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C.ADDITIONAL END USER TERMS <br /> I.Additional End User Terms To include In The End User Order <br /> a.The order Is subject to and incorporates the terms and conditions contained in this section C in the form set forth below("End User Terms").Oracle <br /> Is an irrevocable third party beneficiary of the order between Graviton and the City,but does not assume any of Graviton's obligations thereunder.Oracle <br /> will have no liability to the City arising out of or relating to the City's non-compliance with the End User Terms.Should the City fail to be in compliance <br /> with the additional End User Terms below,or because of any other circumstance outside of Oracle's control, then you agree Oracle may suspend or <br /> terminate the cloud services under this order. In the event of termination,the end user's right to receive cloud services under this order is automatically <br /> forfeited by you. <br /> 2. Non-Appropriation <br /> In the event funds are not appropriated for a new fiscal year period,You may terminate this order immediately without penalty or expense upon written <br /> notice to Graviton and to Oracle;provided, however,that:(a)for each of the 12-month terms of the order,You must provide a purchase order, and(b) <br /> Your issuance of each 12-month purchase order shall signify to Oracle that all funds for the given 12-month term have been fully appropriated and <br /> encumbered.Notwithstanding the foregoing,You agree to pay for all Services performed by Oracle prior to Oracle's and Graviton's receipt of Your notice <br /> of non-appropriation." <br /> 3.No Auto-Renewal <br /> Notwithstanding any statement to the contrary in the Service Specifications,You expressly agree that the Cloud Services acquired under this order will <br /> not auto-renew. <br /> 4.Option Periods <br /> You shall have an option to renew your subscription for the same services listed in this order at the same usage limits for Seven(7)additional 12 Months <br /> renewal periods,each"Option Period"for additional fees to be determined by Graviton.Professional Services are not included in the Option Periods. <br /> You must provide Graviton a minimum of 30 days'notice prior to the expiration of a service term of your intent to exercise an Option Period and execute <br /> an order for the new option period prior to the expiration date of the existing service period.The Cloud Services listed above may not be renewed at the <br /> option per€od pricing listed above if:(€)Oracle is no longer making such Cloud Services generally available to customers,or(il)You are seeking to cancel <br /> or reduce the number of user licenses of the Cloud Services set forth in this order." <br /> D.Other <br /> 1.Order of Precedence <br /> In the event of inconsistencies between the terms contained in this order and the agreement referenced above,this order shall take precedence. This <br /> order will override and control over the terms contained in any purchase order. <br /> E. Modification to the End User Cloud Services Agreement <br /> 1. Limitation of Liability <br /> For the purposes of this order only,delete Section 7.2 under Section 7(Limitation of Liability)of the End User Cloud Services Agreement and replace <br /> with the following: <br /> "IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT <br /> OR YOUR ORDER,WHETHER IN CONTRACT,TORT,OR OTHERWISE,EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE UNDER YOUR <br /> ORDER FOR THE ORACLE PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY DURING THE THIRTY-SIX(36)MONTHS IMMEDIATELY <br /> PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY." <br /> 2.Governing Law <br /> For the purposes of this order only,add the following as a new Section 18.6 under Section 18(Other)of the End User Cloud Services Agreement: <br /> "This agreement is governed by the substantive and procedural laws of the Slate of California." <br /> CPQ-3330527-1 Issued by Graviton Consulting Services,Inc. June 9,2025 <br /> Page 5 of 6 <br />