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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 /> 8. INDEMNIFICATION
<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 /> 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 /> 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 alternatives 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 days' 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'priorwritten notice,end the Services associated with such Material and refund
<br /> any unused,prepaid fees for such Services.
<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 otherexternal source
<br /> that is accessible or made available to You within or by the Services(e.g.,a social media post from a third party
<br /> blog or forum, a third party web page accessed via a hyperlink, marketing data from third party data providers,
<br /> etc.).
<br /> 8.3. This Section 8 provides the parties'exclusive remedy for any claims or damages under Section 8.1.
<br /> 9. TERM AND TERMINATION
<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 /> 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 /> 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 are 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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