under this paragraph shall not excuse You from Your obligation tomake payments under this Agreement. 8.3 Ifeither ofus breaches amaterial term ofthis Agreement orthe order and fails to correct the breach within 30days ofwritten specification ofthe breach, thenthebreaching party isin default andthe non-breaching party may terminate the order under which the breach occurred. If ESC Partners terminates theorder asspecified in thepreceding sentence, You must pay within 30 days all amounts that have accrued prior tosuch termination, aswell asallsums remaining unpaid for the Services under such order plus related taxes and expenses. Except fornonpayment of fees, the nonbreaching party may agree initssole discretion to extend the 30-dayperiod for so long asthe breaching party continues reasonable efforts tocure the breach. You agree that ifYou are in default under this Agreement, Youmay not use those Services ordered. 8.4 You may terminate this Agreement atany time without cause bygiving us30 days prior written notice ofsuch termination. Termination ofthe Agreement will not affect orders that are outstanding at thetime oftermination. Those orders will beperformed according totheir terms as ifthis Agreement were stillinfull force and effect. However, those orders may not berenewed or extended subsequent totermination ofthis Agreement. 8.5 Fora period ofnoless than 60 days after the end ofthe Services Period ofanorder, Oracle will make Your Content (asitexisted atthe end ofthe Services Period) available for retrieval by You. At 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com the end ofsuch 60-dayperiod, and except asmay berequired bylaw, Oracle will delete or otherwise render inaccessible any ofYour Content that remains in theServices. 8.6 Provisions that survive termination orexpiration ofthis Agreement are those relating to limitation ofliability, indemnification, payment, and others which bytheir nature are intended tosurvive. 9. THIRD-PARTY CONTENT, SERVICES AND WEB SITES 9.1 websites, platforms, content, products, services, and information. Oracle does notcontrol and are information. 9.2 Any Third-Party - without any warranty ofanykind. You acknowledge andagree that Oracle is not responsible for, and have noobligation tocontrol, monitor, orcorrect, Third Party Content. Oracle disclaims all liabilities arising from orrelated toThird Party Content. 9.3 You acknowledge that: (i) the nature, type, quality, andavailability of Third-Party Content may change at anytime during the Services Period, and (ii) features ofthe Services that interoperate depe interfaces (APIs). Oracle may need toupdate, change, ormodify the Services under this Agreement as aresult ofachange in, orunavailability of, such Third-PartyContent, Third Party Services orAPIs. Ifany third-party ceases tomake itsThird-Party Content orAPIs available onreasonable terms for theServices, asdetermined byOracle inits solediscretion, Oracle may cease providing access to the affected Third-PartyContent or Third Party Services without anyliability to You. Anychanges to Third Party Content, Third Party Services orAPIs, including their unavailability, during theServices Period does not affect Your obligations under thisAgreement orthe applicable order, andYou will notbeentitled toany refund, credit, orother compensation due toany such changes. 10. SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 10.1 resolve Your service requests; to detect and address threats tothe functionality, security, integrity, andavailability of the Services as well asany content, data, orapplications inthe Services; and to detect and address illegal acts orviolations ofthe Acceptable Use Policy. Oracle monitoring tools do not collect orstore any ofYour Content residing in the Services, except asneeded for such purposes. Oracle does not monitor, anddoes not address issues with, non-Oracle software provided by You orany ofYour Users that isstored in, orrun onorthrough, the Services. Information 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com collected by Oracle monitoring tools (excluding Your Content) may also be used toassist in and service offerings, and forlicense management purposes. 10.2 Oracle may (i) compile statistical and other information related tothe performance, operation and use ofthe Services, and (ii) use data from the Services inaggregated form for security and operations management, tocreate statistical analyses, and for research and development purposes clauses iand iiare collectively referred publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information inaform that could serve toidentify You orany individual, and Service Analyses donot constitute Personal Data. Oracle retains allintellectual property rights inService Analyses. 10.3 Oracle may provide You with online access todownload certain Oracle Software for use with the Services. IfOracle licenses Oracle Software toYou and donot specify separate terms for such software, then such Oracle Software isprovided aspart ofthe Services and You have the non- exclusive, worldwide, limited right touse such Oracle Software, subject tothe terms ofthis Agreement and Your order, solely to facilitate Your use of theServices. You may allow Your Users touse the Oracle Software for thispurpose, andYou are responsible for their compliance with the ice byweb posting orotherwise) ortheend ofthe Services associated with the Oracle Software. If Oracle Software islicensed toYou under separate third-partyterms, then Your use ofsuch software isgoverned bythe separate third-party terms. 11. EXPORT 11.1 Export laws and regulations ofthe United States and any other relevant local export laws and regulations apply totheServices. Such export laws govern use ofthe Services (including technical data) and any Services deliverables provided under thisAgreement, andYou and Oracle each agree resulting from Services (ordirect product thereof) will beexported, directly orindirectly, inviolation ofthese laws, orwill beused for any purpose prohibited bythese laws including, without limitation, nuclear, chemical, orbiological weapons proliferation, ordevelopment ofmissile technology. 11.2 You acknowledge that the Services are designed with capabilities for You and Your Users toaccess theServices without regard togeographic location and totransfer orotherwise move Your Content between the Services and other locations suchasUser workstations. You aresolely responsible for the authorization and management ofUser accounts across geographic locations, aswell as export control and geographic transfer ofYour Content. 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com 12. FORCE MAJEURE 12.1 Neither ofus, nor Oracle, shall beresponsible for failure ordelay ofperformance ifcaused byan act ofwar, hostility, orsabotage; act of God; pandemic; electrical, internet, ortelecommunication outage that isnot caused bythe obligated party; government restrictions (including the denialor cancelation ofanyexport, import orother license); orother event outside the reasonable control ofthe obligated party. We both will use reasonable efforts to mitigate the effect ofaforce majeure event. Ifsuch event continues for more than 30days, either ofusmay cancel unperformed Services and affected orders upon written notice. This Section does notexcuse procedures orYour obligation topay for the Services. 13. NOTICE 13.1 Any notice required under this Agreement shall beprovided tothe other party, andOracle, in writing. IfYou have alegal dispute with Oracle orifYou wish to provide anotice under the Indemnification Section ofthis Agreement, orifYou become subject toinsolvency orother similar legal proceedings, You will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway Redwood Shores, CA 94065, Attention: General Counsel, Legal Department. 13.2 Oracle may give notices applicable to notice onthe Oracle portal for the Cloud Services, andnotices specific toYou byelectronic mail to Your e-t byfirstclass mail orpre- 14. ASSIGNMENT 14.1 You may notassign this Agreement orgive ortransfer the Services, orany interest inthe Services, toanother individual orentity. 15. OTHER 15.1 Oracle isanindependent contractor, and we agree that nopartnership, joint venture, oragency relationship exists between Oracle, ESC Partners, and You. We are each responsible for paying our own employees, including employment related taxes and insurance. Y business partners and other third parties, including any third parties with which Oracle has an integration agreement orthat are retained by You toprovide consulting orimplementation services orapplications that interact wit agents. Oracle isnot liable for, bound by, orresponsible for anyproblems with the Services, Your 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com Content orYour Applications arising due toany acts ofany such business partner orthird party, unless the business partner orthird party isproviding Services asanOracle subcontractor onan engagement ordered under this Agreement and, ifso, then only tothe same extent asOracle would beresponsible for Oracle resources under thisAgreement. This Agreement isentered exclusively between You and ESC Partners While Oracle has no contractual relationship with You, Oracle isa third-party beneficiary ofthis Agreement. 15.2 Ifany term of thisAgreement isfound tobeinvalid orunenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of thisAgreement. 15.3 action, regardless ofform, arising out ofor relating tothis Agreement may be brought byeither party more than two years after the cause ofaction hasaccrued. 15.4 Prior toentering into anorder governed by this Agreement, You are solely responsible for determining whether theServices meet Your technical, business orregulatory requirements. Oracle will cooperate with Your efforts todetermine whether use ofthe standard Services is consistent with those requirements. Additional fees may apply toany additional work performed byOracle or changes tothe Services. You remain solely responsible for Your regulatory compliance inconnection with Your use ofthe Services. 15.5 Upon forty-five (45) days written notice and nomore than once every twelve (12) months, Oracle may audit Your compliance with the terms of thisAgreement and Your order. You agree to such audit shall not unreasonably interfere with Your normal business operations. 16. ENTIRE AGREEMENT 16.1 You agree that thisAgreement and the information which isincorporated into this Agreement by written reference (including reference toinformation contained inaURL or referenced policy), together with the applicable order, isthe complete agreement for the Services ordered byYou and supersedes allprior orcontemporaneous agreements orrepresentations, written ororal, regarding such Services. 16.2 Itisexpressly agreed that the terms ofthisAgreement and any Oracle order shall supersede the terms inany purchase order, procurement internet portal, orother similar non-Oracle document andno terms included inany such purchase order, portal, orother non-Oracle document shall apply tothe Services ordered. Inthe event ofany inconsistencies between the terms ofan order and the Agreement, the order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms inanorder. This Agreement and orders hereunder may notbemodified, and the rights and 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com restrictions may not be altered orwaived except inawriting signed oraccepted online by authorized representatives ofYou and ofOracle; however, Oracle may update the Service Section 15.1, nothird-party beneficiary relationships are created bythis Agreement. 17. AGREEMENT DEFINITIONS 17.1. Oracle Software ent, application, ortoolthat Oracle makes available toYou for download specifically forpurposes of facilitating Your access to, operation of, and/or use with, the Services. 17.2. Program Documentation for the Services and any Oracle Software. You may access thedocumentation online at http://oracle.com/contracts orsuch other address specified by Oracle. 17.3. Service Specifications s, asapplicable tothe Services under Your order: (a) the Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions, and theData Processing Agreement, available at www.oracle.com/contracts; http://www.oracle.com/us/legal/privacy/overview/index.html; and (c) any other Oracle documents that are referenced inor incorporated into Your order. The following donot apply toanynon-Cloud Oracle service offerings acquired inYour order, such asprofessional services: The Cloud Hosting and Delivery Policies, Program Documentation, and theData Processing Agreement. The following donotapply toany Oracle Software that isprovided byOracle as part of the Services and governed by the terms ofthis Agreement: The Cloud Hosting and Delivery Policies, Oracle service descriptions, and the Data Processing Agreement. 17.4. Third Party Content other content and material, inany format, that are obtained orderived from third party sources outside ofOracle thatYou may access through, within, orinconjunction with Your use of, the Services. Examples ofThird-Party Content include data feeds from social network services, RSS feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. 17.5. Users s, contractors, and end users, asapplicable, authorized byYou oronYour behalf touse the Services inaccordance with this Agreement and Your order. For Services that are specifically designed toallow Your clients, agents, customers, suppliers or other third parties toaccess the Cloud Services tointeract with You, such third parties will be 17.6. Your Content inthe Data Processing Agreement for Oracle Cloud Services described inthis Agreement), text, 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com images, audio, video, photographs, non-Oracle orthird-party applications, and other content and material, inany format, provided byYou orany ofYour Users that isstored in, orrun on orthrough, the Services. Services under this Agreement, Oracle Software, other Oracle products and services, and Oracle intellectual property, and allderivative works thereof, do Content. SIGNATURES ON NEXT PAGE} 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FuelingUtilityInnovation www.esc-partners.com Approved and Adopted this day of , 20 . CITY OF CARMEL, INDIANA Enterprise Solutions Consulting, LLC Byandthrough itsBoard ofPublic Works andSafety BY: BBY: James Brainard, Presiding Officer RJKumar, President/CEO 07/06/2021Date: Date: Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: Sue Wolfgang, Clerk Date: 1130 Crosspointe Lane, Suite 9A Webster, NY45580 585.413.4302 info@esc-partners.com DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 Not Present 8/18/2021 8/18/2021 8/18/2021 8/18/2021 ------------