Common use of AGENCY TERMS Clause in Contracts

AGENCY TERMS. 20.1 This Section 20 will only apply to Your orders for Services to be used by or on behalf of a Client. 20.2 If agreed to by the parties in an Ordering Document, You may order and distribute the Services to the Client(s). For such orders with a Client, You have the non-exclusive, limited right to distribute the Services to the Client during the Services Period of that order, unless earlier terminated in accordance with this Agreement or the order, solely for the Client’s marketing and advertising activities or other purposes permitted in Your order (“Client Purpose”). The Client may not resell the Services or any portion thereof. 20.3 You agree to: (i) enter into a legally binding end user agreement with the Client which requires the Client to comply with all terms of this Agreement and the applicable order; (ii) promptly inform Oracle if You are aware of any breach of such end user agreement by the Client; and (iii) enforce the terms of such end user agreement between You and the Client. 20.4 You are responsible for the Client’s compliance with this Agreement and applicable order(s). The Client is not a third party beneficiary of this Agreement between You and Oracle. You are solely responsible for all payment obligations under this Agreement and Your order involving a Client. 20.5 You agree that You will keep accurate books and records in connection with Services used for Clients under this Schedule D. Upon forty-five (45) days written notice, Oracle may audit Your distribution of the Services, reporting obligations, and compliance with this Section. 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. a. Third party providers of Branded Data (as defined in Your order) provide recommended pricing for their Branded Data, and You are responsible for updating Branded Data prices after Oracle provides notice of suggested pricing changes. b. You agree to have a Code of Conduct that is substantially similar to the terms in Oracle’s Partner Code of Conduct available at xxxx://xxx.xxxxxx.xxx/partners/en/how-to-do-business/opn-agreements-and- policies/019520.pdf.

AGENCY TERMS. 20.1 This Section 20 will only apply to Your orders for Services to be used by or on behalf of a Client. 20.2 If agreed to by the parties in an Ordering Document, You may order and distribute the Services to the Client(s). For such orders with a Client, You have the non-exclusive, limited right to distribute the Services to the Client during the Services Period of that order, unless earlier terminated in accordance with this Agreement or the order, solely for the Client’s marketing and advertising activities or other purposes permitted in Your order (“Client Purpose”). The Client may not resell the Services or any portion thereof. 20.3 You agree to: (i) enter into a legally binding end user agreement with the Client which requires the Client to comply with all terms of this Agreement and the applicable order; (ii) promptly inform Oracle if You are aware of any breach of such end user agreement by the Client; and (iii) enforce the terms of such end user agreement between You and the Client. 20.4 You are responsible for the Client’s compliance with this Agreement and applicable order(s). The Client is not a third party beneficiary of this Agreement between You and Oracle. You are solely responsible for all payment obligations under this Agreement and Your order involving a Client. 20.5 You agree that You will keep accurate books and records in connection with Services used for Clients under this Schedule D. Upon forty-five (45) days written notice, Oracle may audit Your distribution of the Services, reporting obligations, and compliance with this Section. 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. a. Third party providers of Branded Data (as defined in Your order) provide recommended pricing for their Branded Data, and You are responsible for updating Branded Data prices after Oracle provides notice of suggested pricing changes. b. You agree to have a Code of Conduct that is substantially similar to the terms in Oracle’s Partner Code of Conduct available at xxxx://xxx.xxxxxx.xxx/partners/en/how-to-do-business/opn-agreements-and- xxxx://xxx.xxxxxx.xxx/partners/en/how-to-do-business/opn- agreements-and-policies/019520.pdf.