Datasets:

yjmsvma

/

nl_pg_cls

like 0

Miscellaneous Provisions and General Terms

1 This agreement is governed by English law and both you and Oracle agree to submit to the exclusive jurisdiction of the courts of England and Wales in any dispute arising out of or relating to this agreement. 2. If you have a dispute with Oracle 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 Corporation UK Limited, Oracle Parkway, Thames Valley Park, Reading, Berkshire RG6 IRA, marked for the attention of the Director of Legal Services, Legal Department 3. You may not assign this agreement or give or transfer the programs and/or any services or an interest in them to another individual or entity. If you grant a security interest in the programs and/or any services deliverables, the secured party has no right to use or transfer the programs and/or any services deliverables, and if you decide to finance your acquisition of the programs and/or any services, you will follow Oracle's policies regarding financing which are at http://oracle.com/contracts. 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. 5. Upon 45 days written notice, Oracle may audit your use of the programs. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the UK_OLSA_v020408 4 of 14 :selected: :selected: :selected: programs in excess of your license rights. If you do not pay, Oracle can end your technical support, licenses and/or this agreement. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit. 6. A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act. You understand that Oracle's business partners, including any third party firms retained by you to provide computer consulting services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as an Oracle subcontractor on an engagement ordered under this agreement.

Miscellaneous Provisions and General Terms

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services 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 programs delivered or services provided.

Contractual Definitions and Interpretations

"To fully understand your license grant, you need to review the definition for the licensing metric and term designation as well as the licensing rules which are listed below. Adapter: is defined as each software code interface, installed on each Oracle Internet Application Server Enterprise Edition, which facilitates communication of information between each version of a third party software application or system and Oracle programs. 'SM Annual Transaction Volume: is defined as one million U.S. dollars (506,300 Pounds Sterling) in all purchase orders transacted and all auctions conducted through the Oracle Exchange Marketplace by you and others during the applicable year of the Oracle Exchange Marketplace license, regardless of whether any such auction results in a purchase order, provided that an auction resulting in a purchase order shall only be counted against the Annual Transaction Volume once. Applications National Language Support (NLS) Supplement Media Packs: Please be advised that only a subset of the products included on an Applications NLS Supplement Media Pack have been translated. For existing supported customers, MetaLink has information on which products have been translated for the supported languages (http://metalink.oracle.com). For new or unsupported customers, please contact your Oracle Account Manager for this information. Application User: is defined as an individual authorized by you to use the applicable licensed application programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. If you license the Oracle Self Service Work Request option in conjunction with Oracle Enterprise Asset Management, you are required to maintain licenses for the equivalent number of Application Users 'licensed and you are granted unlimited access to initiate work requests, view work request status and view scheduled completion dates for your entire employee population. Application Users licensed for Oracle Order Management are allowed to manually enter orders directly into the programs but any orders entered electronically from other sources must be licensed separately. For Oracle Sourcing, Oracle iSupplier Portal, Oracle Services Procurement, PeopleSoft eSupplier Connection and PeopleSoft Strategic .Sourcing programs, use by your external suppliers is included with your application user licenses. Application Read-Only User: is defined as an individual authorized by you to run only queries or reports against the application program for which you have also acquired non read-only licenses. Case Report Form (CRF) Page: is defined as the "electronic equivalent" of what would be the total number of physical paper pages initiated remotely by the program (measured explicitly in the program as Received Data Collection Instruments) during a 12 month period. You may not exceed the licensed number of CRF Pages during any 12 month period unless you acquire additional CRF Page licenses from Oracle. Collaboration Program User: is defined as an individual authorized by you to use the programs which are installed on a. single server or on multiple servers regardless of whether the individual is actively using the programs at any giyen time. For the purposes of counting and licensing the number of Real Time Collaboration users, a Collaboration Program User within your company is defined as a user able to initiate, or host, a web conference and also participate in a web conference; all participants in the web conference external to your company and attending a web conference are not required to be licensed. Compensated Individual: is defined as an individual whose compensation or compensation calculations are generated by the UK_OLSA_v020408 5 of 14 :selected: programs. The term Compensated Individual includes, but is not limited to, your employees, contractors, retirees, and any other Person. Computer: is defined as the computer on which the programs are installed. A Computer license allows you to use the licensed program on a single specified computer. Connector: is defined as each connector connecting the software product with an external product. A unique connector is required for each distinct product that the software product is required to interface. SM Cost of Goods Sold: is defined as one million U.S. dollars (506,300 Pounds Sterling) in the total cost of inventory that a company has sold during their fiscal year. If Cost of Goods Sold is unknown to you then Cost of Goods Sold shall be equal to 75% of total company revenue. Custom Suite User: is defined as an individual authorized by you to use the application programs included in the applicable Custom Applications Suite which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. Customer: is defined as the customer entity specified on the ordering document. The programs may not be used or accessed for the business operations of any third party, including but not limited to your customers, partners, or your affiliates. There is no limitation on the number of computers on which such programs may be copied, installed and used. Developer User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time, Developer Users may create, modify, view and interact with the programs and documentation. Electronic Order Line: is defined as the total number of distinct order lines entered electronically into the Oracle Order Management application from any source (not manually entered by licensed Order Management Users, Professional Users 2003, or Professional Users 2003 - External) during a 12 month period. This includes order lines originating as external EDI/XML transactions and/or sourced from other Oracle and non-Oracle applications. You may not exceed the licensed number of order lines during any 12 month period. Employee: is defined as all of your full-time, part-time, temporary employees and all of your agents, contractors and consultants. The quantity of the licenses required is determined by the number of Employees and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, all of the company's full-time, part- time, temporary employees and agents, contractors and consultants that are providing the outsourcing services for you must be counted for the purposes of determining the number of Employees. Employee User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time Expense Report: is defined as the total number of expense reports processed by Internet Expenses during a 12 month period. You may not exceed the licensed number of expense reports during any 12 month period. Field Technician: is defined as an engineer, technician, representative, or other person who is dispatched by you, including the dispatchers, to the field using the programs. SM Freight Under Management: is defined as one million US Dollars (506,300 Pounds Sterling) of the total transportation . value of tendered orders for all shipments for a given calendar year during the term of the license. FUM shall include the combined total of actual freight purchased by you, plus the cost of freight for shipments managed by you (e.g., you are not purchasing transportation services on behalf of your clients but are providing transportation management services for your clients). Freight that is paid by a third party shall also be included in the FUM total (e.g., inbound shipments from suppliers to you with freight terms of prepaid). Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in your institution and any part-time student enrolled in your institution counts as 25% of an FTE Student. The definition of "full-time" and "part-time" is based on your policies for student classification. If the number of FTE Students is a fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements. Hosted Named User: is defined as an individual authorized by you to access the hosted service, regardless of whether the individual is actively accessing the hosted service at any given time. . 1K Invoice Line: is defined as one thousand invoice line items processed by the program during a 12 month period. You UK_OLSA_v020408 6 of 14 may not exceed the licensed number of Invoice Lines during any 12 month period unless you acquire additional Invoice Line Licenses from Oracle. IVR Port: is defined as a single caller that can be processed via the Interactive Voice Response (IVR) system. You must purchase licenses for the number of IVR Ports that represent the maximum number of concurrent callers that can be processed by the IVR system. Learning Credits: may be used to acquire education products and services offered in the Oracle University online catalogue posted at http://www.oracle.com/education under the terms specified therein. Learning credits may only be used to acquire products and services at the list price in effect at the time you order the relevant product or service, and may not be used for any product or service that is subject to a discount or a promotion when you order the relevant product or service. The list price will be reduced by applying the discount specified in your order. Notwithstanding anything to the contrary in the previous three sentences, learning credits may also be used to pay taxes, materials and/or expenses related to your order; however, the discount specified above will not be applied to such taxes, materials and/or expenses. Learning credits are valid for a period of 12 months from the date your order is accepted by Oracle, and you must acquire products and must use any acquired services prior to the end of such period. You may only use learning credits in the country in which you acquired them, may not use them as a payment method for additional learning credits, and may not use different learning credits accounts to acquire a single product or service or to pay related taxes, materials and/or expenses. Learning credits are non- transferable and non-assignable. You may be required to execute standard Oracle ordering materials when using learning credits to order products or services. SM in Managed Assets: is defined as one million U.S. dollars (506,300 Pounds Sterling) of the following total: (1) Book value of investment in capital leases, direct financing leases and other finance leases, including residuals, whether owned or · managed for others, active on the program, plus (2) Book value of assets on operating leases, whether owned or managed for others, active on the program, plus (3) Book value of loans, notes, conditional sales contracts and other receivables, owned or · managed for others, active on the program, plus (4) Book value of non earning assets, owned or managed for others, which were previously leased and active on the program, including assets from term terminated leases and repossessed assets, plus (5) Original cost of assets underlying leases and loans, originated and active on the program, then sold within the previous 12 months. Membership: is defined as an individual authorized by you to access the hosted service, regardless of whether the individual is accessing the hosted service at any given time. Module: is defined as each production database running the programs. Monitored User: is defined as an individual who is monitored by an Analytics program which is installed on a single server or multiple servers, regardless of whether the individual is actively being monitored at any given time. Individual users who are licensed for an Analytics program by either Named User Plus or Application User may not be licensed by Monitored User. For the purposes of the Usage Accelerator Analytics program, every user of your licensed CRM Sales application program must be licensed. For the purposes of the Human Resources Compensation Analytics program, all of your employees must be licensed. : For the purpose of the following Oracle Governance, Risk, and Compliance applications: Application Access Controls Governor, Application Access Controls for E-Business Suite, Configuration Controls Governor, Configuration Controls for E- Business Suite, Transaction Controls Governor, Preventive Controls Governor, and Governance, Risk, and Compliance Controls Suite, the number of Monitored Users is equal to the total number of unique E-Business Suite users (individuals) being monitored by the program(s), as created/defined in the User Administration function of E-Business Suite. Users of . IProcurement and/or Self-Service Human Resources are excluded. · For the purpose of the following PeopleSoft Enterprise Governance, Risk, and Compliance applications: Application Access Controls Governor, Application Access Controls for PeopleSoft Enterprise, Configuration Controls Governor, and Configuration Controls for PeopleSoft Enterprise, the number of Monitored Users is equal to the total number of unique PeopleSoft Enterprise (or any other custom applications / programs) users (individuals) that the program monitors. . Named User Plus: is defined as an individual authorized by you to use the programs which are installed on a single server or . multiple servers, regardless of whether the individual is actively using the programs at any given time. A non human operated device will be counted as a named user plus in addition to all individuals authorized to use the programs, if such devices can access the programs. If multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number "must be measured at the multiplexing front end. Automated batching of data from computer to computer is permitted. You are responsible for ensuring that the named user plus per processor minimums are maintained for the programs contained in the user minimum table in the licensing rules section; the minimums table provides for the minimum number of named users plus required and all actual users must be licensed. UK_OLSA_v020408 . 7 of 14 For the purposes of the following programs: Configuration Management Pack for Non-Oracle Systems, System Monitoring Plug-in for Hosts, System Monitoring Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non OracleMiddleware, Diagnosties Pack for Non-Oracle Middleware and Provisioning Pack, only the users of the third party program that is being managed/monitored are counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Application Management Pack for Oracle E-Business Suite, Application Management Pack for Siebel, and Application Management Pack for PeopleSoft Enterprise, all users of the middleware and/or database software that support the respective application program are counted for the purpose of determining the number of licenses required. Network Device: is defined as the hardware and/or software whose primary purpose is to route and control communications between computers or computer networks. Examples of network devices include but are not limited to, routers, firewalls and network load balancers. Non Employee User - External: is defined as an individual, who is not your employee, contractor or outsourcer, authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time. Oracle Finance Division Contract: is a contract between you and Oracle (or one of Oracle's affiliates) that provides for payments over time of some or all of the sums due under your order. Oracle University Knowledge Center Service: is defined as a web based learning environment hosted by Oracle that provides on demand access to either an individual Oracle University training course ("Online Course") or to all (or limited content subsets) of the Oracle University training courses available on the Knowledge Center website ("Passport"). The Oracle University Knowledge Center service is available at http://www.oracle.com/education/oukc/. and is made available to you subject to the terms of this agreement and Oracle University's Online Hosting Access Policies, which are located at http:/www.oracle.com/education/oukc/hosting policies.html and may be updated by Oracle from time to time without notice to you. Online Courses and Passports are made available on a membership basis. In the event that any Oracle programs are made available for download as part of the service, then use of such programs is subject to the terms of this agreement. If you acquire the Oracle University Knowledge Center service, the term shall be one year from the effective date of your order. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ORACLE DOES NOT WARRANT THAT THE ORACLE UNIVERSITY KNOWLEDGE CENTER SERVICE WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE. Order Line: is defined as the total number of order entry line items processed by the program during a 12 month period. Multiple order entry line items may be entered as part of an individual customer order or quote and may also be automatically generated by the Oracle Configurator. You may not exceed the licensed number of Order Lines during any 12 month period unless you acquire additional Order Line licenses from Oracle. .. ' Order Management User: is defined as an individual authorized by you to use the applicable licensed application programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. Order Management Users are allowed to manually enter orders directly into the programs but any orders 'entered electronically from other sources must be licensed separately. Orders: is defined as the total number of distinct orders for all programs that are a part of Electronic Orders, entered electronically (not manually entered by licensed professional users) through EDI, XML or other electronic means including · purchase orders transmitted from Oracle Purchasing, during a 12 month period. You may not exceed the licensed number of `orders during any 12 month period.": 'Partner Organization: is defined as an external third party business entity that provides value-added services in developing, ·marketing and selling your products. Depending upon the type of industry, partner organizations play different roles and are recognized by different names such as reseller, distributor, agent, dealer or broker. Person: is defined as your employee or contractor who is actively working on behalf of your organization or a former "employee who has one or more benefit plans managed by the system or continues to be paid through the system. For Project Resource Management, a person is defined as an individual who is scheduled on a project. The total number of licenses needed is to be based on the peak number of part-time and full-time people whose records are recorded in the system. Physical Server: is defined as each physical server on which the programs are installed. UK_OLSA_v020408 8 of 14 Ported Number: is defined as the telephone number that end users retain as they change from one service provider to another. This telephone number originally resides on a telephone switch and is moved into the responsibility of another telephone switch. Processor: shall be defined as all processors where the Oracle programs are installed and/or running. Programs licensed on processor basis may be accessed by your internal users (including agents and contractors) and by your third party users. For the purposes of counting the number of processors which require licensing for a Sun UltraSPARC TI processor with 4, 6 or 8 cores at 1.0 gigahertz or 8 cores at 1,2 gigahertz for only those servers specified on the Sun Server Table which can be accessed at http://oracle.com/contracts. "n" cores shall be determined by multiplying the total number of cores by a core processor licensing factor of .25. For the purposes of counting the number of processors which require licensing for AMD and Intel multicore chips, "n" cores shall be determined by multiplying the total number of cores by a core processor licensing factor of .50. For the purposes of counting the number of processors which require licensing for all hardware platforms not otherwise specified in this section, a multicore chip with "n" cores shall be determined by multiplying "n" cores by a core processor licensing factor of .75. All cores on all multicore chips for each licensed program for each core processor licensing factor listed above are to be aggregated before multiplying by the appropriate core processor licensing factor and all fractions of a number are to be rounded up to the next whole number. When licensing Oracle programs with Standard Edition One or Standard Edition in the product name, a processor is counted equivalent to an occupied socket; however, in the case of multi- chip modules, each chip in the multi-chip module is counted as one occupied socket. For example, a Son UltraSPARC TI based server installed and/or running the program (other than Standard Edition One programs or Standard Edition programs) on 6 cores would require 2 processor licenses (6 multiplied by a core processor .licensing factor of .25 equals 1.50 which is then rounded up to the next whole number which is 2). An Intel or AMD based server installed and/or running the program (other than Standard Edition One programs or Standard Edition programs) on 7 cores would require 4 processor licenses (7 multiplied by a core processor licensing factor of .50 equals 3.50 which is then · rounded up to the next whole number which is 4). Two multicore servers, for hardware platforms not specified above, installed and/or running the program on 10 cores would require & processor licenses (10 multiplied by a core processor licensing factor of .75 equals 7.50 which is then rounded up to the next whole number which is 8). For the purposes of the following programs: Configuration Management Pack for Non-Oracle Systems, System Monitoring Plug-in for Hosts, System Monitoring Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non OracleMiddleware, Diagnostics Pack for Non-Oracle Middleware and Provisioning Pack, only the processors on which the third party program that is being managed/monitored are running are counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Application Management Pack for Oracle E-Business Suite, Application Management Pack for Siebel, and Application Management Pack for PeopleSoft Enterprise, all processors on which the middleware and/or database software that support the respective application program are running are counted for the purpose of determining the number of licenses required. For the Healthcare Transaction Base program, only the processors on which Internet Application Server Enterprise Edition and this program are installed and/or running are counted for the purpose of determining the number of licenses required. For the iSupport, iStore and Configurator programs, only the processors on which Internet Application Server (Standard Edition and/or Enterprise Edition) and the licensed program are running are counted for the purpose of determining the number of licenses required for the licensed program; under these licenses you may also install and/or run the licensed program on the processors where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) is installed and/or running. For the purposes of the following program: Data Integrator - Target Database, only the processor(s) on which the target . database is running are counted for the purpose of determining the number of Target Database licenses required. . For the purposes of the following program: Audit Vault Collection Agent, only the processors of the database sources from which audit data is collected are counted for the purpose of determining the number of licenses required. Program Documentation: is defined as the program user manual and program installation manuals. SM in Revenue: is defined as one million U.S. dollars (506,300 Pounds Sterling) in all income (interest income and non interest income) before adjustments for expenses and taxes generated by you during a fiscal year. Record: The Customer Hub B2B is a bundle that includes two components, Siebel Universal Customer Master B2B and Oracle Customer Data Hub. For the purposes of the Customer Hub B2B application, record is defined as the total number of ·unique customer database records stored in the Customer Hub B2B application (i.e., stored in a component of Customer Hub B2B). A customer database record is a unique business entity or company record, which is stored as an account for the Siebel Universal.Customer Master B2B product or as an organization for the Oracle Customer Data Hub product. UK_OLSA_v020408 9 of 14 :unselected: The Customer Hub B2C is a bundle that includes two components, Siebel Universal Customer Master B2C and Oracle Customer Data Hub. For the purposes of the Customer Hub B2C application, record is defined as the total number of unique customer database records stored in the Customer Hub B2C application (i.e., stored in a component of Customer Hub B2C). A customer database record is a unique consumer (i.e., physical person) record, which is stored as a contact for the Siebel Universal Customer Master product or as a person for the Oracle Customer Data Hub product. The Product Hub is a bundle that includes two components, Siebel Universal Product Master and Oracle Product Information Management Data Hub. For the purposes of the Product Hub application, record is defined as the total number of unique product database records stored in the Product Hub application (i.e., stored in a component of Product Hub). A product database record is a unique product component or SKU stored in the MTL_SYSTEM_ITEMS table with an active or inactive status and does not include any instance items (i.e. *- star items) or organization assignments of the same item. For the purposes of the Case Hub program a record is defined as the total number of unique case database records that may be stored in the Case Hub application., A case database record is a unique request or issue requiring investigation or service stored in S_CASE table with an active or inactive status. For the programs listed above, please see the application licensing prerequisites as specified in the Applications Licensing Table which may be accessed at http:/oracle.com/contracts for the grant and restrictions of the underlying Oracle technology. . For the Hyperion Data Relationship Management program, a record is defined as the unique occurrence of any business object or master data construct that you choose to manage within the program. Records may describe any number of enterprise . information assets, commonly referred to as base members, including but not limited to cost centers, ledger accounts, legal .. . entities, organizations, products, vendors, assets, locations, regions or employees. Additionally, a record may also be a summary object, commonly referred to as a rollup member, that either summarizes base members or describes hierarchical information associated with underlying base members. Records represent unique occurrences and they do not include any duplicates or shared references that may be essential for master data management purposes. 1000 Records: is defined as 1000 cleansed records (i.e., rows) that are output from a production data flow of the Data Quality for Data Integrator program. RosettaNet Partner Interface Processes® (PIPs@): are defined as business processes between trading partners. Preconfigured system-to-system XML-based dialogs for the relevant E-Business Suite Application(s) are provided. Each preconfigured PIP includes a business document with the vocabulary and a business process with the choreography of the message dialog. Rule Set: is defined as a data rules file containing content for a given country in order to perform data quality functions optimized for that country. Service Order Line: is defined as the total number of service order entry line items processed by the program during a 12 month period. Multiple service order entry line items may be entered as part of an individual customer service order or quote. You may not exceed the licensed number of Service Order Lines during any 12 month period unless you acquire additional Service Order Line licenses from Oracle. ·Subscriber: is defined as (a) a working telephone number for all wireline devices; (b) a portable handset or paging device that has been activated by you for wireless communications and paging, (c) a residential drop or a nonresidential device ·· serviced by a cable provider; or (d) a live connected utility meter. The total number of Subscribers is equal to the aggregate of .all types of Subscribers. If your business is not defined in the primary definition of Subscriber above, Subscriber is defined as each U.S. $1,000 (506.30 Pounds Sterling) increment of your gross annual revenue as reported to the SEC in your annual report or the equivalent accounting or reporting document. Suite: is defined as all the functional software components described in the product documentation. Tape Drive: is defined as mechanical devices used to sequentially write, read and restore data from magnetic tape media, Typically used, but not limited to, data protection and archival purposes, tape drives are deployed either as a standalone unit(s) or housed within a robotic tape library. Examples of tape drive include but are not limited to, Linear Tape Open (LTO), Digital Linear Tape (DLT), Advanced Intelligent Type (AIT), Quarter-Inch Cartridge (QIC), Digital Audio Tape (DAT), and 8mm Helical Scan.

Reports and Documentation

Technical Reference Manuals ("TRMs") are Oracle's confidential information. You shall use the TRMs solely for your .internal data processing operations for purposes of: (a) implementing applications programs, (b) interfacing other software and . . UK_OLSA_v020408 10 of 14 hardware systems to the applications programs and (c) building extensions to applications programs. You shall not disclose, use or permit the disclosure or use by others of the TRMs for any other purpose. You shall not use the TRMs to create software that performs the same or similar functions as any of Oracle products. You agree: (a) to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as you exercise to safeguard the confidentiality of your own most important confidential information or a reasonable degree of care, whichever is greater; (b) to maintain agreements with your employees and agents that protect the confidentiality and proprietary rights of the confidential information of third parties such as Oracle and instruct your employees and agents of these requirements for the TRMs; (c) restrict disclosure of the TRMs to those of your employees and agents who have a "need to know" consistent with the purposes for which such TRMs were disclosed; (d) maintain the TRMs at all times on your premises; and (e) not to remove or destroy any proprietary or confidential legends or markings placed upon the TRMs. Oracle shall retain all title, copyright and other proprietary rights in the TRMs. TRMs are provided to you "as-is" without any warranty of any kind. Upon termination, you shall cease using, and shall return or destroy, all copies of the applicable TRMs. Terabyte: is defined as a terabyte of computer storage space used by a storage filer equal to one trillion bytes. Trainee: is defined as an employee, contractor, student or other person who is being recorded by the program. Transaction: is defined as each set of interactions that is initiated by an application user recorded by Oracle Enterprise Manager to capture availability and performance metrics used in calculating service levels. For example, the following set of interactions would represent one transaction: login, search customer, log out. UPK Developer: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. UPK Developers may create, modify, view and interact with simulations and documentation. UPK Employee: is defined as an active employee of yours. (Note: The value of these applications is determined by the size of the active employee population and not the number of actual users. Therefore, all of your active employees must be included in your order when licensing these applications). UPK Employees may view and interact with simulations and documentation but may not create or modify simulations or documentation. UPK User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. UPK Users may view and interact with simulations and documentation but may not create or modify simulations or documentation. Warehouse Builder Connector: is defined as a software product that connects an Oracle database where the Oracle Warehouse Builder code is deployed, to an external product (e.g., SAP). A unique connector is required for each distinct external product for which the Oracle database is required to interface. Workstation: is defined as the client computer from which the programs are being accessed, regardless of where the program īs installed.

Contractual Definitions and Interpretations

If your program license does not specify a term, the program license is perpetual and shall continue unless terminated as otherwise provided in the agreement. - 1, 2, 3, 4, 5 Year Terms: A program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the effective date of the order and shall continue for the specified period. At the end of the specified period the program license shall terminate. 1 Year Hosting Term: A program license specifying a 1 Year Hosting Term shall commence on the effective date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate. A program license specifying a 1 Year Hosting Term may only be used for providing internet hosting services. 1 Year Oracle Hosted Term: A program license specifying a 1 Year Oracle Hosted Term shall commence on the effective date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate, A program license specifying a 1 Year Oracle Hosted Term must be hosted by Oracle.com via Computer and Administration services. 1 Year Subscription: A program license specifying a 1 Year Subscription shall commence on the effective date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate.

Fees, Expenses, and Invoicing

Oracle Software Products see "Credit Acquisition Plan Addendum" Chargeable as software delivered TOTAL £100,000 Sub-Licence Fees and Annual Support and Maintenance Charges shown above are in accordance with standard scales in force on 1/7 188 The Charges are exclusive of Value Added Tax which will be added in accordance with prevailing legislation The Program is to be sub-licenced for use on processor type Serial no Located at and when used under the 7. Heuvel operating environment Please sub-licence the use of the Programs on the contract terms above and overleaf Signed Date 18/1/89 (Authorised Signatory) Reuters Ltd 85 Fleet Street London EC4P 4AT (the Customer) for Registered office Registered no ORACLE Corporation UK Ltd agrees to sub-licence the use of the Programs by the customer on the contract terms above and overleaf Signed Authorised Sigatony Date 20/1/89 e . for ORACLE Corporation UK Ltd (ORACLE™ is owned by ORACLE Corporation and is marketed in the UK under licence by ORACLE Corporation UK Ltd) (ORACLE™ is the Registered Trade Mark owned by ORACLE Corporation) 1

Agreements and Modifications

1.1 In consideration of the payment by the Customer of the appropriate Sub-Licence fees and charges and the per- formance of the other obligations of the Customer, ORACLE Corporation UK Limited (hereinafter known as ORACLE UK) hereby grants to the Customer a non-exclusive, non- transferable Sub-Licence to use the Program Product described on page 1 hereof lor the purpose described in the relevant Specification and on the terms of this Sub-Licence.

Contractual Definitions and Interpretations

2.1 'Program Product' means the object code program or programs specifically designated by ORACLE UK for use with the Authorised Processor and described on page 1 hereof together with associated documentation which may be supplied by ORACLE UK with the object code program or programs but excluding program materials. 2.2 'Program Materials' means source code listings and other material which are not supplied by ORACLE UK with the Program Product. 2.3 'Specification' means the published Terminal User Guide of the facilities provided by the Program Product. 2.4 'Authorised Processor' means the Processor Serial Number identified on page 1 of this sub-licence. :selected:

Fees, Expenses, and Invoicing

3.1 The Sub-Licence fee shall be payable within thirty days of receipt of invoice following the date of acceptance as defined in paragraph 5 below. 3.2 The fees and charges stated on page 1 and Appendix A hereof are in accordance with ORACLE UK standard charges in force on the date specified. If there is any change in any such lees and charges between that date and the commencement of the Sub-Licence. ORACLE UK reserves the right to modify the fees and charges so as to accord with ORACLE UK standard charges in force at such commencement but ORACLE UK will not do so within 3 months of agreeing to licence the use of the program. 3.3 Annual Support and Maintenance Charges are payable by the Customer annually in arrears on the first day of the month following the first and subsequent anniversaries of the date of acceptance as defined in paragraph 5 below. Such charges will be those in effect at the commencement of the annual period for which they appply. 3.4 ORACLE UK reserves the right to vary the Sub-Licence fees and the Annual Support and Maintenance Charges on giving not less than three months written notice to the Customer of such intended variation and provided always that no increased fees or charges wil exceed the standard ORACLE UK's charges in force from time to time. 3.5 Al charges are exclusive of Value Added Tax which wil be charged at the rate ruling at the Tax Point.

Fees, Expenses, and Invoicing

4.1 If any sums payable under this Agreement are in arrears for more than thirty days, then ORACLE UK reserves the right to charge interest on a day-to-day basis from the original due date at the rate of 4% per annum above the average Base Rate of the London Clearing Banks in force from time to time but the receipt or request for payment of such charges on overdue accounts wil not prejudice any of ORACLE UK's other rights in respect of failure to pay on the due date. 6 5.1 ORACLE UK agrees to deliver the Program Product to the Customer's location as provided for on page 1 hereof and optionaly to install the program upon the designated equipment as therein specified. 5.2 One only single object code copy of the Program Product wil be provided by ORACLE UK to the Customer on an appropriate media. 5.3 W the Customer elects to make use of ORACLE UK's installation service. ORACLE UK shall notify the Customer that such installation has been completed successfully, and the standard demonstration executed satisfactorily. 5.4 In the absence of any written notification by the Customer to ORACLE UK within seven working days of the receipt by the Customer of the notice described in 5.3 above, the customer is deemed to have accepted the Program Product on the day of the aforesaid notification by ORACLE UK. 5.5 If the Customer elects to install the Program Product himself, such installation shall be deemed to have occurred within five working days after receipt of the Program Product, and unless the Customer informs ORACLE UK to the contrary, the Customer is deemed to have accepted the Program Product ten working days after receipt of the Program Product.

Reports and Documentation

6.1 The Customer may use the documentation supplied with the Program Product to assist the use of the Program Product as supplied under the Sub-Licence and not otherwise.

Termination and Renewal

7.1 The Customer may use the Program Product only under the operating environment and with the Processor identified on page 1 of the Sub-Licence (such Processor being herein called 'the Authorised Processor'). 7.2 If the Program Product cannot be used with the Authorised Processor because of any temporary equipment faäure, the Sub-Licence will be deemed to be temporarily extended without additional charge to use with an alternative pro- cessor until the failure is remedied. 7.3 The Customer agrees to provide ORACLE UK with written notice including a fut description of the altemative pro- cessor with serial number in the event of any use of ary substitution for the Authorised Processor lor a period in excess of ten days. 7.4 In addition, the Program Product may be transferred at any time to a replacement Processor of a type for which ORACLE UK is itself empowered to sub-licence the use of the Program Product, subject to the consent of ORACLE UK being obtained in writing to such replacement not less than fourteen days prior to the aforesaid transfer, and subject also to the payment by the Customer of an appropriate transfer fee being payable not less than seven days in advance of any such transfer. The transfer fee wil be no greater than the difference in licence lees which apples to the original and to the replacement Processors, which licence fees are attached as Appendix A, this being the ORACLE UK Schedule of Standard Charges referred to in paragraph 3.2, and may be modified as provided for in paragraph 3.2 and 3.4 2 7.5 The Customer wil ensure that the Program Product is only used as provided for by this Sub-Licence and will not disclose or make available the Program Product or any part or element thereof to any third party in any form. # unauthorised use is made, and such use is attributable to the act or default of the Customer, its servants or agents, then without prejudice to ORACLE UK's other rights and remedies, the Customer wil immediately be liable to pay ORACLE UK such sums as ORACLE UK would have received had ORACLE UK entered into an agreement with such unauthorised user at the beginning of the period of unauthorised use and charge in accordance with ORACLE UK standard charges for the Program Product.

Technical Support and Services

9.1 ORACLE UK shall continue to provide the following mainte- nance and technical support subject to the continuing payment of the Annual Support and Maintenance Charges described on page 1 hereof or as amended pursuant to paragraph 3.4 hereof. 9.2 For Level A and B Program Product Sub-Licences. (a) ORACLE UK wil provide the customer with User Documentation. (0) ORACLE UK will provide the Customer with public course training credits and optionaly provide an installation service. ( c) ORACLE UK will give telephone advice and guidance on all aspects of ORACLE use, including: identifica- tion and resolution of bugs, application performance optimisation, and operational running. (0) The Customer shal be provided with a single object copy of any future or revised version of the program and documentation which may from time to time be supplied by ORACLE UK. 9.3 For Level C Program Product Sub-Licences, the Customer shall be entitled to copy any future or revised version of the program which may from time to time be supplied by ORACLE UK pursuant to a Level A or Level B Program Product Sub-Licence. 9.4 Maintenance and technical support may be renewed subject to the following conditions: (a) ORACLE UK will notify the Customer approximately ninety days before payment in arrears of the Annual Support and Maintenance Charges become due. Sixty days before such due date the Customer wil either I provide ORACLE UK with notice of its intention to renew Support and Maintenance Services, or i provide ORACLE UK with notice of its intention not to renew Support and Maintenance Services. # notice of renewal of Support and Maintenance Services is not received, Support and Maintenance Services wil terminata. 9.5 Other services such as consultancy services and additional training and documentation are available from ORACLE UK on request at the standard ORACLE UK rates in force as published from time to time.

Termination and Renewal

11.1 The Sub-Licence shall commence on the commencement date as shown on Page 1 of this Agreement. 11.2 Where the Customer has paid the Sub-Licence Fee the term of the Sub-Licence shall be for a perpetual period save that ORACLE UK shall not continue to provide the maintenance and support pursuant to paragraph 9 hereot unless the Customer shal have paid all due Annual Support and Maintenance charges described on page 1 hereof or as amended pursuant lo paragraph 3.4 hereof and shal have renewed maintenance and support pursuant to paragraph 9.4 hereot.

Termination and Renewal

12.1. In addition to the conditions of paragraph 11.2 hereof and notwithstanding that on a former occasion or occasions ORACLE UK has waived its rights ORACLE UK may terminate this Sub-Licence at any time after the following events: (a) breach by the Customer of the Program Product Sub-Licence (including failure to pay on the due date any charge of payment due) and if the breach is capable of remedy) failure by the Customer to remedy the breach within fifteen days of written notice trom ORACLE UK to do so. (b) il the Customer makes or offers to make any assignment to the benefit of its creditors, or com- mences to be wound up otherwise than voluntarily for the purpose of amalgamation or reconstruction, or if a receiver is appointed over any part of its business. 12.2 In the event that the ORACLE Corporation and its appointed agents cease to be in the business of maintaining the Program Product the customer may invoke the Escrow Agreement to obtain access to the source code and supporting documentation which is held in Escrow. The Escrow Agent is currently Mr. Kurt Latta of 755 Page Mil Road, Palo Alto, Califomia, 94304, U.S.A. 3 :selected: 12.3 Upon the termination of this Agreement, the Customer will return to ORACLE UK the Program Product or, il requested by ORACLE UK, the Customer will destroy all such software and documentation or copies and certify in writing that they have been destroyed. 12.4 The exercise by ORACLE UK of rights under this clause wil not prejudice any right of ORACLE UK to damages or other ORACLE UK rights or remedies. 12.5 Termination wil not discharge the Customer from any obligation hereunder or from payment of sums then already due.

Agreements and Modifications

The Customer may not assign this Agreement without ORACLE UK's written consent, other than for the purposes of amalgamation, reconstruction, or other company reor- ganisation. ORACLE UK may assign the benefits of this Agreement to any other related company of the ORACLE Corporation, which shall mean for the purposes of this Agreement any company which is more than 50% owned by the ORACLE Corporation.

Miscellaneous Provisions and General Terms

Neither party wil be liable for delay in performing obligations or for failure to perform obligations if the delay or failure results from any of the following whether happening in the UK or elsewhere: force majeure, Act of God. governmental act, fire, explosion, accident, industrial dispute, impossibility of obtaining materials or anything beyond the party's control.

Miscellaneous Provisions and General Terms

No waiver by either party or any breach by the other party of any obligation contained herein shall constitute a waiver of any other obligation contained herein. Any waiver to be effective must be in writing.

Agreements and Modifications

Any notice or communication required to be given to or by either party must be given by being sent by ordinary mail to the registered office of either party.

Miscellaneous Provisions and General Terms

Oracle General Terms Reference: UK-OMA-270277 These General Terms (these "General Terms") are between Oracle Corporation UK Limited ("Oracle") and the individual or entity identified below in the signature block. To place orders subject to these General Terms, at least one Schedule (as defined below) must be incorporated into these General Terms. If a term is relevant only to a specific Schedule, that term will apply only to that Schedule if and/or when that Schedule is incorporated into these General Terms.

Contractual Definitions and Interpretations

1.1 "Commencement Date" refers to the date of shipment of tangible media or the effective date of the order if shipment of tangible media is not required. 1.2 Capitalized terms used but not defined in this Schedule P have the meanings set forth in the General Terms.

Agreements and Modifications

Orders may be placed under the Master Agreement for five years from the Effective Date (indicated below in Section 17). As of the Effective Date, the following Schedule is incorporated into the Master Agreement: Schedule P - Program. The Schedule sets forth terms and conditions that apply specifically to certain types of Oracle offerings which may be different than, or in addition to, these General Terms.

Contractual Definitions and Interpretations

The purchase of any Products and related Service Offerings or other Service Offerings are all separate offers and separate from any other order for any Products and related Service Offerings or other Service Offerings you may receive or have received from Oracle. You understand that you may purchase any Products and related Service Offerings or other Service Offerings independently of any other Products or Service Offerings, Your obligation to pay for (a) any Products and related Service Offerings is not contingent on performance of any other Service Offerings or delivery of any other Products or (b) other Service Offerings is not contingent on delivery of any Products or performance of any additional/other Service Offerings.

Termination and Renewal

6.1 If either of us breaches a material term of the Master Agreement 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 the Master Agreement. If Oracle terminates the Master Agreement as specified in the preceding sentence, You must pay within 30 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for Products ordered and/or Service Offerings received under the Master Agreement plus related taxes and expenses. Except for nonpayment of fees, the non-breaching 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 the Master Agreement, You may not use those Products or Service Offerings ordered. 6.2 If You have used an Oracle Financing Division contract to pay for the fees due under an order and You are in default onder that contract, You may not use the Products and/or Service Offerings that are subject to such contract. 6.3 Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment and others which by their nature are intended to survive.

Fees, Expenses, and Invoicing

7.1 All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value- added or other similar taxes imposed by applicable law that Oracle must pay based on the Products and/or Service Offerings You ordered, except for taxes based on Oracle's income. Also, You will reimburse Oracle for reasonable expenses related to providing Service Offerings .. Lic_OMA General Terms_v101912_GB_ENG (EchoSign enabled) Page 3 of 13 7.2 You understand that You may receive multiple invoices for the Products andService Offerings You ordered. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at http:/oracle.com/contracts.

Agreements and Modifications

9.1 You agree that the Master Agreement and the information which is incorporated into the Master Agreement by written reference (Including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the Products and/or Service Offerings ordered by You and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such Products and/or Service Offerings. Nothing in this agreement excludes or limits Oracle's liability for deceit or fraudulent misrepresentation. 9.2 It is expressly agreed that the terms of the Master Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal or any other similar non-Oracle document and no terms included in any such purchase order, portal or other non-Oracle document shall apply to the Products and/or Service Offerings ordered. In the event of inconsistencies between the terms of any Schedule and these General Terms, the Schedule shall take precedence. In the event of any inconsistencies between the terms of an order and the Master Agreement, the order shall take precedence. The Master Agreement and orders may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of You and of Oracle. Any notice required under the Master Agreement shall be provided to the other party in writing.

Procurement and Legal Information

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Products. You agree that such export laws govern Your use of the Products (including technical data) and any Service Offerings deliverables provided under the Master Agreement, and You agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, Product and/or materials resulting from Service Offerings (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. You shall include the following notice on packing lists, commercial invoices, shipping documents and other documents used in the transfer, export or re-export of the Products and any Service Offerings deliverables: "These commodities, technology, software, or hardware (including any Integrated Software and Operating System(s)) were exported in accordance with U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export laws is prohibited."

Miscellaneous Provisions and General Terms

Neither of us 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 cancellation of any export, import or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Service Offerings 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 Products and Service Offerings ordered or delivered.

Agreements and Modifications

If You have a dispute with Oracle or if You wish to provide a notice. under the Indemnification section of these General Terms, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle Corporation UK Ltd, Oracle Parkway, Thames Valley Park, Reading, Berkshire RG6 1RA, marked for the attention of the Director of Legal Services, Legal Department.

Agreements and Modifications

You may not assign the Master Agreement or give or transfer the Programs, Operating System, Integrated Software and/or any Service Offerings or an interest in them to another individual or entity. If You grant a security interest in the Programs, Operating System, Integrated Software and/or any Service Offerings deliverables, the secured party has no right to use or transfer the Programs, Operating System, Integrated Software and/or any Service Offerings deliverables, and if You decide to finance Your acquisition of any Products and/or any Service Offerings, You will follow Oracle's policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights You may otherwise have with respect to the Linux operating system, third party technology or Separately Licensed Third Party Technology licensed under open source or similar license terms.

Miscellaneous Provisions and General Terms

16.1 Oracle is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance; 16.2 If any term of the Master Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Master Agreement. Lic_OMA General Terms_v101912_GB_ENG (EchoSign enabled) Page 5 of 13 16.3 Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or relating to the Master Agreement may be brought by either party more than two years after the cause of action has accrued. 16.4 Products and Service Offerings deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications. 16.5 If requested by an authorized reseller on Your behalf, You agree Oracle may provide a copy of the Master Agreement to the authorized reseller to enable the processing of Your order with that authorized reseller. 16.6 A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available aside from that Act, You understand that Oracle's business partners, including any third party firms retalned by You to provide consulting services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for nor bound by any acts of any such business partner unless (1) the business partner is providing services as an Oracle subcontractor in furtherance of an order placed under the Master Agreement and (ii) only to the same extent as Oracle would be responsible for the performance of Oracle resources under that order.

Miscellaneous Provisions and General Terms

The Effective Date of the Master Agreement is 30th May, 2014 (DATE TO BE COMPLETED BY

Miscellaneous Provisions and General Terms

3.1 The Programs may contain or require the use of third party technology that is provided with the Programs. Oracle may provide certain notices to You in Program Documentation, readmes or notice files in connection with such third party technology. Third party technology will be licensed to You either under the terms of the Master Agreement or, if specified in the Program Documentation, readmes or notice files, under Separate Terms. Your rights to use Separately Licensed Third Party Technology under Separate Terms are not restricted in any way by the Master Agreement. However, for clarity, notwithstanding the existence of a notice, third party technology that is not Separately Licensed Third Party Technology shall be deemed part of the Programs and is licensed to You under the terms of the Master Agreement. If You are permitted under an order to distribute the Programs, You must include with the distribution all such notices and any associated source code for Separately Licensed Third Party Technology as specified, in the form and to the extent such source code is provided by Oracle, and You must distribute Separately Licensed Third Party Technology under Separate Terms (in the form and to the extent Separate Terms are provided by Oracle), Notwithstanding the foregoing, Your rights to the Programs are solely limited to the rights granted in Your order. 3.2 You may not: a. remove or modify any Program markings or any notice of Oracle's or its licensors' proprietary rights; b. make the Programs or materials resulting from the Service Offerings available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific Program license or materials from the Service Offerings you have acquired); Lic_OMA General Terms_v101912_GB_ENG (EchoSign enabled) Page 9 of 13 c. cause or permit reverse engineering, disassembly or decompilation of the Programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by. Programs) unless required to be permitted by law for interoperability; d. disclose results of any Program benchmark tests without Oracle's prior written consent. 3.3. The prohibition on the assignment or transfer of the Programs or any interest in them under section 15 of the General Terms shall apply to all Programs licensed under this Schedule P. except to the extent that such prohibition is rendered unenforceable under applicable law.

Scope and Deliverables

You may order trial Programs, or Oracle may include additional Programs with Your order which You may use for trial, non-production purposes only. You may not use the trial Programs to provide or attend third party training on the content and/or functionality of the Programs. You have 30 days from the Commencement Date to evaluate these Programs, To use any of these Programs after the 30 day trial period, You must obtain a license for such Programs from Oracle or an authorized reseller. If You decide not to obtain a license for any Program after the 30 day trial period, You will cease using and promptly delete any such Programs from Your computer systems. Programs licensed for trial purposes are provided "as is" and Oracle does not provide technical support or offer any warranties for these Programs.

Technical Support and Services

5.1 For purposes of an order, technical support consists of Oracle's annual technical support services You may have ordered from Oracle or an authorized reseller for the Programs, If ordered, annual technical support: (including first year and all subsequent years) is provided under Oracle's technical support policies in effect at the time the technical support services are provided. You agree to cooperate with Oracle and provide the access, resources, materials, personnel, information and consents that Oracle may require in order to perform the technical support services. The technical support policies are incorporated in this Schedule P and are subject to change at Oracle's discretion; however, Oracle policy changes will not result in a material reduction in the level of technical support services provided for supported Programs during the period for which fees for technical support have been paid. You should review the policies prior to entering into the order for the applicable technical support services. You may access the current version of the technical support policies at http://oracle.com/contracts. 5.2 Technical support is effective upon the Commencement Date unless otherwise stated in Your order. If Your order was placed through the Oracle Store, the effective date is the date Your order was accepted by Oracle. Lic_OMA General Terms_v101912_GB_ENG (EchoSign enabled) Page 10 of 13 5.3 Software Update License & Support (or any successor technical support offering to Software Update License & Support, "SULS") acquired with Your order may be renewed annually and, if You renew SULS for the same number of licenses for the same Programs, for the first and second renewal years the fee for SULS will not increase by more than 5% over the prior year's fees. If Your order is fulfilled by an authorized reseller, the fee for SULS for the first renewal year will be the price quoted to You by Your authorized reseller; the fee for SULS for the second renewal year will not increase by more than 5% over the prior year's fees. 5.4 If You decide to purchase technical support for any Program license within a license set, You are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if You agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. Oracle's license set definition is available in the current technical support policies. If You decide not to purchase technical support, You may not update any unsupported Program licenses with new versions of the Program.

Technical Support and Services

In addition to technical support, You may order a limited number of Program-related Service Offerings under this Schedule P as listed in the Program-Related Service Offerings document, which is at http://oracle.com/contracts. You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable Oracle to deliver these Service Offerings and You will perform the actions identified in the order as Your responsibility. If while performing these Service Offerings Oracle requires access to another vendor's products that are part of Your system, You will be responsible for acquiring all such products and the appropriate license rights necessary for Oracle to access such products on Your behalf. Service Offerings provided may be related to Your license to use Programs owned or distributed by Oracle which You acquire under a separate order. The agreement referenced in that order shall govern Your use of such Programs.

Contractual Definitions and Interpretations

"You" and "your" refers to the individual or entity that has executed this agreement ("agreement") and ordered programs and/or services from Oracle America, Inc. ("Oracle") or an authorized distributor. The term "ancillary programs" refers to third party materials specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered. The term "program documentation" refers to the program user manual and program installation manuals. The term "programs" refers to the software products owned or distributed by Oracle which you have ordered, program documentation, and any program updates acquired through technical support. The term "services" refers to technical support, education, hosted/outsourcing services, consulting or other services which you have ordered.

Contractual Definitions and Interpretations

This agreement is valid for the order which this agreement accompanies.

Miscellaneous Provisions and General Terms

You may order trial programs, or Oracle may include additional programs with your order which you may use for trial, non-production purposes only. You may not use the trial programs to provide or attend third party training on the content and/or functionality of the programs. You have 30 days from the delivery date to evaluate these programs. If you decide to use any of these programs after the 30 day trial period, you must obtain a license for such programs from Oracle or an authorized distributor. If you decide not to obtain a license for any program after the 30 day trial period, you will cease using and will delete any such programs from your computer systems. Programs licensed for trial purposes are provided "as is" and Oracle does not provide technical support or offer any warranties for these programs.

Technical Support and Services

For purposes of the ordering document, technical support consists of annual technical support services you may have ordered for the programs. If ordered, annual technical support (including first year and all subsequent years) is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policies, incorporated in this agreement, are subject to change at Oracle's discretion; however, Oracle policy changes will not result in a material reduction in the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services. You may access the current version of the technical support policies at http://oracle.com/contracts. Technical support is effective upon the effective date of the ordering document unless otherwise stated in your order. If your order was placed through the Oracle Store, the effective date is the date your order was accepted by Oracle. Software Update License & Support (or any successor technical support offering to Software Update License & Support, "SULS") acquired with your order may be renewed annually and, if you renew SULS for the same number of licenses for the same programs, for the first and second renewal years the fee for SULS, will not increase by more than 4% over the prior year's fees. If your order is fulfilled by a member of Oracle's partner program, the fee for SULS for the first renewal year will be the price quoted to you by your partner; the fee for SULS for the second renewal year will not increase by more than4% over the prior year's fees. 3573430 - 3. Serino, Nicole - Ralph.Swanson Issued by Oracle America, Inc. 28-FEB-2011 Page 7 of 14 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 If you decide to purchase technical support for any license within a license set, you are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if you agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. Oracle's license set definition is available in the current technical support policies. If you decide not to purchase technical support, you may not update any unsupported program licenses with new versions of the program.

Termination and Renewal

If either of us breaches a material term of this agreement 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 this agreement. If Oracle ends this agreement as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for programs ordered and/or services received under this agreement plus related taxes and expenses. If Oracle ends the license for a program under the Indemnification section, you must pay within 30 days all amounts remaining unpaid for services related to such license plus related taxes and expenses. Except for nonpayment of fees, the non-breaching 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 programs and/or services ordered. You further agree that if you have used an Oracle Financing Division contract to pay for the fees due under an order and you are in default under that contract, you may not use the programs and/or services that are subject to such contract. Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

Fees, Expenses, and Invoicing

All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the programs and/or services you ordered, except for taxes based on Oracle's income. Also, you will reimburse Oracle for reasonable expenses related to providing the services. Fees for services listed in an ordering document are exclusive of taxes and expenses. You agree that you have not relied on the future availability of any programs or updates in entering into the payment obligations in your ordering document; however, (a) if you order SULS for programs, the preceding sentence does not relieve Oracle of its obligation to provide updates under your ordering document, if-and-when available, in accordance with Oracle's then current technical support policies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under your ordering document, per the terms of your ordering document and this agreement.

Agreements and Modifications

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 ordering document, are the complete agreement for the programs and/or services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such programs and/or services. 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 a term consistent with the purpose and intent of this agreement. It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non-Oracle document and no terms included in any such purchase order or other non-Oracle document shall apply to the programs and/or services ordered. This agreement and ordering documents may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of you and of Oracle. Any notice required under this agreement shall be provided to the other party In writing.

Miscellaneous Provisions and General Terms

Page 8 of 14 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs. You agree that such export 3573430 - 3. Serino, Nicole - Ralph.Swanson Issued by Oracle America, Inc. 28-FEB-2011 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 control laws govern your use of the programs (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, program and/or materials resulting from 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.

Miscellaneous Provisions and General Terms

1. This agreement is governed by the substantive and procedural laws of California and you and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco, San Mateo, or Santa Clara counties in California in any dispute arising out of or relating to this agreement. 2. If you have a dispute with Oracle 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 City, California, United States, 94065, Attention: General Counsel, Legal Department. 3. You may not assign this agreement or give or transfer the programs and/or any services or an interest In them to another individual or entity. If you grant a security interest in the programs and/or any services deliverables, the secured party has no right to use or transfer the programs and/or any services deliverables, and if you decide to finance your acquisition of the programs and/or any services, you will follow Oracle's policies regarding financing which are at http://oracle.com/contracts. 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. 5. Upon 45 days written notice, Oracle may audit your use of the programs. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the programs in excess of your license rights. If you do not pay, Oracle can end your technical support, licenses and/or this agreement. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit. 6. The Uniform Computer Information Transactions Act does not apply to this agreement or orders placed under it. You understand that Oracle's business partners, including any third party firms retained by you to provide computer consulting services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as an Oracle subcontractor on an engagement ordered under this agreement.

Miscellaneous Provisions and General Terms

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services 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 programs delivered or services provided.

Contractual Definitions and Interpretations

Applications National Language Support (NLS) Supplement Media Packs: Please be advised that only a subset of the products included on an Applications NLS Supplement Media Pack have been translated. For existing supported customers, My Oracle Support has information on which products have been translated for the supported languages (https://support.oracle.com). For new or unsupported customers, please contact your Oracle Account Manager for this information. Oracle Financing Contract: is a contract between you and Oracle (or one of Oracle's affiliates) that provides for payments over time of some or all of the sums due under your order. Technical Reference Manuals ("TRMs"): are Oracle's confidential information. You shall use the TRMs solely for your internal data processing operations for purposes of: (a) implementing applications programs, (b) interfacing other software and hardware systems to the applications programs and (c) building extensions to applications programs. You shall not disclose, use or permit the disclosure or use by others of the TRMs for any other purpose. You shall not use the TRMs to create software that performs the same or similar functions as any of Oracle products. You agree: (a) to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as you exercise to safeguard the confidentiality of your own most important confidential information or a reasonable degree of care, whichever is greater; (b) to maintain agreements with your employees and agents that protect the confidentiality and proprietary rights of the confidential information of third parties such as Oracle and instruct your employees and agents of these requirements for the TRMs; (c) restrict disclosure of the TRMs to those of your employees and agents who have a "need to know" consistent with the purposes for which such TRMs were disclosed; (d) maintain the TRMs at all times on your premises; and (e) not to remove or destroy any proprietary or confidential legends or markings placed upon the TRMs. Oracle shall retain all title, copyright and other proprietary rights in the TRMs. TRMs are provided to you "as-is" without any warranty of any kind. Upon termination, you shall cease using, and shall return or destroy, all copies of the applicable TRMs. Term Designation If your program license does not specify a term, the program license is perpetual and shall continue unless terminated as otherwise provided in the agreement. 1, 2, 3, 4, 5 Year Terms: A program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the effective date of the order and shall continue for the specified period. At the end of the specified period the program license shall terminate. 3573430 - 3. Serino, Nicole - Ralph.Swanson Issued by Oracle America, Inc. 28-FEB-2011 Page 9 of 14 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 1 Year Hosting Term: A program license specifying a 1 Year Hosting Term shall commence on the effective date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate. A program license specifying a 1 Year Hosting Term may only be used for providing internet hosting services. 1 Year Oracle Hosted Term: A program license specifying a 1 Year Oracle Hosted Term shall commence on the effective date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate. A program license specifying a 1 Year Oracle Hosted Term must be hosted by Oracle.com via Computer and Administration services. 1 Year Subscription: A program license specifying a 1 Year Subscription shall commence on the effective date of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate. Named User Plus / Named User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. All of the remaining provisions of this definition apply only with respect to Named User Plus licenses, and not to Named User licenses. A non human operated device will be counted as a named user plus in addition to all individuals authorized to use the programs, if such devices can access the programs. If multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number must be measured at the multiplexing front end. Automated batching of data from computer to computer is permitted. You are responsible for ensuring that the named user plus per processor minimums are maintained for the programs contained in the user minimum table in the licensing rules section; the minimums table provides for the minimum number of named users plus required and all actual users must be licensed. For the purposes of the following programs: Configuration Management Pack for Applications, System Monitoring Plug-in for Hosts, System Monitoring Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware, Management Pack for Non-Oracle Middleware, Management Pack for WebCenter Suite and Provisioning and Patch Automation Pack, only the users of the program that is being managed/monitored are counted for the purpose of determining the number of Named User Plus licenses required. With respect to the following programs: Load Testing, Load Testing Developer Edition, Load Testing Accelerator for Web Services, Load Testing Accelerator for Siebel, Load Testing Accelerator for Oracle E-Business Suite and Load Testing Accelerator for Application Development Framework Applications, each emulated human user and non human operated device shall be considered as a virtual user and shall be counted for the purposes of determining the number of Named User Plus licenses required. For the purposes of the following program: Oracle GoldenGate only (a) the users of the Oracle database from which you capture data and (b) the users of the Oracle database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate for Non Oracle Database only (a) the users of the Non Oracle database from which you capture data and (b) the users of the Non Oracle database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate for Mainframe, only (a) the users of the database from which you capture data and (b) the users of the database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate for Teradata Replication Services, only (a) the users of the database from which you capture data and (b) the users of the database where you will apply the data must be counted for the purpose of determining the number of licenses required. Processor: shall be defined as all processors where the Oracle programs are installed and/or running. Programs licensed on a processor basis may be accessed by your internal users (including agents and contractors) and by your third party users. The number of required licenses shall be determined by multiplying the total number of cores of the processor by a core processor licensing factor specified on the Oracle Processor Core Factor Table which can be accessed at http://oracle.com/contracts. All cores on all multicore chips for each licensed program are to be aggregated before multiplying by the appropriate core processor licensing factor and all fractions of a number are to be rounded up to the next whole number. When licensing Oracle programs with Standard Edition One or Standard Edition in the product name, a processor is counted equivalent to an occupied socket; however, in the case of multi-chip modules, each chip in the multi-chip module is counted as one occupied socket. For example, a multicore chip based server with an Oracle Processor Core Factor of 0.25 installed and/or running the program (other than Standard Edition One programs or Standard Edition programs) on 6 cores would require 2 processor licenses (6 multiplied by a core processor licensing factor of .25 equals 1.50, which is then rounded up to the next whole number, which is 2). As another example, a multicore server for a hardware platform not specified in the Oracle Processor Core Factor Table installed and/or running the program on 10 cores would require 10 processor licenses (10 multiplied by a core processor licensing factor of 1.0 for 'All other multicore chips' equals 10). For the purposes of the following program: Healthcare Transaction Base, only the processors on which Internet Application Server Enterprise Edition and Healthcare Transaction Base programs are installed and/or running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: ISupport, iStore and Configurator, only the processors on which Internet Application Server (Standard Edition and/or Enterprise Edition) and the licensed program (e.g., iSupport, iStore and/or Configurator) are running must be counted for the purpose of determining the number of licenses required for the licensed program; under these licenses you may also install and/or run the licensed program on the processors where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) is installed and/or running. For the purposes of the following programs: Configuration Management Pack for Applications, System Monitoring Plug-in for Hosts, System Monitoring Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware, Management Pack for Non-Oracle Middleware, Management Pack for WebCenter Suite, Grid Engine, Provisioning and Patch Automation Pack, Ops Center Virtualization Management Pack and Oracle VM Management Pack, only the processors on which the program that is being managed/monitored are running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Application Management Suite for Oracle E-Business Suite, Application Management Suite for PeopleSoft, Application Management Suite for Siebel, and Application Management Suite for JD Edwards EnterpriseOne, all processors on which the middleware and/or database software that support the respective application program are running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Data Integrator Enterprise Edition, Data Integrator and Application Adapter for Data Integration, Informatica PowerCenter and PowerConnect Adapters, Application Adapters for Data Integration, and Application Adapter for Warehouse Builder for: PeopleSoft, Oracle 3573430 - 3. Serino, Nicole - Ralph.Swanson Page 10 of 14 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 Issued by Oracle America, Inc. 28-FEB-2011 confidential Aaron Matuseski Thomson Reuters Mar 30, 2017 15:09 E-Business Suite, Siebel, and SAP, only the processor(s) on which the target database is running must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Audit Vault Collection Agent, only the processors of the database sources from which audit data is collected must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: In-Memory Database Cache, only the processors on which the Times Ten In-Memory Database component of the In-Memory Database Cache program is installed and/or running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Oracle GoldenGate, and Oracle GoldenGate for Mainframe, only (a) the processors running the database from which you capture data and (b) the processors running the database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate for Teradata Replication Services, only (a) the processors running the database from which you capture data and (b) the processors running the database where you will apply the data must be counted for the purpose of determining the number of licenses required.

Contractual Definitions and Interpretations

1.1 "Authorized Third Party Contractors" shall mean the third party contractors, if any, specified in the Beta Trial Exhibit. 1.2 "Authorized Hosting Company" shall mean the hosting company, if any, specified in the Beta Trial Exhibit. 1.3 "Feedback" shall mean any input regarding the Oracle Technology, including changes or suggested changes to the Oracle Technology and any performance test results. 1.4 "GA" shall mean general commercial availability or generally commercially available, as applicable. 1.5 "Intellectual Property Rights" shall mean all patent, copyright, trade secret, trademark, and other proprietary and intellectual property rights, including moral rights. 1.6 "Mobile Programs" shall mean Pre-GA mobile applications listed in the Beta Trial Exhibit that are associated with the Oracle Technology but are licensed under separate terms (and not under this Agreement) and are available to Company through a third party delivery mechanism. 1.7 "Object Code" shall mean materials in machine-executable form, including all computer programming code, substantially or entirely in binary form, which is executable directly by a computer after suitable processing, but without the intervening steps of compilation or assembly, and all help, message, and overlay files. 1.8 "Oracle Technology" shall mean the Software Programs and Supplemental Programs specified in the Beta Trial Exhibit. 1.9 "Pre-GA" shall mean pre-general commercial availability or pre-generally commercially available, as applicable. 1.10 "Prototype" shall mean a non-production version of Company's software developed for testing purposes and intended to interoperate with Software Programs. 1.11 "Purpose" shall mean Company's internal non-production, non-commercial evaluation and testing of Software Programs, including developing Prototypes. 1.12 "Reference Materials" shall mean sample code, documentation, white papers, and other related materials. 1.13 "Software Program(s)" shall mean Pre-GA Oracle software program(s) specified in the Beta Trial Exhibit and any Updates thereto. "Software Programs" shall include any Object Code, Source Code, and Reference Materials provided by Oracle. 1.14 "Source Code" shall mean the complete human-readable programming code from which Object Code is compiled. Source Code shall include any electronically readable source documentation, design documents, data models, help materials, tutorial programs, or debug code provided by Oracle. 1.15 "Supplemental Program(s)" shall mean GA Oracle software program(s) that may be provided by Oracle for operation of Software Programs, as specified in the Beta Trial Exhibit, and any Updates thereto. "Supplemental Programs" shall include any Object Code, Source Code, and Reference Materials provided by Oracle. Rev 6 March 2015-NonStandard/ThomsonReuters Page 1 of 8 ORACLE CONFIDENTIAL 1.16 "Termination Date" shall mean the end date of the pre-GA test period specified in the Beta Trial Exhibit. 1.17 "Testing Type(s)" shall mean the designated testing type(s) set forth in the Beta Trial Exhibit. 1.18 "Updates" shall mean updates, enhancements, modifications, and error corrections.

Procurement and Legal Information

2.1 Scope Oracle may, in its sole discretion, provide Oracle Technology to Company as specified in the Beta Trial Exhibit. In the event Mobile Programs are listed in the Beta Trial Exhibit, Company will be required to accept separate terms and conditions in order to download and use such mobile applications. Nonetheless, Company's use of any Mobile Programs shall be limited to the Purpose specified in the Beta Trial Exhibit and any rights granted by Oracle in such separate terms shall terminate in accordance with Section 5.1 of this Agreement. 2.2 Support and Updates Oracle shall have no obligation to provide Company with support or Updates for Oracle Technology. 2.3 Data Collection and Company Information The Oracle Technology may collect certain technical information regarding Company's use of the Oracle Technology for the purpose of improving the functionality of the Oracle Technology. Further, Oracle may be required to input Company e-mail addresses and other information ("Company Information") into a third-party delivery platform in order to provide Company access to Mobile Programs, if any. Company hereby consents to Oracle's use and transmission of Company information as required to provide Company with access to any Mobile Programs. Company acknowledges and agrees that such Company information may be transmitted to, accessed, and used by the third- party delivery platform. Except with respect to (a) Oracle-hosted instances of the Oracle Technology, and (b) Oracle's use of Company Information as described above, Oracle will comply with its Privacy Policy in effect as data collection services or providing access to Mobile Programs are performed, which is available at http://www.oracle.com/us/legal/privacy/index.html. 2.4 Third Party Technology The Oracle Technology may be provided to Company with third party technology or derivatives of third party technology ("Third Party Technology"). Oracle may provide certain notices to Company in program documentation, readmes, or otherwise in connection with such Third Party Technology. Third Party Technology will be licensed to Company either under the terms of this Agreement, or, if specified in the Oracle Technology documentation, readmes, or otherwise, under separate license terms ("Separate Terms") and not under the terms of this Agreement ("Separately Licensed Third Party Technology"). Company's rights to use such Separately Licensed Third Party Technology under the Separate Terms are not restricted or modified in any way by this Agreement.

Termination and Renewal

5.1 Term and Termination This Agreement shall become effective on the Effective Date and shall remain in effect until the Termination Date unless terminated as specified in this Section 5.1 ("Term"). Either party may terminate this Agreement, any Beta Trial Exhibit, and/or Company's right to use any Software Program at any time, with or without cause, upon written notice. Termination of this Agreement shall result in termination of all then outstanding Beta Trial Exhibits. Termination of a Beta Trial Exhibit shall result in termination of Company's right to use all Software Programs specified in such Beta Trial Exhibit. Company's right to use the Supplemental Programs will terminate upon termination of Company's right to use the Software Program(s) with which they are provided. Mobile Programs, if any, may terminate earlier as specified in the applicable separate terms and conditions. Upon termination of Company's right to use a Software Program, Company shall immediately cease using such Software Program (including all hosted instances) and, to the extent applicable, return the Oracle Technology, including all copies, or certify in writing that the Oracle Technology and all copies have been destroyed, within ten (10) days of such termination. 5.2 Survival The following rights and obligations shall survive termination of the Agreement: Obligations with respect to Prototypes set forth in Section 3.2 (Prototypes), Sections 2.4 (Third Party Technology), 3.6 (Audit), 3.7 (Intellectual Property Rights), 6.2 (Warranty Disclaimer), 6.3 (Pre-GA Software Programs Disclaimer), 6.4 (Limitation of Liability), and Articles IV (Feedback and Confidentiality), V (Term), and VII (Miscellaneous).

Miscellaneous Provisions and General Terms

7.1 Governing Law and Venue This Agreement shall be governed by the substantive and procedural laws of the State of California. Company and Oracle agree 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. 7.2 No Assignment Company may not assign this Agreement or transfer the Oracle Technology to another individual or entity. 7.3 Export The parties agree to fully comply with export laws and regulations of the United States and any other applicable export laws ("Export Laws") to assure that neither the Oracle Technology, Confidential Information, nor any direct product thereof are: (a) exported, directly or indirectly, in violation of this Agreement or Export Laws; or (b) used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. 7.4 Relationship Between the Parties Oracle and Company are independent contractors and the parties agree that no partnership, joint venture, or agency relationship exists between them. Each party will be responsible for paying its own employees, including employment related taxes and insurance. Rev 6 March 2015-NonStandard/ThomsonReuters Page 6 of 8 ORACLE CONFIDENTIAL 7.5 Entire Agreement Except where specifically stated otherwise herein, this Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Except as may be expressly set forth in Section 2.1 (Scope), this Agreement shall also supersede all terms of any unsigned or "shrink wrap" license included in any package, media, or electronic version of the Oracle Technology provided under this Agreement. 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 a term consistent with the purpose and intent of this Agreement. This agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of Oracle and Company. If Company is located in the province of Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le present contrat et tous les documents connexes soient rediges en anglais. The effective date of this Agreement ("Effective Date") is Jul 31, 2015 (DATE TO BE COMPLETED BY ORACLE) COMPANY Freddie Diaz (Jul 31, 2015) Freddie Diaz Authorized Signature Printed Name Freddie Diaz Job Title VP, Global Technology Sourcing Date Jul 31, 2015 ORACLE AMERICA, INC. Del Migliore Authorized Signature Deb Miglior(Jul 31, 2015) Printed Name Deb Migliore Job Title Senior Director, PDPM Date Jul 31, 2015 Full Company Name Thomson Reuters Holdings Inc. 610 Opperman Drive Address Eagan, MN 55123 City, State/Province, Zip/Postal Code Country USA Rev 6 March 2015-NonStandard/ThomsonReuters Page 7 of 8 ORACLE CONFIDENTIAL

Contractual Definitions and Interpretations

« Vous » et «votre» désignent la personne physique ou l'entité légale qui a signé ce contrat (« le contrat ») et commandé les logiciels, et/ou les services à Oracle France, SAS au capital de 7 617 978 euros - 15 Boulevard Charles de Gaulle 92715 Colombes cedex (ci-après « Oracle ») ou à un distributeur agréé. Le terme « logiciel auxillaire » signifie les composants appartenant à des tiers indiqués dans la Documentation, qui peuvent être utilisés exclusivement pour installer ou exécuter les logiciels avec lesquels les logiciels auxiliaires sont livrés. Le terme « documentation » signifie le manuel d'utilisation et les manuels d'installation. Le terme « logiciel(s) » désigne les produits logiciels, propriété d'Oracle ou distribués par ses soins que vous avez commandés, la documentation ainsi que toute mise à jour fournie au titre du support technique. Le terme « services » désigne les services de support technique, de formation, d'hébergement/infogérance. les services On Demand, de conseil ou tout autre service commandé.

Contractual Definitions and Interpretations

Le présent contrat est applicable à la commande à laquelle il est joint.

Technical Support and Services

Les prestations de Support Technique visées au bon de commande comprennent, les Mises à Jour Logiciel, le Support Produit et/ou toute autre prestation de support annuel éventuellement commandée pour les logiciels. Les prestations de support technique annuel éventuellement commandées sont fournies la première année et toutes les années suivantes aux conditions générales en vigueur lorsqu'elles sont exécutées. Les Conditions Générales de Support Technique font partie intégrante du présent contrat et peuvent être modifiées à tout moment par Oracle, Toutefois, Oracle ne réduira pas de manière substantielle le niveau de support des logiciels supportés pendant la période pour laquelle les redevances correspondantes ont été payées. Vous devez en prendre connaissance avant chaque commande. Elles sont disponibles et mises à jour à l'adresse suivante : http://oracle.com/contracts. Le support technique prend effet à compter de la date d'effet du bon de commande sauf stipulation contraire dudit bon de commande. Si vous avez passé votre commande via Oracle Store, la date d'entrée en vigueur est la date à laquelle Oracle a accepté votre commande. Les Licences Mises à Jour Logiciel & Support commandées (ou toute offre de support technique subséquente, « SULS ») peuvent être renouvelées par période d'un an et si vous renouvelez les SULS pour le même nombre de licences et les mêmes logiciels, pour les premier et second renouvellements, l'augmentation de la redevance de SULS correspondante sera plafonnée à 4% par an par rapport à la redevance de l' année précédente. Si votre commande est passée par l'intermédiaire d'un partenaire, la redevance SULS pour la première année de renouvellement du support technique sera déterminée selon la proposition de prix du partenaire. Pour le deuxième année, l'augmentation sera plafonnée à 4% par rapport à l'année précédente pour le Support technique. Si vous choisissez d'acquérir le support pour une licence appartenant à un groupe de licences, vous devez acquérir le même niveau de support pour toutes les licences appartenant à ce même groupe. Vous avez la faculté de résilier le support technique pour un sous-groupe de licences, à condillon de résilier les licences de ce sous-groupe. Les redevances de support technique des licences restantes seront calculées conformément à ce sous-groupe aux conditions de support technique en vigueur à la date de la résiliation. La définition du groupe de licences figure aux conditions générales de support technique actuellement en vigueur. Si vous décidez de ne pas acquérir de support technique, vous n'êtes pas autorisé à mettre à jour les licences non supportées avec les nouvelles versions. 2833734 - 1.Ists.Broussaud Emis par Oracle France SAS 10-MARS-2009 Page 8 de 20

Termination and Renewal

En cas de manquement à ses obligations essentielles par l'une des parties, l'autre partie pourra résilier de plein droit le présent contrat 30 jours après mise en demeure par écrit restée sans effet. Si c'est Oracle qui résille au titre de la phrase qui précède toutes les sommes dues à la date d'effet de la résiliation deviendront exigibles dans les 30 jours, ainsi que toutes sommes impayées relatives aux logiciels et aux services commandés dans le cadre du présent contrat, majorées des taxes et frais applicables. Si Oracle résilie la licence pour un logiciel au titre de l'article Garantie de Contrefaçon, toutes les sommes restant impayées pour les services liés à ladite licence deviendront exigibles dans les 30 jours. Sauf en cas de non paiement des redevances, la partie qui ne sera pas en défaut pourra, à sa seule discrétion prolonger la période de 30 jours, pendant la même durée que celle où la partie défaillante s'efforce de remédier à son manquement. Il est convenu qu'en cas de manquement de votre part au présent contrat, vous ne serez plus autorisé à utiliser les logiciels ni à bénéficier des services commandés. Il est également convenu que, si vous avez souscrit un contrat de financement Oracle Finance Division pour vous acquitter du paiement des redevances exigibles, el que vous avez manqué à vos obligations contractuelles au titre de ce contrat, vous n'êtes pas autorisé à utiliser les licences ou les services objets dudit contrat et Oracle est en droit de résilier le présent contrat. Les dispositions qui restent applicables au-delà de l'expiration du présent contrat sont les dispositions relatives à la responsabilité, la garantie de contrefaçon, les paiements, ainsi que toutes celles qui par nature ont vocation à continuer à s'appliquer.

Fees, Expenses, and Invoicing

Les factures dues à Oracle sont payables dans les 30 jours à partir de la date de facture. Les prix s'entendent hors taxes. Les taxes à la valeur ajoutée ou autres droits et impôts applicables vous seront facturés en sus. Toute facture non payée à l'échéance entraînera de plein droit la facturation de pénalités de retard au taux de trois fois le taux d'intérêt légal. Vous devrez aussi rembourser Oracle des frais raisonnables résultant de la fourniture des services. Les redevances indiquées pour les services aux bons de commande s'entendent hors taxe et hors frais. Vous reconnaissez que vous n'avez pas pris l'engagement de payer stipulé au bon de commande en considération de la mise à disposition future d'un produit au d'une mise à jour. Toutefois, (a) si vous commandez des SULS pour les logiciels, la phrase précédente ne libère pas Oracle de son obligation de fournir les mises à jour commandées si et lorsqu'elles sont disponibles conformément aux Conditions Générales de Support Technique alors en vigueur, et (b) la phrase précédente ne modifie en rien les droits qui vous sont concédés sur les logiciels aux termes de votre bon de commande et du présent contrat.

Reports and Documentation

Company Name: ORACLE CORPORATION UK LTD Document Type: :unselected: Addendum :unselected: Assignment Letter :unselected: Contract Draft :unselected: Correspondence :selected: Executed Contract :unselected: Non-Disclosure Agreement :unselected: Notice From :unselected: Notice To :unselected: Other :unselected: RFI :unselected: RFP/ RFQ :unselected: Schedule :unselected: Side Letter :unselected: Pre-CMSI Commercial Summary :unselected: Pre-CMSI Plain English Summary Document Description1:

Agreements and Modifications

This Services Agreement ("the Agreement") is between: Oracle Corporation UK Limited with its registered office at The Oracle Centre, The Ring, Bracknell, Berkshire RG12 1BW ("ORACLE") and Reuters Limited of 85 Fleet Street, London EC4P 4AJ ("CUSTOMER") The Effective Date of this Agreement shall be: Ist November 1996 Signed for and on behalf of: CUSTOMER Signed: . Name: M. A. Smas Title: Date: 3/000/96 - Services Agreement Number: PA 101 756 Signed for and on behalf of: ORACLE CORPORATION Signed: Name: Commercial Director. Oracle Corporation UK Limited Alan Laing Title: Date: 23/10/96 Reuters\S.A\dh19.8.96 @071 8163561 ORACLE CITY 26/01 '00 15:03 :selected: 國002

Technical Support and Services

ORACLE will provide to CUSTOMER the Services specified on a Service Schedule, under the terms of this Agreement. 2.

Contractual Definitions and Interpretations

2.1 "Service Schedule" shall mean ORACLE's standard form for ordering Services and shall specify the Services and applicable fees. Each Service Schedule shall constitute a separate agreement and shall be governed by the terms of this Agreement and shall reference the agreement number of this Agreement. 2.2 "Service(s)" shall mean work performed by ORACLE for CUSTOMER pursuant to a Service Schedule, agreed to by the parties, under this Agreement. The Service Schedule will be agreed upon by the parties, subject to availability of ORACLE personnel. 2.3 "Developments" means any ideas, know-how, techniques, documentation, software, or specifications which may be developed by ORACLE hereunder, 2.4 "Materials" shall mean any design, specification, instruction, software, information, data or other like materials supplied by either party to this Agreement to the other for the performance of the Service. 3.

Fees, Expenses, and Invoicing

3.1 Fees for Service Unless otherwise expressly specified in the applicable Service Schedule, Services shall be provided on a time and material ("T&M") basis at ORACLE's T&M rates current when the Services are performed, exclusive of incidental expenses. Any estimate of time or days work required to perform Services or a monetary limit stated in the applicable Service Schedule for T&M Service, shall be deemed an estimate for CUSTOMER's budgeting and ORACLE's resource scheduling purposes; after the limit is expended, ORACLE will continue to provide the Service on a T&M basis, if a Service Schedule not be exceeded unless approved by CUSTOMER in writing. for continuation of the Service is signed by the parties. 3.2 Incidental Expenses CUSTOMER shall reimburse ORACLE for reasonable travel, accommodation, communications, equipment and out-of- pocket expenses incurred in conjunction with the Service. International travel will have to be approved in writing by Customer. un advance of such travel being undertaken by, ORACLE staffhals request tostoMER'S 3.3 Invoicing and Rayment Costs and expenses KALLE will provide upon request copies of supporting documents to enable verification of duck 3 ORACLE shall invoice CUSTOMER monthly, unless otherwise expressly specified in the applicable Service Schedule. Charges shall be payable within 30 (thirty) days from the date of invoice and shall be deemed overdue if they remain unpaid thereafter. 4 Any amount payable by CUSTOMER hereunder which remains unpaid after the due date shall be subject to late payment fee of 1.5% per month from the due date until the amount is paid. CUSTOMER shall issue a purchase order, or alternative document acceptable to ORACLE, on or before commencement of Service under the applicable Service Schedule. An invoiceis congether prepared invoices should be in a sad format and include an Itemized description of the I work covered by the invoice ainda statement showing how the Invoice was calculated, identifying rates of consultants and the no. of das worked by them. The charges do not include taxes or duties. All additional taxes or duties which/ORACLE shall have to pay or collect in connection with the provision of products or Services shall be billed to and paid by the CUSTOMER. This shall not apply to taxes based on ORACLE's income. 3.4 Taxes 3.5 Orders Any Service by ORACLE under this or any other agreement shall be bid separately from ORACLE's proprietary software ("Program") licences. CUSTOMER may acquire the Program licences without acquiring any Services and CUSTOMER acknowledges that upon the signing of each Order Form the Program licences and any ordered Service are acquired separately for the fees or charges stated in the Order Form or Service Schedule. Reuters\SA\dh\9.8.96 2 ORACLE CITY 26/01 '00 15:04 @071 8163561 :selected: 003 AND

Termination and Renewal

.mm This Agreement shall commence on its Effective Date. Either party may terminate this Agreement at any time by providing the other party with 90 (ninety) days prior written notice. Any Service Schedule outstanding at the time of termination of the Agreement shall continue to be governed by this Agreement as if it had not been terminated. 4.2

Termination and Renewal

A party may terminate a Service Schedule if the other party is in material breach of the Service Schedule following written notice specifying the breach and where a breach is capable of cure has not cured the breach within 30 (thirty) days. Consent to extend the cure period shall not be unreasonably withheld, so long as the breaching party has commenced cure during the 30-day notice period and pursues cure of the breach in good faith. 4.3

Termination and Renewal

CUSTOMER may terminate a Service Schedule upon 30 (thirty) days written notice to ORACLE provided that CUSTOMER pays for all Services to be provided by ORACLE until the effective date of such termination 4.4

Termination and Renewal

The parties' rights and obligations under Clauses 3.3, 3.4 and 4.4 and Articles 5, 7 and 8 shall survive termination of this Agreement and/or any Service Schedule. Termination of this Agreement and/or any Service Schedule shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve CUSTOMER of its obligations to pay all charges that accrued prior to such termination. 5.

Miscellaneous Provisions and General Terms

7.1 Each party shall own all rights in any patents, trade marks, service marks, rights in semiconductor chip topographies, design rights (whether registrable or otherwise) and copyright, ideas, know-how, techniques, documentation, software or specifications developed or used by it prior to this agreement or developed independently of this agreement or in any developments based upon such patents, trade marks, service marks, rights in semiconductor chip topographies, design rights (whether registrable or otherwise) and copyright ideas, know-how, techniques, documentation, software or specifications. 7.2 ORACLE shall have vested in it and retain all rights in any copyright, ideas, know-how, techniques, routines or sub- routines developed or designed by ORACLE pursuant to this Agreement to the extent that they do not contain Confidential Information and are not owned by CUSTOMER. Nothing on this Clause 7.2 shall operate to transfer any intellectual property rights or Developments which are owned by CUSTOMER whether pursuant to Clause 7.1 or otherwise. Reuters\SA\dh\9.8.96 4 26/01 '00 15:06 @071 8163561 ORACLE CITY :selected: 4005 abject to Clause 7.1, ORACLE shall have vested in it and retain all rights in any tangible materials delivered to CUSTOMER under this Agreement and in any copyright in the same and any ideas, know-how, techniques developed or created in the development of the same, provided that such materials are of general benefit to it within the Computer Industry and are not specific to the Reuters Armstrong Project and the products derived and developed by CUSTOMER from such Project. 7.4 Nothing in this Clause 7 shall prejudice the CUSTOMER's ownership of its Confidential Information and CUSTOMER shall own any ideas, techniques and know-how to the extent these are developed as a direct result of the use of CUSTOMER Confidential Information (and as such would be regarded as confidential) and are not of general benefit to ORACLE within the Computer Industry. 7.5 ORACLE hereby grants to CUSTOMER, subject to CUSTOMER's compliance with the-licence provisions included or referred to herein; a non-exclusive, non-transferable, royalty free, perpetual, licence to use any software programs constituting developments created by ORACLE pursuant to this Agreement on CUSTOMER's computer equipment in consideration for the payment of ORACLE 's fees for Services; to copy the developments for archival or back-up purposes; and to modify the developments or combine them with other software products and generally to use them in its business. 7.6 CUSTOMER hereby grants to ORACLE a perpetual royalty-free licence to use and further develop such developments as CUSTOMER owns pursuant to Clauses 7.3 and 7.4 above for its internal use only, and in the event that ORACLE wishes to exploit, market or sub-licence such developments it shall seek the CUSTOMER's consent which shall not be unreasonably withheld and the parties agree to conduct good faith negotiations to determine the terms for such exploitation. 7.7 It is understood by both parties that each party has performed substantial independent development relating to information technology and associated products. This Agreement and any discussions hereunder shall not limit either party's development and marketing of products or systems involving technology or ideas of a similar nature to that disclosed even if such products or systems result in a similar "look and feel" to the CUSTOMER's product or system, nor will this Agreement prevent either party from undertaking similar efforts or discussions with third parties. including competitors of CUSTOMER, provided that ORACLE shall not disclose any of CUSTOMER's confidential ERTARTÁS information which is contained in or was used in developing any deliverables, as provided under this Agreement. EITHER PARTY'S 7.8 In the event that there is any dispute as the ownership of any developments pursuant to Clause 7.3 above then the parties agree to use the following escalation procedure to determine such ownership issues prior to having the matter determined by any court of competent jurisdiction. However, nothing in this Clause 7.8 shall prevent a party from seeking injunctive relief should it desire to do so. Oracle Representative Reuters Representative Customer Services Manager Project Manager UK Consulting Director Reuters Project Director EMEA Consulting Director Reuters General Manager 8.

Miscellaneous Provisions and General Terms

8.1

Project Objectives and Key Personnel

Neither party will actively solicit any of the other party's personnel for a period of 6 (six) months from the date on which such person last performed Services or was directly involved in work carried out under this Agreement without the written consent of the other. If one party breaches the terms of this Clause 8.5 then that party shall pay to the other a sum equivalent to one half of the then current annual gross salary or fees payable by the other party to that person. Such sum shall be by way of liquidated damages and shall be due and payable immediately upon termination of such individual's employment or service with ORACLE or CUSTOMER as the case may be. 8.6

Agreements and Modifications

All notices, including notices of address change, required to be sent hereunder shall be in writing and sent by first class post or facsimile to the address set out below and shall be deemed to have been given 2 (two) days after posting when sent by first class post or upon successful transmission when sent by facsimile. To CUSTOMER: Oracle Consultancy Services Manager] Reuters Limited 85 Fleet Street London EC4P 4AJ Copy to Legal Department To ORACLE: Reuters Account Manager Oracle Corporation UK Limited The Oracle Centre The Ring Bracknell Berkshire RG12 1BW Copy to Legal Department 8.7

Miscellaneous Provisions and General Terms

In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. Reuters\SA\dh\9.8.96 6 26/01 '00 15:08 8071 8163561 ORACLE CITY :selected: 2007 : waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. 3.9 Export CUSTOMER agrees to comply fully with all relevant export laws and regulations of the United states ("Export Laws") to assure that neither the Developments or Materials nor any direct product thereof are (1) exported, directly or indirectly, in violation of Export Laws; or (2) are intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical or biological weapons proliferation. 8.10

Agreements and Modifications

- This Agreement constitutes the complete agreement between the parties and, except as provided in Clause 8.2 above, supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning any Service Schedule entered into pursuant to this Agreement. Neither this Agreement nor a Service Schedule may be modified or amended except in a writing signed by a duly authorised representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement or a Service Schedule. It is expressly agreed that any terms and conditions of CUSTOMER's purchase order shall be superseded by the terms and conditions of this Agreement and the applicable Service Schedule. 8.11

Miscellaneous Provisions and General Terms

Neither party shall make any press release or other publish any other public statement relating to the existence of this Agreement or the performance of any Services pursuant to a Service Schedule without the prior approval of the other party, such approval not to be unreasonably withheld. 8.12

Miscellaneous Provisions and General Terms

Neither party shall be liable for a breach of any of the terms of this Agreement of for any delay in performing anything due to be done by it under this Agreement, if such breach or delay is cause by circumstances beyond its reasonable control .. 8.13

Miscellaneous Provisions and General Terms

These General Terms (these "General Terms") are between Oracle America, Inc. ("Oracle") and the individual or entity identified below in the signature block. To place orders subject to these General Terms, the Schedule (as defined below) that is attached to these General Terms must be incorporated into these General Terms. If a term is relevant only to a specific Schedule, that term will apply only to that Schedule if and/or when that Schedule is incorporated into these General Terms.

Contractual Definitions and Interpretations

1.1 "Services" refers to consulting, advanced customer support services, education or other services which you have ordered from Oracle under this Schedule S. 1.2 Capitalized terms used but not defined in this Schedule S have the meanings set forth in the General Terms.

Agreements and Modifications

TOMA_Services_v020413_US_ENG Page 1 of 7 Mimi Trieu E-signed 2014-06-24 11:18AM PDT [email protected] Cloud Deal Manager :selected: Document Integrity Verified EchoSign Transaction Number: XATMZFLD372736K The Master Agreement is applicable to the order which the Master Agreement accompanies. As of the Effective Date of the order, the following Schedule is incorporated into the Master Agreement: Schedule S -- Services. Schedule S sets forth terms and conditions that apply specifically to certain types of Oracle offerings which may be different than, or in addition to, these General Terms.

Contractual Definitions and Interpretations

The purchase of any Products and related Service Offerings or other Service Offerings are all separate offers and separate from any other order for any Products and related Service Offerings or other Service Offerings you may receive or have received from Oracle. You understand that you may purchase any Products and related Service Offerings or other Service Offerings independently of any other Products or Service Offerings. Your obligation to pay for (a) any Products and related Service Offerings is not contingent on performance of any other Service Offerings or delivery of any other Products or (b) other Service Offerings is not contingent on delivery of any Products or performance of any additional/other Service Offerings.

Termination and Renewal

6.1 If either of us breaches a material term of the Master Agreement 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 the Master Agreement. If Oracle terminates the Master Agreement as specified in the preceding sentence, You must pay within 30 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for Products ordered and/or Service Offerings received under the Master Agreement plus related taxes and expenses. Except for nonpayment of fees, the non-breaching 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 the Master Agreement, You may not use those Products or Service Offerings ordered. 6.2 If You have used an Oracle Financing Division contract to pay for the fees due under an order and You are in default under that contract, You may not use the Products and/or Service Offerings that are subject to such contract. 6.3 Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment and others which by their nature are intended to survive.

Fees, Expenses, and Invoicing

7.1 All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value- added or other similar taxes imposed by applicable law that Oracle must pay based on the Products and/or Service Offerings You ordered, except for taxes based on Oracle's income. Also, You will reimburse Oracle for reasonable expenses related to providing Service Offerings. 7.2 You understand that You may receive multiple invoices for the Products and Service Offerings You ordered. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at http://oracle.com/contracts. TOMA_Services_v020413_US_ENG Page 3 of 7 Mimi Trieu E-signed 2014-06-24 11:18AM PDT [email protected] Cloud Deal Manager :selected: Document Integrity Verified EchoSign Transaction Number: XATMZFLD372736K

Agreements and Modifications

9.1 You agree that the Master Agreement and the information which is incorporated into the Master Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the Products and/or Service Offerings ordered by You and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such Products and/or Service Offerings. 9.2 It is expressly agreed that the terms of the Master Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal or any other similar non-Oracle document and no terms included in any such purchase order, portal or other non-Oracle document shall apply to the Products and/or Service Offerings ordered. In the event of inconsistencies between the terms of any Schedule and these General Terms, the Schedule shall take precedence. In the event of any inconsistencies between the terms of an order and the Master Agreement, the order shall take precedence. The Master Agreement and orders may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of You and of Oracle. Any notice required under the Master Agreement shall be provided to the other party in writing.

Procurement and Legal Information

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Products. You agree that such export laws govern Your use of the Products (including technical data) and any Service Offerings deliverables provided under the Master Agreement, and You agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, Product and/or materials resulting from Service Offerings (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. You shall include the following notice on packing lists, commercial invoices, shipping documents TOMA_Services_v020413_US_ENG Page 4 of 7 Mimi Trieu E-signed 2014-06-24 11:18AM PDT [email protected] Cloud Deal Manager :selected: Document Integrity Verified EchoSign Transaction Number: XATMZFLD372736K and other documents used in the transfer, export or re-export of the Products and any Service Offerings deliverables: "These commodities, technology, software, or hardware (including any Integrated Software and Operating System(s)) were exported in accordance with U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export laws is prohibited."

Miscellaneous Provisions and General Terms

Neither of us 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 cancellation of any export, import or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Service Offerings 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 Products and Service Offerings ordered or delivered.

Agreements and Modifications

If You have a dispute with Oracle or if You wish to provide a notice under the Indemnification section of these General Terms, 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

Agreements and Modifications

You may not assign the Master Agreement or give or transfer the Programs, Operating System, Integrated Software and/or any Service Offerings or an interest in them to another individual or entity. If You grant a security interest in the Programs, Operating System, Integrated Software and/or any Service Offerings deliverables, the secured party has no right to use or transfer the Programs, Operating System, Integrated Software and/or any Service Offerings deliverables, and if You decide to finance Your acquisition of any Products and/or any Service Offerings, You will follow Oracle's policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights You may otherwise have with respect to the Linux operating system, third party technology or Separately Licensed Third Party Technology licensed under open source or similar license terms.

Miscellaneous Provisions and General Terms

16.1 Oracle is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. 16.2 If any term of the Master Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Master Agreement. 16.3 Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or relating to the Master Agreement may be brought by either party more than two years after the cause of action has accrued. 16.4 Products and Service Offerings deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications. 16.5 If requested by an authorized reseller on Your behalf, You agree Oracle may provide a copy of the Master Agreement to the authorized reseller to enable the processing of Your order with that authorized reseller. TOMA_Services_v020413_US_ENG Page 5 of 7 Mimi Trieu E-signed 2014-06-24 11:18AM PDT [email protected] Cloud Deal Manager :selected: Document Integrity Verified EchoSign Transaction Number: XATMZFLD372736K 16.6 The Uniform Computer Information Transactions Act does not apply to the Master Agreement or orders placed under it. You understand that Oracle's business partners, including any third party firms retained by You to provide consulting services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for nor bound by any acts of any such business partner unless (i) the business partner is providing services as an Oracle subcontractor in furtherance of an order placed under the Master Agreement and (ii) only to the same extent as Oracle would be responsible for the performance of Oracle resources under that order.

Miscellaneous Provisions and General Terms

The Effective Date of the Master Agreement is Jun 24, 2014 (DATE TO BE COMPLETED BY ORACLE) West Services Inc. MA - Oracle America, Inc, Mini TRien Signature Signature Mimi Trieu (Jun 24, 2014) Name FREDIL DIAZ Name Mimi Trieu Title VP, GLOBAL TECHNOLOGY SOURCING Title Cloud Deal Manager Signature Date 6/23/14 Signature Date Jun 24, 2014 CONTRACTS NOT ORACLE TOMA_Services_v020413_US_ENG Page 6 of 7 Mimi Trieu E-signed 2014-06-24 11:18AM PDT [email protected] Cloud Deal Manager :selected: Document Integrity Verified EchoSign Transaction Number: XATMZFLD372736K ORACLE

Technical Support and Services

You have ordered the Services listed below in the table and detailed in the attached exhibit(s), which are incorporated herein by reference. All fees on this ordering document are in US Dollars. Services Reference Fees Estimated Expenses Total Fees and Estimated Expenses* Time and Materials Services Exhibit 1 $13,750.00 $0.00 $13,750.00 Total $13,750.00 *Fees and expenses are in accordance with the referenced exhibit(s). All fees payable to Oracle are due within thirty (30) days from the invoice date. Invoices for Services performed under separate exhibits may be provided separately. Fees for any time and materials engagements listed above are estimated fees, as detailed in the referenced time and material services exhibit(s).

Miscellaneous Provisions and General Terms

1. Contact Information. Oracle Contracts Manager/Administrator: Name: Mimi Trieu Address: 500 Oracle Parkway Redwood Shores, CA 94065 Phone: 650-506-2320 Fax: Email: [email protected] Your Billing/Accounts Payable Contact: Name: Kim Culpepper Address: 530 5th Avenue New York, NY 10036 Phone: 212-548-7938 Fax: Email: [email protected] US_Eloqua_TOMA_OD_TME_WestServicesInc ._ 14-MAY-2014_1399099 Mimi Trieu E-signed 2014-06-24 11:18AM PDT [email protected] Cloud Deal Manager :selected: Document Integrity Verified Page 1 of 4 EchoSign Transaction Number: XATMZFLD372736K

Contractual Definitions and Interpretations

. In the event of any inconsistencies between (i) the Master Agreement and this ordering document, this ordering document shall take precedence, and (ii) this ordering document (excluding exhibits) and any attached exhibits, the exhibits shall take precedence.

Contractual Definitions and Interpretations

. 5.1 "Professional Services" means, collectively, the consulting and other professional Services which You have ordered under this ordering document. 5.2 "Services" for purposes of this ordering document shall have the same meaning as the term "Professional Services". Accordingly, notwithstanding any provision or interpretation of the Agreement to the contrary, for purposes of this ordering document, the term "Services" does not include any Cloud Services. 5.3 "Service Specifications" as used in the Agreement means any exhibit(s) attached to this ordering document. The offer is valid through August 31, 2014 and shall become binding upon execution by you and acceptance by Oracle. West Services Inc. Oracle America, Inc. Signature MIA Signature Mimi TRien Mimi Trieu (Jun 24, 2014) Name FREMAIL DIAZ Name Mimi Trieu Title VP, GLOBAL TECHNOLOGY SOURIRE Title Cloud Deal Manager Signature Date 6/23/14 Signature Date Jun 24, 2014 Effective Date Jun 24, 2014 (To be completed by Oracle) CONTRACTS NOT ORACLE US_Eloqua_TOMA_OD_TME_WestServicesInc ._ 14-MAY-2014_1399099 Page 2 of 4 Mimi Trieu E-signed 2014-06-24 11:18AM PDT [email protected] Cloud Deal Manager :selected: Document Integrity Verified EchoSign Transaction Number: XATMZFLD372736K ORACLE®

Fees, Expenses, and Invoicing

ORACLE CONTRACT INFORMATION Customer Name: West Services Inc. Ordering Document Number: US_OD_WestServicesInc. 14-MAY-2014 Exhibit Number: One (1) This exhibit incorporates by reference the terms of the ordering document specified above.

Scope and Deliverables

. Oracle will provide You with up to fifty (50) hours to assist You with the following Services: · Assist in creating Eloqua hosted landing pages based on provided HTML · Assist in creating multi-touch Eloqua Campaign templates for webinar and nurturing purposes · Assist in setting up an EventBrite cloud connector · Assist in creating Eloqua forms, including support for campaign tracking · Assist in making adjustments to SFDC integration to support new record types

Assumptions and Dependencies

. You acknowledge that Your timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from Your officers, agents, and employees, and suitably configured computer products (collectively, "cooperation") are essential to the performance of any Services as set forth in this exhibit. Oracle will not be responsible for any deficiency in performing Services if such deficiency results from Your failure to provide full cooperation. You acknowledge that Oracle's ability to perform the Services and any related estimate depends upon Your fulfillment of the following obligations and the following project assumptions:

Assumptions and Dependencies

· All services will be provided remotely · You will provide all HTML for emails, landing pages, and form landing pages

Fees, Expenses, and Invoicing

. The Services specified above are provided on a time and materials ("T&M") basis; that is, You shall pay Oracle for all of the time spent performing such Services, plus materials, taxes and expenses. The Services described above shall be provided at Oracle's standard consulting rates in effect when such Services are performed. Oracle's standard consulting rates are listed in Oracle's US price list; those rates which are in effect as of the effective date are listed below for Your convenience. Role Hourly Rate Sr. Practice/Tech Director $275.00 Practice/Tech Director $275.00 Practice/Tech Manager $275.00 Managing Principal Consultant $275.00 Senior Principal Consultant $275.00 Principal Consultant $275.00 Senior Consultant $275.00 Staff Consultant $275.00 All fees and expenses will be invoiced monthly. The fee estimate for labor performed under this exhibit is thirteen thousand, seven hundred & fifty dollars ($13,750.00); the estimate for travel and out of pocket expenses is an additional zero dollars ($0.00). These estimates and any other estimates related to this exhibit are intended only to be for Your budgeting and Oracle's resource scheduling purposes; these estimates do not include taxes. Oracle will invoice You for actual time spent performing the Services, plus materials, taxes and expenses; such invoice may exceed the total estimated amount documented above. Once fees for Services reach the estimate, Oracle will cooperate with You to provide continuing Services on a T&M basis. The parties acknowledge that temporary living reimbursements to Oracle provided resources(s) may be deemed compensatory under federal, state, and local tax laws if a resource's assignment in a particular location will exceed or has exceeded one year. Where reasonably possible, Oracle will plan with You to limit the duration of a resource's assignment in a particular location to less than one year. If the requirements of the Services are such that it becomes necessary for a resource's Services in a particular location to continue for a year or more and as a result, the reimbursement of such resource's living expenses are deemed compensatory for tax purposes, then, You agree to pay Oracle the amount of additional compensation provided to such resource to compensate for taxes imposed.

Termination and Renewal

Subject to the terms and conditions of this Agreement and during the Term, NetSuite shall make the Service available to Customer solely for Customer's and its Affiliates' Intemal business operations. The tanns of this Agreement shall also apply to updates, and upgrades subsequently provided by NetSulte to Customer for the Service. NetSuite shall host the Service and may update the functionality and user interface of the Service from time to time In its sole discretion and in accordance with this Agreement as part of its ongoing-mission to Improve the Service and customers' use of the Service.

Pricing and Quotes

The Service shall be ordered by Customer or its Affiliates pursuant to Estimates/Order Forma. Each Estimate/Order Form, the first one of which is attached hereto as Exhibit A, shall include at e minimum a Hladnig of the Service and any NetSuite Implementation services being ordered and the fees therefore. Except as otherwise provided on the Estimate/Order Form, each Estimate/Order Form. shall be; subject to the terms and conditions of this Agreement, For any order by Customer or its Affiliate for the benefit of Customer's Affiliate(s), the term "Customer" shall refer to Customer and such Affilate(s).

Miscellaneous Provisions and General Terms

Customer is responsible for all actlvldes conducted under its User logins and; for (la Users' compliance with this Agreement. Customer's use of the Service shall not include service bureau use, outsourcing; renting, reselling, sublicensing, concurrent use of a single User login, or time sharing of the Service. Customer shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer; reversa assemble, disassemble, or decompile the Service or any pan thereof or otherwise attempt to discover any source. code or modify the Service in any manner or form unless expressly allowed in the User Guide; (b) use unauthorized modified: versions of the Service, including. (without limitation) for the purpose of building a similar or competitiva product or service or for the purpose of obtaining unauthorized access to the Service (o) use:the Service In a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (d) publish, post, -upload or otherwise transmit Customer Data. that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routinas that are Intended to damage, detrimentally interfere with, suraptalously Intercept or expropriate any systems; data, personal information or property of another, or (e) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain. the security of the Service.

Fees, Expenses, and Invoicing

.4.1. Term of Agreement. The tam of this Agreement shall be for 24 montha commencing on 1-Dec-2011 ("Start Date") to: 30-Nov-2013 ("End Date") ('Initial Term'), unless otherwise specified on the Estimate/Order Form or earller terminated pursuant to Section 7.3, and the Teop shall be extended es set forth in subsequent Estimate/Order. Forms (each successive renewal term, a "Renewal Tam") (collectively "Term"). In the event that Customer has not delivered en Estimate/Order Form to NetSuite regarding the upcoming Renewal. Term prior to the expiration of the then-current term, the Ten shall; be automatically extended for successive Renewal Terms of che (1) yaar each unless either party provides written notice of non-renewal to the other at least thirty (30) days before such expiration. 4.2 Fase and Payment: Customer shall pay the fees as specified in attached Estimate No(s) .. 108+10 (Exhibit A), and In future:Estimates/Order Forms. In the event that NatSulte providos certain professional services to Customer, the professional services shall be provided by NetSulte pursuant to & NetSuite Professional Services Addendum attached fiereto as Exhibit B (the "PS'Addendum"), which, if applicable, is hereby fully incorporatediberain by reference, 189534 BAM 1-27-12 KEG 1/27/12- 4.21. During the Initial Term of this Agreement, Customer may add Users on a tiered fee schedule as shown below. The discount in each tier is independent of the other tiers such that growth into a higher tler does not alter the discount in the lower tier Discounts apply to NetSuite's then current list pricing: Total Number of Users Discount 1 to .150 24.0%: 151 to:250 28.0% 251 to:500 34.0%. 600 and up 39.0% Additionally, Customer may renew the items for three 12 month renewal terms at fees not to exceed an Increase of 5% per annum, applied to the discounted fees in effect at the end of the immediately preceding term. 4.2.2. Additional Users and other items purchased during a term will co-terminate with and be prorated through the NelSuite Subscription Services; Agreement (August 2011) Page 1 of 12 NetSuite.Confidential information NetSuite Subscription Services Agreement than current end date. Excluding Section 4.2:1 above, fees for the Service on all subsequent estimate/order forms and renewals shall be zet at then current NetSulte pricing, unless otherwise agreed to by the parties. 4.3. Taxes. NetSulta fees do not include any local, state, federal:or foreign taxes, levies or duties of any nature, including value-added, sales- use or withholding taxes ("Taxes"), Customer Is responsible for paying all Taxes, excluding only taxes based on NetSuite's net income. If NetSuite has the legal obligation to pay or collect Taxes for which Customer Is responsible under this Section, the appropriate amount shall be Invoiced to and paid by Custainer unleas Customer provides NetSuite with a valid tax exemption certificate. authorized by the appropriate taxing authority. 4.4. Lote Payments, Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.

Miscellaneous Provisions and General Terms

Customer agrees to the following terms of service; .5.1. Customer Must Have Internet Access. DSL, cable or another high speed Internet connection is required: for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer network to"the Service, Including; but not limited to; "browser" software that supports protocol used by NetSuite, including Secure Socket Layer (SSL) protocol or other protocols accepted by NetSuite, and' to follow logon procedures. for services that support such protocols. NetSuite is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software, or for any compromise of data. transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by NetSuite, NetSuite assumes no responsibility for the jeliability or performance of any connections as described In this Section; 8:2. Accuracy of Customer's Contact Information, Gustomer shall provide accurate, current and complete Information on Customer's legal business: name, address, email address and phone number, and maintain and `promptly update this information if it should change. 8.3 Emall and. Notices. Customer's email address for communication and notice purposes relating to this Agreement is:Ellen,[email protected] for subsequent email addresses as advised by Customer), Customer agrees to accept emails from NetSulte at the above e-mail address specified under this Section-6.3. NetSulte may provide any and all notices, statements, and other communications to Customer through elther e-mail, posting on the. NetSulle Subscription Services Agreement (August 2011). Page 2 of 12 NelSuite Confidential Information NetSulte Subscription Services Agreement Service (or other electronic transmission) or by:mall or express delivery service. NetSuhe recommends that the main and billing contact email addresses be:group addresses (such as-billingchcustomer.com) so that notices are reviewed promptly and not delayed :due to the absence of one individual. in addition, NetSuite may rely and act on all information and instructions provided to NetSuite from the above-specified e-mail address. 6.4. Users: Passwords, Access and Notification. Customer shall authorize access to and assign unique passwords and user names to the number of Users purchased by Customer on the Estimate/Order Form. User logins are for designated Users and cannot be shared or used by more than one User, but any User login, may be reassigned to "another Usar as needed. Customer will be responsible for the confidentiality and use of 'User's passwordy and user names. Customer will also be responsible for all Electronic Communications, Including-those containing business Information, account registration, account holder information, financial Information, Customer Data, and all other data of any kind contained within smalls or otherwise entered electronically through the Service.or under Customera account. NetSuite will act as though any Electronic Communications it receives under Customer's passwords, user name, and/or account number will bave been sent by Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify NetSuite of'any unauthorized access.or use of the Service and any loss or theft or unauthorized use of any User's password or name and/or Service, account numbers. 6.6. Customer's Lawful Conduct, The Service allowa Customer to send Electronic Communications directly to NetSuite and'to third parties. Customer shall comply with all'applicable local, state, federal, and foreign laws, trasties, reguletlana, and convention's in connection with its use of the Service; Including without limitation those related to privacy, electronic communications and:anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with-applicable Payment Card Industry Data Security Standards ("PCI DSS") requirements and shall store credit-card and social security data only in the designated fields for such data. Customer shall comply with the export laws and regulations of the United States and other-applicable Jurisdictions In using the Service and obteln any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. govemment list of persons or entities prohibited, from receiving exports, (Il) Customer shall not permit Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (id) Customer shall comply with all applicable laws regarding the transmission of technical data exported froin the United States and the country In which its Users are. located. . Customer will not send any Electronic.Communication from the Service thatils unlawful, harassing, Jibelous; defamatory or threatening: Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, Customer agrees not to access the Service by any means other than, through; the Interfaces that are provided by NetSulte. Customer shall not do any: "mirroring" or "framing" of any part of the Service, or creata Internet links to, the Service which Include log-in Information, user names, passwords, andfor secure cookies, Customer will not in any way express or Imply that any. opinions contained In Customer's Electronic Communications are endorsed:by NatSuite. Customer shall ensure that all access and use of the Service by. Users it In accordance with the terms and conditions of this Agreement, including but not limited to those Users that are contractors and agents, and Customer's Affiliates. Any action. or breach by any: of such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer's contractors', agents' or Affiliates' acts, omissions and noncompliance with this Agreement. 6.6. Transmission of Data, :Customer understands that the technical processing and transmission of Customer's Electronic Communications: Is fundamentally necessary to use of the Service. Customer expressly consents. to NetSuite's Interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understande that: Customer's Electronic Communications will involve transmission .over. the Internet, and over verlous networks, only part of which may be owned and/or operated by NetSuite, Customer further acknowledges. and understand that Electronic Communications may be accessed by unauthorized parties when communicated across the Intemet network communications facilities, telephone or other electronic means. NetSuite Is not responsible for any Electronic Communications and/or Customer Data- which are delayed, lost, altared, intercepied or stored during the transmission of any data whatsoever across networks not owned and/or operated by NetSuite, Including, but not limited to, the Internet and Customer's local network. 6.7. Third-Party Web Sites, Products and Services., NetSulte may offer certain Third Party, Applications for. sale under Estimate/Order Forms. Any purchase of such, Third Party Applications by Customer shall be subject to the terme specified In such Estimate/Order Forms. In addition, NatSuite (through the Service) or certain third party providers may offer links to other websites, resources, Third Party Applications or services, including Implementation, customization and other consulting services related to customers' use of the Service .. NetSuite does not warrant any such Third Party Applications or services except as set forth: In the Estimate/Order Form; whether or not euch Third Party .Applications are designated by NetSulte: as "certified,""approved", "recommended* or otherwise, or the services are provided by a third party that is a member of a NetSuite partner program, Any purchase by Customer of any Third Party Applications or services is solely between Customer and the applicable third party provider. NefSulte Subscription Servioss Agreement (August 2011): - - Page 3 of:12 NetSulte Confidential Information NetSuite Subscription Services Agmoment NetSuite la not responsible for the availability or the quality, accuracy, integrity, fitness, safety; reliability, legality, or any other aspect of such Third Party Applications or services that Customer may purchase or connect to through the Service, or any descriptions. promises or other information related to the foregoing. If Customer Installa or enables Third Party Applications or services for use with the Service, Customer agrees that NetSulte may: allow such third party providem to access Customer Data as required for tha Interoparation of such. Third Party Applications with the Service, and any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider. NetSulte shall not be responsible for any disclosure, modification or deletion of Customer Data: resulting from:any:such.access'by Third Party Applications or third party providers. No purchase of such Third Party Applicationis or services is required to use the Service. 6.5. NetSulte's Support As part of the Service, NetSuite will provide Customer with online User Guides, Knowledge Base and online help to assist Customer in its use of the Service. NetSulle also offers optional and "for fee" training classes, professional services consultation, and customer support services. Customer acknowledges that NetSuite has extensive experience helping Customers improve utilization and realization of benefits of the Service, and that not following the advice: of NetSuite and/or not engaging NetSuite or other NetSuite authorized. Impleinemation partner In; the provision of professional services may substantially Ilmit Customer's ability to successfully utilize the Service or to enjoy the power and potential of the Service. 8.9 .. Service Level. During the Term, the NalSuite Service will meet the service level specified In the "Service Level Commitment" listed on the NetSuite website located at www netsuite com/sid, or such other URL as specified by NetSuite, and any OpenAir Service acquired by Customer pursuant to an Estimate/Order Form will meet the. service level specified on the OpenAir website located at www.OpenAir.com/sic, or such other URL as specified by OpenAir, each of which: is hereby incorporated by reference:as applicable. In the event that NetSuite and/or OpenAir falls to achieve the applicable service level, Customer will be entitled, as its sole and exclusive remedy, to a credit In accordance with the toms set forth in the applicable Service Level Commitment. NetSuits's and OpenAir's respective system logs and other records shall be used for calculating any service level events. 8.10. Security. NetSuite shall maintain reasonable administrative,, physical and technical safeguards for the protection, confidentiality and Integrity of Customer Data. During the Term, NetSuite shall maintain PCI DSS compliance for the portions of the NetSuite Service that store and process. credit card data and shall ensure performance of an annual SAS70 Type Il audit". Customer may request a copy of NetSuite's final SAS70 Type 11 audit report once annually. "or similar third party audit to an established. Industry standard selected by NetBulto, 6.11. Modification : Diacontinuation of Service .. a. To the Service. NetSulte may make-modifications to the Service or particular componenta of the, Service from time to time. and will use. commercially reasonable efforts to notify Customer of any material modifications, NetSuite reserves the right to discontinue offering the Service at the conclusion of Customer's then current Term. NetSuite shall not be liable to Customer nor to any third party for any modification of the Service as described in this Section 8.11. b. To Applicable Terms, If NetSuite makes a material change to any applicable URL Terme, then NetSuite will notify Customer by either sending an email to the notification email address or posting a notice in the Administrator's instance of Customer's account. If the change has a matartel adverse Impact on Customer and Customer does not agree to the change, Customer must so notify NetSuite vie legalinetenteicom within thirty days after receiving holice of the change, If Customer notifies NetSuite as required, then Customer will remain governed by the URL Terms in effect Immediately: prior to the change. until the end of the then current term for the affected. Service. If the affected Service la renewed, it will be renewed under NetSuite's then current URL Terms.