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<br />Cloud_Cloud Services Agreement (CSA)_US Public Sector_v062223_US_ENG Page 4 of 10
<br />18852623_Robin_May 5,2025
<br />Confidential - Oracle Restricted
<br />Confidential - Oracle Restricted
<br />PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS
<br />IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
<br />
<br />
<br />8. INDEMNIFICATION
<br />
<br />If a third party makes a claim against either You or Oracle (“Recipient,” which may refer to You or us, depending
<br />upon which party received the Material), that any information, design, specification, instruction, software, service,
<br />data, hardware, or material (collectively, “Material”) furnished by either You or us (“Provider,” which may refer to
<br />You or us depending on which party provided the Material) infringes the third party’s intellectual property rights,
<br />the Provider, at the Provider’s sole cost and expense, will, to the extent not prohibited by law, defend the Recipient
<br />against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the
<br />court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the
<br />following:
<br />
<br />a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim
<br />(or sooner if required by applicable law);
<br />b. gives the Provider sole control of the defense and any settlement negotiations to the extent permitted by law;
<br />and
<br />c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle the
<br />claim.
<br />
<br />8.1. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual
<br />property rights, the Provider may choose to either modify the Material to be non -infringing (while substantially
<br />preserving its utility or functionality) or obtain a license to allow for continued use, or if these a lternatives are not
<br />commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and
<br />refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return
<br />materially affects our ability to meet obligations under the relevant order, then we may, upon 30 day s’ prior written
<br />notice, terminate the order and refund any unused, prepaid fees for the Services under the terminated order . If
<br />such Material is third party technology and the terms of the third party license do not allow us to terminate the
<br />license, then we may, upon 30 days’ prior written notice, end the Services associated with such Material and refund
<br />any unused, prepaid fees for such Services.
<br />
<br />8.2. The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope
<br />of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version
<br />of the Material which has been superseded (and the Recipient has been notified in writing of the new version), if
<br />the infringement claim could have been avoided by using an unaltered current version of the Material which was
<br />made available to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement
<br />claim is based upon any material not furnished by the Provider. We will not indemnify You to the extent that an
<br />infringement claim is based on Third Party Content or any material from a third party portal or other external source
<br />that is accessible or made available to You within or by the Services (e.g., a social media post from a third part y
<br />blog or forum, a third party web page accessed via a hyperlink, marketing data from third party data providers ,
<br />etc.).
<br />
<br />8.3. This Section 8 provides the parties’ exclusive remedy for any claims or damages under Section 8.1.
<br />
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<br />9. TERM AND TERMINATION
<br />
<br />9.1. Unless this Agreement is terminated earlier, You may place orders governed by this Agreement for a period
<br />of five years from the date You accept this Agreement. Even if terminated, this Agreement will continue to govern
<br />any order for the duration of the Services Period of such order.
<br />
<br />9.2. Services shall be provided for the Services Period defined in Your order. Notwithstanding anything to the
<br />contrary in the Service Specifications, the Services You order will not be automatically renewed.
<br />
<br />9.3. We may suspend Your and/or Your Users’ access to, or use of, the Services if we believe that (a) there is a
<br />significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or
<br />applications in the Services; (b) You or Your Users a re accessing or using the Services to commit an illegal act;
<br />(c) there is a violation of the Acceptable Use Policy; or (d) You provided false account or payment information or
<br />Your digital payment method is refused. When reasonably practicable and lawfully permitted, we will provide You
<br />with advance notice of any such suspension. For Services with the applicable operational capability, Oracle will
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