Cloud Csa Us Eng v040119
Cloud Csa Us Eng v040119
This Oracle Cloud Services Agreement (this “Agreement”) is between Oracle America, Inc. (“Oracle” “we,” “us,” or
“our”) and (“You”). This Agreement sets forth the terms and conditions that govern orders placed under this
Agreement.
1.1 We will make the Oracle services listed in Your order (the “Services”) available to You pursuant to this
Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non-
exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier
terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal
business operations. You may allow Your Users (as defined below) to use the Services for this purpose, and You
are responsible for their compliance with this Agreement and Your order.
1.2 The Service Specifications describe and govern the Services. During the Services Period, we may update
the Services and Service Specifications (with the exception of the Data Processing Agreement as described below)
to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of
system use, and availability of Third Party Content (as defined below). Oracle updates to the Services or Service
Specifications will not materially reduce the level of performance, functionality, security or availability of the
Services during the Services Period of Your order.
1.3 You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause
damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene;
violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or
chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform
or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or
vulnerability testing of the Services without Oracle’s prior written approval, or perform or disclose network
discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of
the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d)
collectively, the “Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your
order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action
may include removing or disabling access to material that violates the policy.
2.1 All fees payable are due within 30 days from the invoice date. Once placed, Your order is non-cancelable and
the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-
added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered,
except for taxes based on our income. Fees for Services listed in an order are exclusive of taxes and expenses.
2.2 If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the excess
quantity.
2.3 You understand that You may receive multiple invoices for the Services ordered. Invoices will be submitted
to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at
http://www.oracle.com/us/corporate/contracts/invoicing-standards-policy-1863799.pdf.
3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined
below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative
works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
3.3 You grant us the right to host, use, process, display and transmit Your Content to provide the Services
pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy,
quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to
Your Content required by Oracle to perform the Services.
3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble,
decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data
structures or similar materials produced by programs); (b) access or use the Services to build or support, directly
or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource,
permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party
except as permitted by this Agreement or Your order.
4. NONDISCLOSURE
4.1 By virtue of this Agreement, the parties may disclose to each other information that is confidential
(“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement
and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the
time of disclosure.
4.2 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.
4.3 Each party agrees not to disclose the other party’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; however, we will protect the confidentiality of Your Content residing
in the Services for as long as such information resides in the Services. 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 this Agreement, and each party may disclose the
other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law. We
will protect the confidentiality of Your Content residing in the Services in accordance with the Oracle security
practices defined as part of the Service Specifications applicable to Your order.
5.1 In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will comply
with the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system
and content management, available at http://www.oracle.com/us/corporate/contracts/cloud-services/index.html.
5.2 To the extent Your Content includes Personal Data (as that term is defined in the applicable data privacy
policies and the Data Processing Agreement (as that term is defined below)), Oracle will furthermore comply with
the following:
b. the applicable version of the Data Processing Agreement for Oracle Services (the “Data Processing
Agreement”), unless stated otherwise in Your order. The version of the Data Processing Agreement
applicable to Your order (a) is available at https://www.oracle.com/corporate/contracts/cloud-
services/contracts.html#data-processing and is incorporated herein by reference, and (b) will remain in
force during the Services Period of Your order. In the event of any conflict between the terms of the Data
Processing Agreement and the terms of the Service Specifications (including any applicable Oracle
privacy policies), the terms of the Data Processing Agreement shall take precedence.
5.4 Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not
include any sensitive or special data that imposes specific data security or data protection obligations on Oracle in
addition to or different from those specified in the Service Specifications. If available for the Services, You may
purchase additional services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to
address specific data security or data protection requirements applicable to such sensitive or special data You
seek to include in Your Content.
6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority
to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable
care and skill in all material respects as described in the Service Specifications. If the Services provided to You
were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency
in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).
6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE
LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF
WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY
REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE
FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE
EFFECTIVE DATE OF TERMINATION.
6.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE
NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE,
HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
7.1 IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF
REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE,
GOODWILL, OR REPUTATION.
7.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES
GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH LIABILITY.
8. INDEMNIFICATION
8.1 If a third party makes a claim against either You or Oracle (“Recipient” which may refer to You or us depending
upon which party received the Material), that any information, design, specification, instruction, software, service,
data, hardware, or material (collectively, “Material”) furnished by either You or us (“Provider” which may refer to
You or us depending on which party provided the Material) and used by the Recipient infringes the third party’s
intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against
a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the
claim (or sooner if required by applicable law);
b. gives the Provider sole control of the defense and any settlement negotiations; and
c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle
the claim.
8.2 If the Provider believes or it is determined that any of the Material may have violated a third party’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 unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return
materially affects our ability to meet obligations under the relevant order, then we may, upon 30 days prior written
notice, terminate the order. If such Material is third party technology and the terms of the third party license do not
allow us to terminate the license, then we may, upon 30 days prior written notice, end the Services associated with
such Material and refund any unused, prepaid fees for such Services.
8.3 The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope
of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version
of the Material which has been superseded, if the infringement claim could have been avoided by using an
unaltered current version of the Material which was made available to the Recipient. The Provider will not indemnify
the Recipient to the extent that an infringement claim is based upon any Material not furnished by the Provider.
We will not indemnify You to the extent that an infringement claim is based on Third Party Content or any Material
from a third party portal or other external source that is accessible or made available to You within or by the
Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink,
marketing data from third party data providers, etc.).
8.4 This Section 8 provides the parties’ exclusive remedy for any infringement claims or damages.
9.1 This Agreement is valid for the order which this Agreement accompanies.
9.2 Services shall be provided for the Services Period defined in Your order.
9.3 We may suspend Your or Your Users’ access to, or use of, the Services if we believe that (a) there is a
significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or
applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; or
(c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, we will
provide You with advance notice of any such suspension. We will use reasonable efforts to re-establish the
Services promptly after we determine that the issue causing the suspension has been resolved. During any
suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any
suspension under this Section shall not excuse You from Your obligation to make payments under this Agreement.
9.4 If either of us breaches a material term of this Agreement or any order and fails to correct the breach within
30 days of written specification of the breach, then the breaching party is in default and the non-breaching party
may terminate (a) in the case of breach of any order, the order under which the breach occurred; or (b) in the case
of breach of the Agreement, the Agreement and any orders that have been placed under the Agreement. If we
terminate any orders as specified in the preceding sentence, You must pay within 30 days all amounts that have
accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order(s) plus
related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole
discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the
breach. You agree that if You are in default under this Agreement, You may not use those Services ordered.
9.5 At the end of the Services Period, we will make Your Content (as it existed at the end of the Services Period)
available for retrieval by You during a retrieval period set out in the Service Specifications. At the end of such
retrieval period, and except as may be required by law, we will delete or otherwise render unrecoverable any of
Your Content that remains in the Services. Our data deletion practices are described in more detail in the Service
Specifications.
10.1 The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise
access, third parties’ websites, platforms, content, products, services, and information (“Third Party Services”).
Oracle does not control and is not responsible for Third Party Services. You are solely responsible for complying
with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party
Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such
access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is
authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content
or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a
distribution by You and not by Oracle.
10.2 Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any
warranty of any kind. You acknowledge and agree that we are not responsible for, and have no obligation to
control, monitor, or correct, Third Party Content. We disclaim all liabilities arising from or related to Third Party
Content.
10.3 You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change at
any time during the Services Period, and (ii) features of the Services that interoperate with Third Party Services
such as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’
respective application programming interfaces (APIs). We may need to update, change or modify the Services
under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services
or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the
Services, as determined by us in our sole discretion, we may cease providing access to the affected Third Party
Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party
Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under
this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation
due to any such changes.
11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your
service requests; to detect and address threats to the functionality, security, integrity, and availability of the
Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or
violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing
in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with,
non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services.
Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing
Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and
for license management purposes.
11.2 We may (i) compile statistical and other information related to the performance, operation and use of the
Services, and (ii) use data from the Services in aggregated form for security and operations management, to create
statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as
“Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not
incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or
any individual. We retain all intellectual property rights in Service Analyses.
11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the
Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such
Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to
use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed
elements of the Oracle Software, which separately licensed elements are governed by the applicable separate
terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this
purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle
Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services
associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under
12. EXPORT
12.1 Export laws and regulations of the United States and any other relevant local export laws and regulations
apply to the Services. Such export laws govern use of the Services (including technical data) and any Services
deliverables provided under this Agreement, and You and we each agree to comply with all such export laws and
regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information,
software programs and/or materials resulting from the 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.
12.2 You acknowledge that the Services are designed with capabilities for You and Your Users to access the
Services without regard to geographic location and to transfer or otherwise move Your Content between the
Services and other locations such as User workstations. You are solely responsible for the authorization and
management of User accounts across geographic locations, as well as export control and geographic transfer of
Your Content.
Neither You nor we shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or
sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the
obligated party; government restrictions (including the denial or cancelation of any export, import or other license);
or other event outside the reasonable control of the obligated party. Both You and we will use reasonable efforts
to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of You or we
may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either
party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to
pay for the Services.
This Agreement is governed by the laws of the State of California and each party agrees to submit to the exclusive
jurisdiction of, and venue in, the courts in San Francisco or Santa Clara counties in California in any dispute arising
out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this
Agreement or to orders placed under it.
15. NOTICE
15.1 Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal
dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You
become subject to insolvency or other 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.
15.2 We may give notices applicable to our Services customers by means of a general notice on the Oracle portal
for the Services, and notices specific to You by electronic mail to Your e-mail address on record in our account
information or by written communication sent by first class mail or pre-paid post to Your address on record in our
account information.
16. ASSIGNMENT
You may not assign this Agreement or give or transfer the Services, or any interest in the Services, to another
individual or entity.
17. OTHER
17.1 We are an independent contractor, and each party agrees that no partnership, joint venture, or agency
relationship exists between the parties.
17.2 Our business partners and other third parties, including any third parties with which the Services have
integrations or that are retained by You to provide consulting services, implementation services or applications that
17.3 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain
effective and such term shall be replaced with another term consistent with the purpose and intent of this
Agreement.
17.4 Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form,
arising out of or relating to this Agreement may be brought by either party more than two years after the cause of
action has accrued.
17.5 Prior to entering into an order governed by this Agreement, You are solely responsible for determining
whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your
efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees
may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible
for Your regulatory compliance in connection with Your use of the Services.
17.6 Upon forty-five (45) days written notice and no more than once every twelve (12) months, Oracle may audit
Your use of the Cloud Services to ensure Your use of the Cloud Services is in compliance with the terms of the
applicable order and this Agreement. Any such audit shall not unreasonably interfere with Your normal business
operations.
You agree to cooperate with Oracle’s audit and to provide reasonable assistance and access to information
reasonably requested by Oracle.
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 the provisions of section 4 (Nondisclosure) of this Agreement.
If the audit identifies non-compliance, You agree to remedy (which may include, without limitation, the payment of
any fees for additional Cloud Services) such non-compliance within 30 days of written notification of that non-
compliance. You agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the
audit.
18.1 You agree that this Agreement and the information which is incorporated into this Agreement by written
reference (including reference to information contained in a URL or referenced policy), together with the applicable
order, is the complete agreement for the Services ordered by You and supersedes all prior or contemporaneous
agreements or representations, written or oral, regarding such Services.
18.2 It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in
any purchase order, procurement internet portal, or other similar non-Oracle document and no terms included in
any such purchase order, portal, or other non-Oracle document shall apply to the Services ordered. In the event
of any inconsistencies between the terms of an 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 in an order. This Agreement and orders hereunder may not be modified
and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by
authorized representatives of You and of Oracle; however, Oracle may update the Service Specifications, including
by posting updated documents on Oracle’s websites. No third party beneficiary relationships are created by this
Agreement.
19.1 “Oracle Software” means any software agent, application or tool that Oracle makes available to You for
download specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.
19.2 “Program Documentation” refers to the user manuals, help windows, readme files for the Services and
any Oracle Software. You may access the documentation online at http://oracle.com/contracts or such other
address specified by Oracle.
19.4 “Third Party Content” means all software, data, text, images, audio, video, photographs and other
content and material, in any format, that are obtained or derived from third party sources outside of Oracle that
You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party
Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces
and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials
accessed or obtained by Your use of the Services or any Oracle-provided tools.
19.5 “Users” means, for Services, those employees, contractors, and end users, as applicable, authorized by
You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that
are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the
Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement
and Your order.
19.6 “Your Content” means all software, data (including Personal Data), text, images, audio, video,
photographs, non-Oracle or third party applications, and other content and material, in any format, provided by
You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement,
Oracle Software, other Oracle products and services, and Oracle intellectual property, and all derivative works
thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party
Content that is brought by You into the Services by Your use of the Services or any Oracle-provided tools.