Common use of AGENT TERMS Clause in Contracts

AGENT TERMS. This Agent Terms section will only apply if the Services under this Agreement or Your order will be used by or on behalf of a Client. 20.1 Except as otherwise stated in Your order, You and Your Client(s) have the non-exclusive, non-assignable, limited right to access and use the Services (or deliverables thereof) during the Services Period defined in Your order, unless earlier terminated in accordance with this Agreement or Your order, solely for Your Client’s marketing and advertising activities or other purposes permitted in Your order (“Client’s Purpose”). You and Your Client(s) may not resell the Services or any portion thereof. 20.2 You agree: i. You are responsible for Your Clients’ compliance with this Agreement and Your order; ii. Your Client is not a third-party beneficiary of this Agreement or any order between You and Oracle; iii. You will enter into a legally binding end user agreement with Your Client that requires Your Client to comply with all terms of this Agreement (including without limitation, privacy, data protection, Rules, and all restrictions on the use of the Services) and Your order (including Service Specifications); iv. In no event will You grant access or usage rights, or make commitments regarding functional or technical aspects of the Services, that are broader than those set forth in this Agreement or Your order (including the Service Specifications); v. You will enforce the terms of such end user agreement between You and Your Client; vi. You are solely responsible for all payment obligations under this Agreement and Your order; and vii. You will promptly inform Oracle if You are aware of any breach of such end user agreement by Your Client. 20.3 Furthermore, You agree that You will keep accurate books and records in connection with Services used for Clients under this Agreement and Your order. Upon forty-five (45) days written notice, Oracle may audit Your distribution of the Services, reporting obligations, and compliance with this Agreement and Your order. 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. 20.4 If You are using the Services on behalf of a Client expressly identified in Your order and You cease using the Services on behalf of such identified Client during the Services Period of such order, then You will promptly (but in no event longer than five (5) days after the date You had ceased using the Services) give written notice to Oracle specifying the date on which such use ceased (the “Use Termination Date”). Your order and all rights to use and access the Services will automatically terminate effective as of the Use Termination Date. Termination of the Services will not affect Your payment obligations under Your order and You agree to pay to Oracle within (30) days after the Use Termination Date an amount equal to the total unpaid fees contracted under Your order for the duration of the full Services Period of such order (i.e. without giving effect to any early termination). 20.5 Oracle may change pricing for Oracle Data (except Branded Data) once per calendar quarter by providing notice (email acceptable) to You. Any pricing changes will be effective at the start of the following quarter. Third party providers of Branded Data (as defined in the Service Specifications) provide recommended pricing for their Branded Data, and You are responsible for updating Branded Data prices after Oracle provides notice of suggested pricing changes. 20.6 You agree to have a Code of Conduct that is substantially similar to the terms in Oracle’s Partner Code of Conduct available at xxxxx://xxx.xxxxxx.xxx/corporate/citizenship/values-ethics.html.

AGENT TERMS. 20.1 This Agent Terms section Section 20 will only apply if the Services under this Agreement or to Your order will for Services to be used by or on behalf of a Client. 20.1 Except as otherwise stated 20.2 If agreed to by the parties in Your orderthe Ordering Document, You may order and Your distribute the Services to the Client(s) ). For such order for a Client, You have the non-exclusive, non-assignable, limited right to access and use distribute the Services (or deliverables thereof) to the Client during the Services Period defined in Your of that order, unless earlier terminated in accordance with this Agreement or Your the order, solely for Your the Client’s marketing and advertising activities or other purposes permitted in Your order (“Client’s Purpose”). You and Your Client(s) The Client may not resell the Services or any portion thereof. 20.2 20.3 You agree: i. You are responsible for Your Clients’ compliance with this Agreement and Your order; ii. Your Client is not a third-party beneficiary of this Agreement or any order between You and Oracle; iii. You will agree to: (i) enter into a legally binding end user agreement with Your the Client that which requires Your the Client to comply with all terms of this Agreement (including without limitation, privacy, data protection, Rules, and all restrictions on the use of the Services) and Your order (including Service Specifications); iv. In no event will You grant access or usage rights, or make commitments regarding functional or technical aspects of the Services, that are broader than those set forth in this Agreement or Your order (including the Service Specifications); v. You will enforce the terms of such end user agreement between You and Your Client; vi. You are solely responsible for all payment obligations under this Agreement and Your applicable order; and vii. You will (ii) promptly inform Oracle if You are aware of any breach of such end user agreement by Your the Client; and (iii) enforce the terms of such end user agreement between You and the Client. 20.3 Furthermore, 20.4 You are responsible for the Client’s compliance with this Agreement and applicable order. 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 Agreement and Your orderAgreement. Upon forty-five (45) days written notice, Oracle may audit Your distribution of the Services, reporting obligations, and compliance with this Agreement and Your orderSection 15. 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. 20.4 If You are using the Services on behalf of a Client expressly identified in Your order and You cease using the Services on behalf of such identified Client during the Services Period of such order, then You will promptly (but in no event longer than five (5) days after the date You had ceased using the Services) give written notice to Oracle specifying the date on which such use ceased (the “Use Termination Date”). Your order and all rights to use and access the Services will automatically terminate effective as of the Use Termination Date. Termination of the Services will not affect Your payment obligations under Your order and You agree to pay to Oracle within (30) days after the Use Termination Date an amount equal to the total unpaid fees contracted under Your order for the duration of the full Services Period of such order (i.e. without giving effect to any early termination). 20.5 Oracle may change pricing for Oracle Data (except Branded Data) once per calendar quarter by providing notice (email acceptable) to You. Any pricing changes will be effective at the start of the following quarter. 20.6 Third party providers of Branded Data (as defined in the Service SpecificationsYour 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. 20.6 20.7 You agree to have a Code of Conduct that is substantially similar to the terms in Oracle’s Partner Code of Conduct available at xxxxx://xxx.xxxxxx.xxx/corporate/citizenship/values-ethics.htmlxxxx://xxx.xxxxxx.xxx/partners/en/how-to-do-business/opn-agreements-and- policies/019520.pdf.