ORDERING DOCUMENT (2)
Your Name CITY OF CLEARWATER Your Contact
Your Location 100 South Myrtle Avenue Phone Number
Clearwater Email Address
FL 33756-5520
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA
94065
Dan Mayer
727-562-4662
Daniel.mayer@myclearwater.com
Programs and Program Suort Services
Product Description i License Type Quantity List Fee Discount % Net Fee
Micro Focus International Ltd. Net Express COBOL for Windows for 2 Named 1
Users (Mfr is Microfocus; Third Party Program)
Software Update License & Support 28,800.00
6,336.00 28,800.00
6,336.00
Program and Program Support Fees 35,136.00 35,136.00
Fee Description Net Fee
Oracle Programs License Fees 28,800.00
Oracle Programs Support Fees 6,336.00
Total Fees 35,136.00
A. Agreement and Modifications to the Agreement
1. Agreement
This order incorporates by reference the terms of the Oracle License and Services Agreement 021510 ("agreement"). The defined terms in the agreement
shall have the same meaning in this order unless otherwise specified herein.
2. Ordered Programs and Services
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You have ordered the program licenses and 12 months of technical support services described above. These fees are in US dollars and exclusive of any
applicable shipping charges or taxes.
B. Terms Specific to Program(s); Software Update License & Support
1. Delivery and Installation
a. You are responsible for installation of the programs unless the programs have been pre-installed by Oracle on the hardware you are purchasing under the
order or you purchase installation services from Oracle with respect to such programs.
b. Oracle has made available to you for electronic download at the electronic delivery web site located at the following Internet
URL: hftp://edelivery.oracle.com the programs listed in the Programs and Program Support Services section of the order. Through the Internet URL, you
can access and electronically download to your location the current production release as of the effective date below of the software and related program
documentation for each program listed above. Provided that you have continuously maintained technical support for the programs listed above, you may
continue to download the software and related program documentation for the programs listed above. Please be advised that not all programs are available
on all hardware/operating system combinations. For current program availability please check the electronic delivery web site specified above. You
acknowledge that Oracle is under no further delivery obligation under this ordering document, electronic download or otherwise.
2. Program Specific Terms for the Psft and JDE Product Lines
a. Notwithstanding anything in the agreement to the contrary, (i) the license granted herein is limited for use by the licensed number of named users for the
purpose of performing compilation tasks; and (ii) only 1 instance of the Net Express for Windows compiler may be installed per named user. The license
granted herein is for use by an unlimited number of users for purposes other than performing compilation tasks, such as runtime use, and you may use any
number of Application Servers in connection with PeopleSoft programs. You may only use this program with PeopleSoft and JD Edwards programs that you
have licensed. "Named user" shall mean only 1 uniquely identified person having access to the program. More than one individual may not share named
user profiles. Notwithstanding anything herein to the contrary: (a) this third party program is a supportable program; and (b) technical support fees are the
rates in effect at the time of renewal, and are not dependent on the number of employees or revenues.
C. GENERAL TERMS
1. Commencement Date
a. All program licenses and the period of performance for all services for the programs are effective upon shipment of tangible media or upon the effective
date of the order if shipment of tangible media is not required.
2. Territory
a. The program licenses shall be for use as designated on each order. The program licenses and services described above are for use in the U.S.
3. Pricing Invoicing and Payment Obligation
a. In entering into payment obligations under the order, you agree and acknowledge that you have not relied on the future availability of any hardware,
program or updates. However, (a) if you order technical support for programs licensed under the order, the preceding sentence does not relieve Oracle of its
obligation to provide such technical support under the order, 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 the order and the agreement.
b. Once placed, your order shall be non-cancelable and the sums paid nonrefundable, except as provided in the agreement.
You may change a hardware order prior to shipment subject to the then current change order fee as established by Oracle from time to time. The applicable
change order fees and a description of allowed changes are defined in the Order and Delivery Policies, which may be accessed at
hftp://oracle.com/contracts.
c. In accordance with the agreement: (i) license fees are invoiced as of the commencement date; and (ii) service fees are invoiced after the performance of
the service; specifically, technical support fees are invoiced quarterly in arrears from the commencement date.
d. In addition to the prices listed on the order, Oracle will invoice you for any applicable freight charges or applicable taxes, and you will be responsible for
such charges and taxes notwithstanding any express or implied provision in the "Incoterms" referenced in the Order and Delivery Policies. The Order and
Delivery Policies may be accessed at hftp://oracle.com/contracts.
e. You understand that you may receive multiple invoices from us for the products and/or services you ordered.
4. Customer Reference
In consideration of the discounts granted to you under the order, Oracle may refer to you as a customer in sales presentations, marketing vehicles and
activities. In addition you agree to become part of Oracle's reference program by working with a representative from Oracle Marketing to develop a customer
profile for use on Oracle.com and for other promotional activities at Oracle's discretion. The profile will include a quote from an executive of your company
and your company's logo.
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5. Offer Validity
The offer is valid through 09-FEB-2011 and shall become binding upon execution by you and acceptance by Oracle
Countersigned:
Approved as to form:
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Assistant City Attorney
Effective Date: ( to be completed by Oracle )
CITY O EARWATER, F
Willi-am B. Horne II
City Manager ?dc
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Oracle America, Inc.
Signature:
Name:
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Signature Date: _
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5. Offer Validity
The offer is valid through 09-FEB-2011 and shall became binding upon execution by you and acceptance by Oracle.
Countersigned:
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a
A. Agreement Definitions
Oracle License and Services Agreement
"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.
B. Applicability of Agreement
This agreement is valid for the order which this agreement accompanies
C. Rights Granted
Upon Oracle's acceptance of your order, you have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in the ordering
document), limited right to use the programs and receive any services you ordered solely for your internal business operations and subject to the terms of this
agreement, including the definitions and rules set forth in the order and the program documentation. You may allow your agents and contractors (including,
without limitation, outsourcers) to use the programs for this purpose and you are responsible for their compliance with this agreement in such use. For
programs that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations,
such use is allowed under this agreement. If accepted, Oracle will notify you and this notice will include a copy of your agreement. Program documentation
is delivered with the programs, or you may access the documentation online at http://oracle.com/contracts. Services are provided based on Oracle's policies
for the applicable services ordered, which are subject to change, and the specific policies applicable to you, and how to access them, will be specified on your
order (except technical support services, which are as specified in section H of this agreement). Upon payment for services, you have the non-exclusive,
non-assignable, royalty free, perpetual, limited right to use for your internal business operations anything developed by Oracle and delivered to you under this
agreement; however, certain deliverables may be subject to additional license terms provided in the ordering document.
The services provided under this agreement may be related to your license to use programs which you acquire under a separate order. The agreement
referenced in that order shall govern your use of such programs. Any services acquired from Oracle are bid separately from such program licenses, and you
may acquire either services or such program licenses without acquiring the other.
D. Ownership and Restrictions
Oracle or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership and intellectual property rights to
anything developed and delivered under this agreement resulting from services. You may make a sufficient number of copies of each program for your
licensed use and one copy of each program media.
Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program documentation. Such third party
technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not under the
terms of this agreement.
You may not:
• remove or modify any program markings or any notice of Oracle's or its licensors' proprietary rights;
• make the programs or materials resulting from the services 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 services you have acquired);
• cause or permit reverse engineering (unless required by law for interoperability), 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);
• disclose results of any program benchmark tests without Oracle's prior written consent.
E. Warranties, Disclaimers, and Exclusive Remedies
Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year after
delivery (i.e. via physical shipment or electronic download). You must notify Oracle of any program warranty deficiency within one year after delivery. Oracle
also warrants that services ordered will be provided in a professional manner consistent with industry standards. You must notify Oracle of any services
warranty deficiencies within 90 days from performance of the deficient services.
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ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL
CORRECT ALL PROGRAM ERRORS.
FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY SHALL BE: (A) THE
CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT
SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES YOU PAID
TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM
LICENSE; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES YOU PAID TO ORACLE FOR
THE DEFICIENT SERVICES.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED
WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
F. Trial Programs
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.
G. Indemnification
If a third party makes a claim against either you or Oracle ("Recipient" which may refer to you or Oracle depending upon which party received the Material),
that any information, design, specification, instruction, software, data, or material ("Material") furnished by either you or Oracle ("Provider' which may refer to
you or Oracle depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost
and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court
to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable
law);
gives the Provider sole control of the defense and any settlement negotiations; and
gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated a third party's intellectual property rights, the Provider may choose to
either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these
alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the
Recipient may have paid to the other party for it and any unused, prepaid technical support fees you have paid to Oracle for the license. If you are the Provider
and such return materially affects Oracle's ability to meet its obligations under the relevant order, then Oracle may, at its option and upon 30 days prior written
notice, terminate the order. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the
Provider's user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been
avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent
that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Oracle
will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by
Oracle. Oracle will not indemnify you for infringement caused by your actions against any third party if the Oracle program(s) as delivered to you and used in
accordance with the terms of this agreement would not otherwise infringe any third party intellectual property rights. Oracle will not indemnify you for any
infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of this agreement (pursuant to a claim, demand, or
notice); or (2) your actions prior to the effective date of this agreement. This section provides the parties' exclusive remedy for any infringement claims or
damages.
H. Technical Support
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
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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.
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.
1. End of Agreement
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.
J. Fees and Taxes
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.
K. Nondisclosure
By virtue of this agreement, the parties may have access to information that is confidential to one another ("confidential information"). We each agree to
disclose only information that is required for the performance of obligations under this agreement. Confidential information shall be limited to the terms and
pricing under this agreement and all information clearly identified as confidential at the time of disclosure.
A party's confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party;
(b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the
disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other
party.
We each agree to hold each other's confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to
disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure. Nothing shall prevent
either party from disclosing the terms or pricing under this agreement or orders submitted under this agreement in any legal proceeding arising from or in
connection with this agreement or disclosing the confidential information to a federal or state governmental entity as required by law.
L. Entire Agreement
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
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Oracle. Any notice required under this agreement shall be provided to the other party in writing
M. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS
OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU
PAID ORACLE UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS OR SERVICES, SUCH LIABILITY
SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICES GIVING RISE TO THE LIABILITY.
N. Export
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
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.
0. Other
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 maybe
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.
P. Force Majeure
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.
Q. Definitions and Licensing Rules
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
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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.
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.
R. Licensing Rules for Oracle Technology Programs and Oracle Business Intelligence
You are responsible for ensuring that the following restrictions are not violated:
• Oracle Database Standard Edition can only be licensed on servers that have a maximum capacity of 4 sockets. Oracle Database Standard
Edition, when used with Oracle Real Application Clusters, may only be licensed on a single cluster of servers supporting up to a
maximum capacity of 4 sockets.
• Oracle Standard Edition One, Internet Application Server Standard Edition One and Portal Standard Edition One can only be licensed on servers
that have a maximum capacity of 2 sockets.
• WebLogic Server Standard Edition does not include WebLogic Server Clustering.
• Business Intelligence Standard Edition One can only be licensed on servers that have the ability to run a maximum of 2 sockets. The data
sources for BI Server and BI Publisher are limited to the included Oracle Standard Edition One, one other database, and any number of flat file
sources such as CSV, and XLS. You may use Oracle Warehouse Builder Core ETL to pull data from any number of data sources but you must
use only the included Oracle Standard Edition One as the target database.
• Informatica PowerCenter and PowerConnect Adapters may not be used on a standalone basis or as a standalone ETL tool. The Informatica
PowerCenter and PowerConnect Adapters may be used with any data source provided the target(s) are: (i) the Oracle Business Intelligence
applications programs (excluding Hyperion Enterprise Performance Management Applications), (ii) the underlying platforms on which the Oracle
Business Intelligence Suite Enterprise Edition Plus program, Oracle Business Intelligence Standard Edition One or associated components of
those Business Intelligence applications programs run, or (iii) a staging database for any of the foregoing. Informatica PowerCenter and
PowerConnect Adapters may also be used where the Oracle Business Intelligence applications programs (excluding Hyperion Enterprise
Performance Management Applications) are the source and non-Oracle Business Intelligence application programs are the target, provided, that
3520377 - 3. Clayton, Neta - Richard.Hammond Issued by Oracle America, Inc. 14-JAN-2011
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users do not use Informatica PowerCenter and PowerConnect Adapters to transform the data.
Programs that contain "for Oracle Applications" in the program name are limited use programs. These limited use programs may only be used
with "eligible" Oracle application programs that contain the following prefixes in the program name: Oracle Fusion, Oracle Communications',
Oracle Media, Oracle Retail", Oracle Enterprise Taxation`, Oracle Utilities", Oracle Financial Services`, Oracle FLEXCUBE, Oracle Reveleus,
Oracle Mantas, Oracle Healthcare', Oracle HealthSciences, Oracle Argus, Oracle Legal, Oracle Insurance and Oracle Primavera. All programs
in the Oracle Business Intelligence Applications Global Price List are eligible except those with program name prefix "Hyperion". For those
prefixes designated above with a "'" not all programs with that prefix are eligible for use with the "for Oracle Applications" limited use
programs. For a list of excluded programs please review the Applications Licensing Table, which may be accessed at
http://oracle.com/contracts. Any use of limited use programs containing "for Oracle Applications" by other Oracle applications or third party
applications is not permitted.
Oracle BPEL Process Manager Option for Oracle Applications may be used only to enable business processes, workflow interactions and
approvals within eligible Oracle Applications. Workflow interactions between eligible Oracle Applications and other Oracle Applications or third
party applications are allowed as long as they are enabled/initiated within the eligible Oracle Applications. Business Processes defined in BPEL
are allowed as long as at least one of the services invoked from within the Business Process access an eligible Oracle Application either natively
(via Web Services) or via an adapter.
Oracle Business Intelligence Foundation for Oracle Applications may be used only to perform query, reporting and analysis against a transaction
database, data warehouse or an Essbase OLAP cube if: (i) the transaction database is an eligible Oracle Applications transaction database itself
or an extraction, in whole or in part, of an eligible Oracle Applications transaction database, without transformation (query, reporting and analysis
against a transaction database that is not an eligible Oracle Applications transaction database requires a full use license of Oracle Business
Intelligence Foundation Suite); or (ii) the data warehouse is a pre-packaged eligible Oracle Applications data warehouse, with any customizations
necessary to reflect customizations made in the eligible Oracle Applications, and restricted only to the eligible Oracle Applications sources
(query, reporting and analysis against extensions to the data warehouse drawn from source systems not supported by the prepackaged data
warehouses require a full use license of Oracle Business Intelligence Foundation Suite); or (iii) the dimensions of each Essbase CLAP Cube are
sourced from eligible Oracle Applications.
Oracle WebLogic Suite for Oracle Applications may be used only as an embedded runtime for eligible Oracle Applications or to deploy
customizations made in Java to an eligible Oracle Application. The WebLogic global datasource or one of the WebLogic application datasources
must be configured to access the schema of an eligible Oracle Application.
Hyperion Data Integration Management, Hyperion Data Integration Management Team Based Development, and the Hyperion Data Integration
Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel are licensed by Computer. Each Computer license is limited to support the
use of up to 8 CPUs and each Computer license must be licensed in increments of 8 CPUs. Each core is recognized as a CPU. For computers
that have more than 8 CPUs, additional Computer licenses must be purchased based upon the amount of CPUs that you are using. For
example, if you are using Hyperion Data Integration Management on 12 CPUs, you need to purchase 2 Computer licenses; if you are using
Hyperion Data Integration Management on 17 CPUs, you need to purchase 3 Computer licenses. These programs may be used solely in
connection with moving data into and out of a Hyperion Data Store(s) (data/metadata repository(ies) delivered with the Hyperion
programs.) These programs may not be used to extract data from a non-Hyperion Data Store(s) to load a custom data warehouse (a data
warehouse not built solely from data from a Hyperion Data Store(s). The Hyperion Data Integration Management Computer license allows for
such program to 1) connect to the following relational databases only: Oracle, Sybase, IBM DB2, MS SQL Server and 2) source from and write
to an unlimited number of flat file/XML files. Hyperion Data Integration Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel must
be licensed separately to allow Hyperion Data Integration Management to connect to these additional sources.
The number of Hyperion program option licenses must match the number of licenses of the associated Hyperion program.
The license for the Hyperion Planning Plus program includes a limited use license for the Hyperion Essbase Plus, Hyperion Financial Reporting,
Hyperion Web Analysis and Oracle Data Integrator - Target Database programs. Such limited use license means that the Hyperion Essbase
Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs may only be used to access
data from the Hyperion Planning Plus program. Specifically, the Hyperion Essbase Plus program cannot be used to create Essbase cubes that
do not contain data used by the Hyperion Planning Plus program and the Aggregate Storage option component of the Hyperion Essbase Plus
program may not be used.
The license for the Hyperion Profitability and Cost Management program includes a limited use license for the Hyperion Essbase Plus, Hyperion
Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs. Such limited use license means that the
3520377 - 3. Clayton, Neta - Richard.Hammond Issued by Oracle America, Inc. 14-JAN-2011
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Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs may
only be used to access data from the Hyperion Profitability and Cost Management program. Specifically, the Hyperion Essbase Plus program
cannot be used to create Essbase cubes that do not contain data used by the Hyperion Profitability and Cost Management program and the
Aggregate Storage option component of the Hyperion Essbase Plus program may not be used.
The license for the Hyperion Data Relationship Management program includes a limited use license for both the WebLogic Server Standard
Edition and BPEL Process Manager programs. Such limited use license means that the WebLogic Server Standard Edition and BPEL Process
Manager programs may only be used to enable workflow functions in order to process requests within the Hyperion Data Relationship
Management program.
You may run only one data repository of the Oracle Real User Experience Insight per server regardless of the number of processors that are
licensed for a server.
Countersigned:
Approved as to form:
Assistant City Attorney
Effective Date (to be completed by Oracle )
CITY OF_4ARWATER, FLORJQA
By: 7/#/i- ?'
William B. Horne II
City Manager
Attest: S
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.
A
osemarie Call
City Clerk
Oracle America, Inc.
Signature
Name
Title
Signature Date
50
3520377 - 3. Clayton, Neta - Richard.Hammond Issued by Oracle America, Inc. 14-JAN-2011
Page 10 of 10
Hype r«n F-Ss age Plus,Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator-TarrJet C�atarrase programs rr
only used to auoess data fronr the,Hyperion Pro tak ility and Cost Management program. Speciiica3ly,the Hyperion Hssbase Prrts pf-ogltartt
carrot be used to create dssbase cub"that do not contain data used by the Hyperion Profitability and Cost Manauentent program and the
Aggregate Storage option comporent of the Hypetzon Pssbase:alas program may not ht,used.
* The lictnssa for the Hyperion Data Relationship Management;program includes a limited use.license for boli't the WebLog o Server Standard
EditirSn and 13PEL Process Manager programs Such lirnited use license means that the.Webl-og c Server Standard E=dition and BPEL Prct;ess
Manager programs may only be used to enable workflow functions in order to process requests within the Hyperion Data Relationship
Management program.
w You may rur,only one data repository of the Oracle Real User Experience Insight per server regardless of the number of processors that are
licensed for'a server,
t.4lJntersigneC9� Cl'�() '. A
Williams S.Horne it
City Manager
Approved as to farm: t °,
f Attest: � �
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!il-tia A nt City attorney
Rosemarie Call
City Clem.. M1
Oracle America,Inc. ���
Signature :' s,'
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Signature Date : �-� .�$ a
Effective Date (to be completed by Oracle /-'-c C
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3520377-3,Giaytcn Neta-Richard.Hammond
Issued by Oracle America,Inc.14-JAN-201'9
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