Terms & Conditions

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 “application programs” refers to the programs identified in the ASC Partner Network policies as the application programs.

The terms “cloud services”, “ASC cloud services” and “ASC Partner Network benefit cloud services” refer to, collectively, the ASC cloud services (e.g., ASC software as a service offerings and related ASC programs) ordered under this agreement and listed in your ASC Partner Network benefit cloud services order and defined in the service specifications. These terms do not include professional services.

The term “end user” refers to a third party that is licensed to use the programs for its own internal business operations.

The term “hardware” refers to the hardware equipment (including components, options and spare parts), operating system, integrated software and related software media listed in ASC’s price list. Hardware includes hardware documentation. Operating system and integrated software include any software updates acquired through technical support. Hardware or parts of it may be new or like new.

The term “Indemnified Material” refers to ASC programs, and solely with respect to the ASC Partner Network benefit cloud services, ASC content.

The term “ASC Partner Network” refers to the American Software Contracts LLC PartnerNetwork.

The terms “ASC PartnerNetwork policies” and “ASC policies” refer to the policies published by ASC on the ASC PartnerNetwork site (as defined below).

The terms “ASC PartnerNetwork site” and “ASC site” refers to the ASC PartnerNetwork website locatedat www.americansoftwarecontracts.comandwww.americansoftwarecontracts.com(log in, andaccess the Agreements and Policies).

The term “programs” refers to the software products owned or distributed by ASC which you order or download from ASC, program documentation and any program updates acquired through technical support.

The term “program documentation” refers to the program user manual and program installation manuals.

The term “services” refers to ASC technical support, education or other services which you use but does not include ASC cloud services.

The term “technology programs” refers to the programs identified in the ASC PartnerNetwork policies as the technology programs.

The term “value added package” refers to the hardware and/or software products and/or services having added value, which are developed, sold, provided, and/or licensed by you with the ASC programs, hardware, and/or services or value added sales assistance provided by you.

The following definitions apply only to ASC PartnerNetwork benefit cloud services (as defined in the section of this agreement entitled, “Test, Development and Demonstration License to American Software Contracts LLCASC PartnerNetwork Benefit Cloud Services”):

The term “development purpose” refers to the development and testing of interoperability between the ASC cloud services and the partner cloud services, as follows: you may develop or enhance partner cloud services software code that will work through published ASC cloud services application programming interfaces to enable interoperability between the ASC cloud services and partner cloud services (the “partner integration”).

The term “logins” refers to the passwords and/or other access information ASC provides to you to access the ASC content.

The term “ASC content” refers to: (a) the ASC cloud services, (b) ASC data, (c) ASC cloud services documentation, and (d) programs owned or licensed by ASC to which ASC grants you access as part of the ASC cloud services.

The term “ASC data” refers to all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, provided by ASC that reside in, or run on or through, the partner cloud services.

The term “ASC cloud services documentation” refers to the documentation and information owned or licensed by ASC to which ASC grants you access in connection with the American Software Contracts LLCASC PartnerNetwork benefit cloud services.

The term “ASC software” means any software agent, application or tool that ASC makes available to you for download specifically for purposes of facilitating your access to, operation of, and/or use with, the ASC cloud services.

The term “partner cloud services” refers to your service offerings, any partner technology, and/or other materials that you provide to ASC or your customers.

The term “partner data” refers to all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, provided by you that reside in, or run on or through, the ASC cloud services.

The term “promotional materials” refers to the pictures, screen shots, multimedia demonstrations and documentation created by you that depict or identify the connectivity and integration of the interoperating ASC cloud services and partner cloud services.

The term “proof of concept” refers to a non-production instance of the partner integration into which you have loaded the production data (or dummy data) of potential end users for the sole purpose of testing and demonstrating the effectiveness of the partner integration for a potential end user’s specific business needs. You may not use the partner integration for production purposes and you may not permit potential end users to directly access the ASC cloud services under a proof of concept.

The term “services specifications” refers to the following documents, as applicable to the ASC cloud services under your ASC PartnerNetwork benefit cloud services order: (a) the ASC Cloud Hosting and Delivery Policies, the program documentation, the ASC service descriptions; (b) ASC’s privacy policies; and (c) any other ASC documents that are referenced or incorporated into your order.

B. Membership and Benefits Overview
Following processing of your application for membership in ASC PartnerNetwork, if accepted, you will be notified that you have successfully enrolled for the annual term of this agreement. Each subsidiary that desires to be included in your membership in ASC PartnerNetwork must complete an application for membership as an associate member in accordance with the ASC PartnerNetwork policies. Following acceptance of each subsidiary’s application by ASC, each subsidiary shall be notified that such subsidiary has successfully enrolled for the annual term of this agreement as an associate member and will be included in the definition of “you” under this agreement. You agree that associate member(s) that are accepted into the ASC PartnerNetwork as set forth herein obtain their membership benefits, enablers, and rights through your ASC PartnerNetwork membership and are not granted an independent ASC PartnerNetwork membership. You are permitted to have associate member(s) as long as you continuously meet the applicable qualifiers in the ASC PartnerNetwork policies. If at any time you do not meet the qualifiers for your ASC PartnerNetwork membership in accordance with the ASC PartnerNetwork policies or your ASC PartnerNetwork membership changes and you are no longer permitted to have associate member(s) as part of your ASC PartnerNetwork membership, you agree that such associate member(s) will be removed from your ASC PartnerNetwork membership and may no longer use any ASC PartnerNetwork benefits and/or enablers.

Your membership in ASC PartnerNetwork is subject to your payment of the annual membership fees stated in the ASC PartnerNetwork policies. Your membership may change after the current annual term of this agreement if (1) you no longer meet the applicable qualifiers for your current membership or (2) you apply to change your membership. In the event your partner membership does change, you agree to pay the annual membership fees associated with your new membership. The schedule of membership fees, incorporated in this agreement, is subject to change and all membership fees are non-cancelable and non-refundable.

You will be given access to the ASC PartnerNetwork site as part of membership in ASC PartnerNetwork. You are responsible for compliance with the terms of this agreement. You are responsible for compliance with the Oracle.com Terms of Use accessed from the ASC PartnerNetwork site by anyone accessing the ASC PartnerNetwork site with your ASC PartnerNetwork company identifier, including without limitation your subsidiaries. You agree to defend and indemnify ASC against any claim arising out of a violation of your obligations and/or your subsidiaries’ obligations under this section.

You will be given access to the partner benefits and enablers set forth in the ASC PartnerNetwork policies that are applicable to your membership for the annual term of this agreement, provided that the applicable partner qualifiers and requirements set forth in the ASC PartnerNetwork policies are continuously met. The ASC PartnerNetwork policies are located on the ASC PartnerNetwork siteat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com(log in, andaccess the Agreements and Policies). The ASC PartnerNetwork policies incorporated in this agreement are subject to change and may contain additional terms. Please read the ASC PartnerNetwork policies carefully as they contain the specific terms applicable to ASC PartnerNetwork membership. Subject to the section of this agreement entitled Export, and the acceptance of your subsidiaries into ASC PartnerNetwork as associate members, your ASC PartnerNetwork membership is for all countries worldwide provided however, that you and each associate member’s will have access to the membership benefits and enablers only in the country in which you or the associate member is located.

You may allow your agents and contractors to use the programs and ASC cloud services for the purposes permitted by this agreement, and you are responsible for their compliance with this agreement. Program documentation will be delivered with the programs, or may be accessed online at http://oracle.com/contracts; ASC cloud services are described and governed by the service specifications. Services are provided based on ASC’s policy for the applicable services at the time they are ordered and those policies are subject to change.

C.      Technology Programs
Your use of any technology programs shall be subject to the terms set out in the ASC PartnerNetwork policies and the terms of this agreement. If you qualify for and satisfy the then-current ASC PartnerNetwork policies for the technology programs and comply with this agreement, you will be granted the rights below.

1.      Demonstration Licenses
If the ASC PartnerNetwork policies state that you will receive technology program demonstration licenses with your membership, ASCgrants you a non-exclusive, limited license to use the technology programs identified in the ASC PartnerNetwork policies to: (a) demonstrate the programs to potential end users solely in connection with your value added package; and (b) to provide training for employees and end users solely in connection with the value added package that you distribute pursuant to a distribution agreement with ASC. Your use of such demonstration licenses shall be subject to the terms of this agreement, the ASC PartnerNetwork policies, and the terms provided in the program documentation and license definitions and rules which you may access from the ASC PartnerNetwork siteat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com (log in, andaccess the Agreements and Policies).

2.      Development Licenses
If the ASC PartnerNetwork policies state that you will receive technology program development licenses with your membership, ASCgrants you a non-exclusive, limited license to use the technology programs identified in the ASC PartnerNetwork policies to: (a) demonstrate, develop or prototype your value added package for the intended commercial use of multiple end users; (b) provide technical support for employees and end users solely in connection with your value added package that you distribute pursuant to a distribution agreement with ASCthat authorizes you to provide technical support for the ASCprograms; and (c) provide training for the value added package to employees and end users to whom you have distributed the value added package pursuant to a distribution agreement with ASC. Development licenses may not be used to develop or administer your value added package for the exclusive use of a specific end user. Development licenses may be used to create a prototype or proof of concept of the value added package to secure an end user’s purchase of the programs. Development licenses may be used to develop a value added package for commercial use by end users as a hosted service or subscription service, provided however, that fees will be due to ASCupon your initial delivery of such hosted service or subscription service to any end user. Such fees shall be comprised of (a) annual technical support for such development licenses pursuant to ASC’s then-current price list and technical support policies; this fee is due regardless of any benefit granted pursuant to the ASC PartnerNetwork policies and is in addition to any end user technical support fees due pursuant to any applicable distribution agreement and (b) license fees for any additional licenses needed for delivery of such hosted service or subscription service. Your use of the development licenses shall be subject to the terms of this agreement the ASC PartnerNetwork policies, and the terms provided in the program documentation and license definitions and rules which you may access from the ASC PartnerNetwork siteat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com (log in, andaccess the Agreements and Policies).

D.      Application Programs
Your use of any application programs shall be subject to the terms set out in the ASC PartnerNetwork policies, and the terms of this agreement. If you qualify for and satisfy the then-current ASC PartnerNetwork policies for the application programs and comply with this agreement, you will be granted the rights below.

1.      Demonstration Licenses
If the ASC PartnerNetwork policies state that you will receive application program demonstration licenses with your membership, ASC grants you a non-exclusive, limited license to use the application programs identified in the ASC PartnerNetwork policies to: (a) demonstrate the programs to potential end users solely in connection with your value added package; and (b) provide training for the value added package to your employees. Your use of the demonstration licenses shall be subject to the terms of this agreement, the ASC PartnerNetwork policies, and the terms provided in the program documentation and license definitions and rules which you may access from the ASC PartnerNetwork siteat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com (log in, andaccess the Agreements and Policies).

2.      Integration Licenses
If the ASC PartnerNetwork policies state that you will receive application program integration licenses with your membership, ASCgrants you a non-exclusive, limited license to use the application programs identified in the ASC PartnerNetwork policies to integrate the application programs with your proprietary application program for your value added package. Integration licenses may not be used to develop or administer your value added package for the exclusive use of a specific end user. Integration licenses may be used to create a prototype or proof of concept of the value added package to secure an end user’s purchase of the programs. Your use of the integration licenses shall be subject to the terms of this agreement, the ASC PartnerNetwork policies, and the terms provided in the program documentation and license definitions and rules which you may access from the ASC PartnerNetwork siteat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com (log in, andaccess the Agreements and Policies).

E.      Program Delivery
ASChas made the programs available to you for electronic download at the electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com. 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 in the ASC PartnerNetwork policies. You and each associate member that receives program licenses pursuant to your ASC PartnerNetwork membership must obtain the programs directly from ASCand must access and electronically download to its location the programs identified in the ASC PartnerNetwork policies; you may not distribute the programs to any separate legal entity under this agreement. Your use of any programs that you download shall be subject to the terms set out in the ASC PartnerNetwork policies and the terms of this agreement. Provided that you have continuously maintained your membership in ASC PartnerNetwork, you may continue to download the software and related program documentation for the programs listed in the ASC PartnerNetwork policies. 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 ASCis under no further delivery obligation under this agreement, electronic download or otherwise. You shall be responsible for installation of the software.

F.      Technical Support
You will be given access to the technical support enablers set forth in the ASC PartnerNetwork policies that are applicable to your membership, provided that the applicable qualifiers and requirements set forth in the ASC PartnerNetwork policies are continuously met. These enablers are subject to change at ASC’s discretion. Technical support services are provided under ASC’s technical support policies in effect at the time the services are provided and are subject to those policies and the terms of this agreement. The technical support policies, incorporated in this agreement, are subject to change at ASC’s discretion; however, ASCpolicy changes will not result in a material reduction in the level of services provided for the supported programs during the period for which your ASC PartnerNetwork membership is valid. You should review the technical support policies and you may access the current version of the technical support policies at www.americansoftwarecontracts.com / www.americansoftwarecontracts.com (log in, andaccess the Agreements and Policies).

G.      Methodology and Engagement Materials
Your use of the ASCconsulting methodologies and engagement materials for the programs and related documentation (“methodologies”), which are further defined in the ASC PartnerNetwork policies, shall be subject to the terms below.

As further described in the ASC PartnerNetwork policies, ASCmay grant to you a non-exclusive, non-transferable, limited license to use and to make an unlimited number of copies of the methodologies, subject to the ASC PartnerNetwork policies, for the following purposes: (a) to use the methodologies in connection with the implementation of programs for your end users who have acquired valid licenses for such programs; (b) to provide training to your employees in use of the methodologies; (c) to demonstrate the methodologies to end users; and (d) to copy the methodologies for archival or backup purposes. You may allow your agents and contractors to use the methodologies for these purposes, subject to the terms of this agreement. All titles, trademarks, and copyright and restricted rights notices contained in the methodologies shall be reproduced in any copies of the methodologies. All copies of the methodologies shall be subject to the terms of this agreement.

H.      Test, Development and Demonstration License to American Software Contracts LLCASC PartnerNetwork Benefit Cloud Services:
If the ASC PartnerNetwork policies state that you will receive ASCcloud services with your membership, ASCgrants you the right to order ASCcloud services for your use as set forth in the ASC PartnerNetwork policies and below. In the event that you do qualify and choose to order such ASCcloud services pursuant to an ASC PartnerNetwork benefit cloud services order, you may only use the ASCcloud services as set forth in the ASC PartnerNetwork benefit cloud services order subject to the ASC PartnerNetwork policies and terms set forth below. At all times during the services period for the ASC PartnerNetwork benefit cloud services order, you must maintain a current valid ASCPartnerNetwork membership and meet the required qualifiers set forth in the ASC PartnerNetwork policies to receive the ASCcloud services. In the event you do not meet these requirements at any time during the services period set forth in the ASC PartnerNetwork benefit cloud services order, the services period and your right to use the ASCcloud services will immediately terminate.

1.      Use of the Services
Upon entering into the ASC PartnerNetwork benefit cloud services order, ASCgrants you a nontransferable, nonexclusive, worldwide, royalty-free, limited license during the services period set forth therein to: (a) access and use the ASCcontent and, subject to the terms and conditions of the section of this agreement entitled Logo License, the ASClogos, solely for the development purpose and to demonstrate and market the interoperability of the ASCcloud services with the partner cloud services, including but not limited to the development of the promotional materials, the development of the partner integration and making a reasonable number of copies of the ASCcloud services documentation; (b) access and use the ASCcontent to present a proof of concept of the partner integration to potential end users, (c) provide training to your employees and end users to whom you have distributed the valuae added package on the interoperability of the ASCcloud services with the Partner cloud services and (d) copy, translate, broadcast, transmit, distribute, exhibit, perform, publish, display and demonstrate the promotional materials solely to demonstrate and market the interoperability of the ASCcloud services with the partner cloud services.

You may not, and may not cause or permit others to (a) use the ASCcloud services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred, or harm; send unsolicited bulk e-mail, junk mail, spam, or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the ASCcloud services; (c) perform or disclose any performance or vulnerability testing of the ASCcloud services without ASC’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the ASCcloud services; (d) use the ASCcloud services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). In addition to the other rights that ASChas in the Agreement and the ASC PartnerNetwork benefit cloud services order, ASChas the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy.

During the applicable services period of the ASC PartnerNetwork benefit cloud services order, ASCmay update the ASCcloud services and the services specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practice, patterns of system use, and availability of third party content. ASCupdates to the ASCcloud services will not materially reduce the level of performance, functionality, security or availability of the ASCcloud services during the services period of the ASCbenefit cloud services order.

2.      User Accounts
ASCmay provide logins to enable you to access the ASCcontent under the ASC PartnerNetwork benefit cloud services order. Logins may only be used for the sole purpose of accessing and using the ASCcontent as provided in the ASC PartnerNetwork benefit cloud services order. You are responsible for maintaining the confidentiality of the logins and account information provided by ASC. You are responsible for all activities that occur under the logins or accounts provided by ASCor as a result of your access to the ASCcontent. You will promptly notify ASCwith reasonable security details if (a) additional logins are needed for the ASCcontent, (b) particular logins provided by ASCare no longer being used or need to be replaced or (c) the security of any logins or accounts provided by ASChave been compromised, including but not limited to the unauthorized use or disclosure of the logins or user accounts provided by ASC.

3.      Data
ASCmakes no assurances that any of the partner data will be secured or that such data will remain confidential. Accordingly, ASCadvises that you not place any personal information, confidential information or other sensitive or production data into the ASCcloud services. You acknowledge that the ASCcloud services are not designed for use with personal information, confidential information or other sensitive or production data (including business content). As used herein, “personal information” shall have the same meaning as the term “personal data”, “personally identifiable information (PII)” or the equivalent term under applicable data protection law. The ASCData Processing Agreement for ASCServices does not apply to any ASCcloud services or partner data under this agreement.

ASCRESERVES THE RIGHT AT ITS SOLE DISCRETION TO DELETE, AT ANY TIME AND FOR ANY REASON, ANY CONTENT, APPLICATION OR SOFTWARE IN THE ASC CLOUD SERVICES, INCLUDING BUT NOT LIMITED TO ANY PARTNER DATA. ANY CONTENT, APPLICATION OR SOFTWARE MAY BECOME PERMANENTLY LOST IF SO DELETED. ASChas no obligation to monitor the partner data, but at its sole discretion, may access, monitor, and/or review your activity, and the partner data in the ASCcloud services. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all partner data.

You will not include any production data in the partner data or use the ASCcontent for any commercial purpose except as specifically provided in in this agreement and your ASC PartnerNetwork benefit cloud services order.

You will obtain at your sole expense any rights and consents from third parties necessary for the partner data and any other third party content or vendors’ products provided by you that you use with the ASCcloud services, including such rights and consents as necessary for ASCto provide the ASCcloud services under the ASC PartnerNetwork benefit cloud services order.

4.      Branding and Marketing
When demonstrating the ASCcontent and/or the promotional materials to any actual or potential partners or end users, you shall indicate that the ASCcontent is licensed from ASC, and you will not alter, remove or obscure any of ASC’s branding, copyright notices or indications of origin visible in the demonstration of the ASCcontent or promotional materials. If requested by ASC, you will provide ASCwith copies of the promotional materials created and/or modified by you and will address any modifications proposed by ASC. If the parties are unable to reach an agreement on any such modifications, you will terminate any and all use of the associated promotional materials subject to your survival rights as set forth below.

5.      Third Party Web Sites, Content, Products and Services
The ASCcloud services may enable the addition of links to Web sites and access to material, products, and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Except as specifically provided in the ASC PartnerNetwork benefit cloud services order, (a) ASCis not responsible for any third party Web sites or third party material provided on or through the ASCcloud services and (b) each party bears all risks associated with the access and use of such Web sites and third party material, products and services.

6.      Unsolicited Communication
You agree that you will not send unsolicited communication to third party participants through any ASCcloud services channel (email, instant messaging, documents, etc.).

7.      ASCSoftware
ASCmay provide you with the ability to obtain certain ASCsoftware for use with the ASCcloud services. If we provide ASCsoftware to you and do not specify separate terms for such software, then such ASCsoftware is provided as part of the ASCcloud services and you have the non-exclusive, worldwide, limited right to use such ASCsoftware, subject to the terms of this agreement (except for separately licensed elements of the ASCsoftware, which separately licensed elements are governed by the applicable separate terms), solely to facilitate your use of the ASCcloud services. You may allow your users to use the ASCsoftware for this purpose, and you are responsible for their compliance with the license terms. Your right to use any ASCsoftware will terminate on the earlier of our notice (by web posting or otherwise) or the end of the ASCcloud services associated with the ASCsoftware. Notwithstanding the foregoing, if ASCsoftware is licensed to you under separate terms, then your use of such software is governed by the separate terms. Your right to use any part of the ASCsoftware that is licensed under the separate terms is not restricted in any way by this agreement.

8.      Suspension
We may suspend your access to or use of the ASCcloud services if we believe (a) there is a significant threat to the functionality, security, integrity, or availability of the ASCcloud services or any content, data, or applications in the ASCcloud services; (b) you are accessing or using the ASCcloud services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, we will provide you with advance notice of any such suspension. We will use reasonable efforts to re-establish the ASCcloud services promptly after we determine that the issue causing the suspension has been resolved.

I.      Hardware and Additional ASCResources
Subject to ASC’s approval and in its sole discretion, you may be authorized to obtain hardware with a limited right to demonstrate such hardware to third parties and/or to develop your value added hardware package. Your right to demonstrate hardware or use hardware to develop your value added package shall be subject to the terms of this agreement and additional written terms required by ASC.

From time to time, during the term of this agreement, ASCmay provide you with access to ASCmarketing materials, technical support materials, consulting materials, and other software or services (“additional ASCresources”). Your use of the additional ASCresources shall be subject to the terms of this agreement, those terms set out in the ASCPartnerNetwork policies, and any additional written terms posted on the ASCPartnerNetwork site or other ASCwebsite related to the additional ASCresources.

J.      Ownership and Restrictions
ASCor its licensors retain all ownership and intellectual property rights to the programs, methodologies, ASCcloud services, and ASCcontent. ASCretains all ownership and intellectual property rights to anything developed by ASCand provided to you under this agreement (“deliverables”), and any additional ASCresources. The programs, methodologies, deliverables, ASCcloud services, ASCcontent and additional ASCresources are collectively referred to herein as the “ASCproperty.” You may make a sufficient number of copies of each program for your licensed use and one copy of each program media. All other rights are reserved, and this agreement does not grant any rights, whether by implication, estoppel, or otherwise, other than those rights specifically described in this agreement.

The programs may contain or require the use of third party technology. ASCmay provide certain notices to you in the program documentation, readmes or notice files and that apply to such third party technology. For clarity, the existence of a notice does not affect the terms under which third party technology is licensed to you.

Third party technology will be licensed to you either under the terms of this agreement or, if specified in the program documentation, readmes or notice files, under separate license terms (“separate terms”). Third party technology licensed under separate terms and not under the terms of this agreement is referred to as “separately licensed third party technology.” Notwithstanding any other terms of this agreement, your rights to use (including without limitation the right to distribute) such separately licensed third party technology under the separate terms are not restricted in any way by this agreement.

You may not:

remove, modify or obscure any program markings, proprietary markings, or any notice of ASC’s or its licensors’ proprietary rights in the ASCproperty;
license, sell, rent, lease, transfer or assign or otherwise make the ASCproperty 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 ASCproduct you have acquired) or reproduce, display, disclose, distribute or use the ASCcontent or promotional materials except as expressly set forth in this agreement or an ASC PartnerNetwork benefit cloud services order;
create derivative works, cause or permit reverse engineering (unless required by law for interoperability), disassembly, or decompilation of ASCproperty (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs, ASCcloud services, or ASCcontent);
disclose results of any program benchmark tests without ASC’s prior written consent;
use the ASCproperty in a manner that misrepresents your relationship with ASCor is otherwise misleading or that reflects negatively on ASC;
use the ASCproperty for your own internal business operations;
access or use the ASCcontent or promotional materials in order to build or support, and/or assist a third party in building or supporting, products or services competitive to ASC;
engage in any conduct that may be detrimental to ASCor to the ASCproperty; or
enter into any agreement which requires you to take any actions that are in conflict with the terms of this agreement.
If you desire to use the ASCproperty for any use other than the use allowed under this agreement, including but not limited to the right to distribute the programs or ASCcloud services, you must enter into an appropriate agreement with ASCto acquire the necessary rights.

K.      Warranties; Disclaimers and Remedies
ASCwarrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year from delivery (i.e., via physical shipment or electronic download). You must notify ASCof any program warranty deficiency within one year from delivery. ASCalso warrants that services will be provided in a professional manner consistent with industry standards. You must notify ASCof any services warranty deficiencies within 90 days from performance of the deficient services. ASCwarrants that during the services period for the cloud services we will perform the cloud services using commercially reasonable care and skill in all material respects as described in the services specifications. If the cloud services provided to you were not performed as warranted, you must promptly provide us with written notice that describes the deficiency in the cloud services (including, as applicable, the service request number notifying us of the deficiency in the cloud services).

ASCDOES NOT WARRANT THAT THE PROGRAMS OR CLOUD SERVICES WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT ASCWILL CORRECT ALL PROGRAM OR CLOUD SERVICES ERRORS. ASCDOES NOT WARRANT THAT THE PROGRAMS OR CLOUD SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ASCIS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE CLOUD SERVICES THAT ARISE FROM PARTNER CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.

FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ASC’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ASCCANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID TO ASC; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES; OR, IF ASCCANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THOSE SERVICES AND RECOVER THE FEES YOU PAID TO ASCFOR THOSE SERVICES. FOR ANY BREACH OF THE CLOUD SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ASC’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT CLOUD SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED CLOUD SERVICES THAT YOU PRE-PAID UNDER AN ASC PARTNERNETWORK BENEFIT CLOUD SERVICES ORDER FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

NOTWITHSTANDING THE ABOVE, ALL CONTENT PROVIDED BY ASCON THE ASC PARTNERNETWORK SITE IS PROVIDED BY ASCON AN “AS IS” AND “AS AVAILABLE” BASIS. ASCDOES NOT GUARANTEE THAT THE CONTENT PROVIDED BY ASCON THE ASC PARTNERNETWORK SITE WILL PERFORM ERROR-FREE OR UNINTERRUPTED. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ASC PARTNERNETWORK SITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND ASCSHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT PROVIDED BY ASCON THE ASC PARTNERNETWORK SITE.

TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

L.      Indemnification
If a third party makes a claim against you that any Indemnified Material infringes its intellectual property rights based on your authorized use of the Indemnified Material in accordance with the terms of this agreement, ASCwill indemnify you against the claim if you do the following:

notify the General Counsel, ASCLegal Department, promptly in writing, not later than 30 days after you receive notice of the claim (or sooner if required by applicable law);
give ASCsole control of the defense and any settlement negotiations; and
give ASCthe information, authority, and reasonable assistance ASCneeds to defend against or settle the claim.
If ASCbelieves or it is determined that any of the Indemnified Material may have violated someone else’s intellectual property rights based on your authorized use of the Indemnified Material in accordance with the terms of this agreement, ASCmay choose to either modify the Indemnified 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, ASCmay end the license for the applicable Indemnified Material and refund any unused, prepaid technical support fees you have paid to ASC. ASCwill not indemnify you if you alter Indemnified Material or use it outside the scope of use identified in the program documentation or services specifications or if you use a version of the Indemnified Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Indemnified Material which was provided to you. ASCwill not indemnify you to the extent that an infringement claim is based upon products or services not provided by ASC. ASCwill not indemnify you to the extent that an infringement claim is based on any third party content or material from a third party portal or another external source that is accessible or made available to you within or by the ASCcloud services (e.g. a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, marketing data from third party data providers, etc.). ASCwill not indemnify you to the extent that an infringement claim is based upon the combination of any Indemnified Material with any products or services not provided by ASC. ASCwill not indemnify you for infringement caused by your actions against any third party if the Indemnified Material as delivered to you and used by you in accordance with the terms of this agreement would not otherwise infringe any third party intellectual property rights. ASCwill 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. If a third party makes a claim against ASCthat any information, design, specification, instruction, software, data, or material (“material”) furnished by you to ASCunder this agreement infringes their intellectual property right, you will indemnify ASC.

Solely with respect to separately licensed third party technology that is part of the programs and is used: (1) in unmodified form; (2) as part of the programs; (3) in accordance with the license grant for the relevant programs and all other terms and conditions of this agreement, and (4) in compliance with any of the separate terms that require (i) provision of notices in the form and to the extent provided by ASC, (ii) distribution of specified source code (in the form and to the extent such source code is provided by ASC), and/or (iii) distribution of the separately license third party technology under the separate terms in the form and to the extent provided by ASC, ASCwill provide indemnification for separately licensed third party technology to the same extent as ASCis required to provide indemnification for the programs under the terms of this agreement. ASCwill provide indemnification for third party technology that is part of the programs and not separately licensed third party technology to the same extent as ASCis required to provide indemnification for the programs under the terms of this agreement.

This section provides your exclusive remedy for any infringement claims or damages.

M.      Term, Termination & Renewal
This agreement shall remain in effect for one (1) year from the membership start date shown in the notification to you of your acceptance as a member of ASC PartnerNetwork. This agreement may be terminated by either party for any reason and at any time by providing thirty (30) days prior written notice to the other party. 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, including but not limited to your failure to pay the membership fees as required herein, then the breaching party is in default and the non-breaching party may terminate this agreement. If you become insolvent, substantially cease conducting business, make a general assignment for the benefit of creditors, or suffer or permit the appointment of a receiver for your business or assets, then ASCmay terminate this agreement. If ASCends this agreement as specified in this paragraph, you must pay within 30 days from notification of the termination all amounts which have accrued prior to such end, as well as all sums remaining unpaid for programs and/or services received under this agreement plus related taxes and expenses. If ASCends the license for a program under the Indemnification section, you must pay within 30 days from notification of the termination all amounts remaining unpaid for services related to such license plus related taxes and expenses. Except for nonpayment of fees or if the breach is of a nature which cannot be corrected, 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 the ASCproperty. Notwithstanding the terms of the section entitled Entire Agreement ASCmay terminate this agreement and your membership in ASC PartnerNetwork if you breach the terms of any agreement under which you are permitted to distribute ASCprograms.

Upon termination or expiration of this agreement, you shall cease to be a member of ASC PartnerNetwork and all of your rights to receive the services detailed in this agreement and the ASC PartnerNetwork policies and to use the ASCproperty shall cease. Upon termination or expiration of this agreement you shall cease using, and shall return or destroy, all copies of the applicable ASCproperty and shall return, destroy, or refrain from using any information regarding marketing or sales opportunities provided by ASC.

In order for you or any of your associate member(s) to continue to participate in the ASC PartnerNetwork, you must at all times during the term of this agreement comply with the qualifiers applicable to your ASC PartnerNetwork membership. The ASC PartnerNetwork membership qualifiers applicable to you are subject to change at any time at ASC’s sole discretion. You acknowledge and agree it is your responsibility to review the membership qualifiers for changes to ensure continuous compliance with such qualifiers during the term of this agreement. You agree to ensure that your associate member(s) review the qualifiers applicable to their associate membership(s) and are in continuous compliance during the term of this agreement. ASCwill review your compliance, and your associate member(s)’ compliance, with the qualifiers periodically, but no less than once a year prior to renewal of your ASC PartnerNetwork membership in accordance with the ASC PartnerNetwork policies locatedat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com (log in, andaccess the Agreements and Policies). ASCwill notify you and/or your associate member(s) in writing if either you or your associate member(s) are no longer in compliance with the qualifiers for any reason, including but not limited to a change in such qualifiers. The non-compliant entity shall have 90 days from the date of ASC’s notice to correct such non-compliance. If the non-compliance is not corrected within such 90 days, then ASCmay immediately terminate this agreement as to you and/or the non-compliant entity upon written notice to you and the affected associate member(s).

Any renewal of this agreement shall be subject to ASC’s standard terms and fees in effect at such time and shall be at ASC’s sole discretion. You may apply for renewal of your membership in ASC PartnerNetwork by on-line electronic acceptance of the terms of the then current ASC PartnerNetwork agreement, and ASCwill notify you if it accepts your application for renewal. ASCmay notify you of its intent to renew your membership in ASC PartnerNetwork for an additional one year term at your then current ASC PartnerNetwork membership (assuming you continue to meet the applicable qualifiers for your membership). By paying the annual fee for the renewal term, you confirm your agreement to the ASCPartnerNetwork Agreement terms in effect on the date of your renewal and acknowledge that your membership will be extended for an additional one year term. Provisions that survive termination or expiration are those relating to limitation of liability, payment, and others which by their nature are intended to survive.

N.      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 methodologies, the content accessible on the ASC PartnerNetwork site, logins, the terms 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 (1) is or becomes a part of the public domain through no act or omission of the other party; (2) 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; (3) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (4) 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. In addition, you agree that you may not disclose to investors or potential investors information regarding ASC’s financial performance or your company’s financial performance specifically related to ASCprograms and/or services without prior written consent from ASC’s Investor Relations group. Nothing shall prevent (1) either party from disclosing the terms or pricing under this agreement in any legal proceeding arising from or in connection with the terms of this agreement, (2) ASCfrom disclosing to an ASCVAD information about the status of your membership in the ASCPartnerNetwork or this agreement, or (3) either party from disclosing the confidential information to a federal or state governmental entity as required by law.

O.      Logo License
To promote your relationship with ASCunder this agreement, ASCgrants you a non-exclusive, non-transferable right to use the ASClogos made available to you as set forth in the ASC PartnerNetwork policies (the “logos”), provided that you continuously meet the applicable qualifiers and requirements set forth in the ASC PartnerNetwork policies. ASCmay modify any of the logos from time to time and you shall stop using any prior version following any such modification. Your use of the logos shall strictly comply with ASC’s Logo and Advertising Template Guidelines set forthat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com (log in, andaccess the Agreements and Policies), which may be modified from time to time. You shall not use the logos in a manner that misrepresents your relationship with ASCor is otherwise misleading, or that reflects negatively on ASC. All products and services in connection with which you use the logos shall conform to ASC’s quality standards and meet or exceed industry standards. You shall cooperate with ASCto allow for review of your use of a logo and compliance with ASC’s quality standards. If ASC, in its sole discretion, determines that your use of a logo is not in compliance with this agreement, you shall promptly modify or discontinue your use of the logo as directed by ASC. ASCmay change the logos and Logo and Advertising Template Guidelines, and, upon reasonable notice from ASC, you shall promptly modify your use of the logos to conform to any such changed logo or Logo and Advertising Template Guidelines. You acknowledge that you are granted no rights with respect to ASCtrademarks except as expressly set forth herein, and agree that any use of ASCtrademarks (including the “logos”) by you shall inure to the sole benefit of ASC. You agree to provide reasonable assistance to ASCin connection with the protection and prosecution of ASCtrademarks. You agree not to use ASCtrademarks or potentially confusing variations of ASCtrademarks (including “Ora”) as a part of any of your trademarks, product names, service names, company name, or Internet addresses.

P.      Relationship of the Parties
In all matters relating to this agreement you will act as an independent contractor. The relationship between ASCand you is that of licensor/licensee. This agreement does not create a partnership, joint venture, agency, employee/employer, lobbyist/lobbyist employer relationship, or franchisee/franchisor relationship between the parties. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. You acknowledge that in your delivery of any computer consulting services to end users you are not acting as ASC’s agent and you agree to state the same in any services agreement you enter into with such end users. Nothing in this agreement shall be construed to limit either party’s right to independently develop or distribute software that is functionally similar to the other party’s product, so long as proprietary information of the other party is not included in such software or used to create such software.

Q.      Opt-in to Marketing
As a member of ASC PartnerNetwork, you will need to know about membership and participation in ASC PartnerNetwork, new related products and services, conferences, events, and training. Notwithstanding any selection to opt out of receiving electronic marketing from ASCthat you may make during your registration, your participation in ASC PartnerNetwork will serve as an opt-in to receive ASCmarketing that may be deemed relevant to ASCpartners. You are responsible for providing any notices and obtaining any consents, if required, from any persons who are signed up to ASC PartnerNetwork on your behalf.

R.      Privacy and Data Protection
The parties agree that they may share contact information regarding their respective employees, partners, customers and prospects in connection with the performance of the agreement, and that such information, including but not limited to contact name, phone number and username, may constitute personal information under applicable data protection laws (“contact personal information”).

The parties shall use contact personal information only for purposes consistent with the terms of this agreement. Each party will act as a data controller with regard to use and processing of contact personal information and comply with their respective data controller obligations under applicable data protection laws (including providing all relevant notices and obtaining any consents required to share contact personal information with the other party).

Each party shall implement appropriate security measures designed to protect contact personal information under its control. In the event either party determines that contact personal information received from the other party has been subject to misappropriation or accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access that compromises the security, confidentiality or integrity of such information (“security incident”), it will notify the other party without undue delay.

Any transfers of contact personal information subject to data transfer restrictions in the EU/EEA or Switzerland, including through its affiliates, subcontractors or other third parties, shall be subject to the terms of (a) the Standard Contractual Clauses for Controller to Controller Transfers based on European Commission Decision 2004/915/EC; or (b) other appropriate transfer mechanisms in accordance with applicable data protection laws.

To the extent you provide personal information to ASC(other than necessary contact information regarding your respective employees, partners, customers and prospects in connection with the performance of this agreement) as part of ASC’s provision of any technical support services under this Agreement, ASCwill comply with the following:

the relevant ASCprivacy policies applicable to the technical support services, available at http://www.oracle.com/us/legal/privacy/overview/index.html;
the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management, available at http://www.oracle.com/us/corporate/contracts/; and
the applicable version of the ASCData Processing Agreement for ASCServices. The version of the Data Processing Agreement applicable to such services is available at http://www.oracle.com/dataprocessingagreement and is incorporated herein by reference. The ASCData Processing Agreement for ASCServices does not apply to education services, ASCData Cloud services, or ASC PartnerNetwork cloud services. Your order for services may also contain additional or more specific privacy terms.

T.      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 an URL or referenced policy), together with any applicable additional written terms posted on the ASC PartnerNetwork site related to the ASCproperty you receive from ASCunder this agreement and any applicable ASCordering document or online ordering system, are the complete agreement for the ASCproperty and your membership in ASC PartnerNetwork, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the ASCproperty and your membership in ASC PartnerNetwork. 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 order with ASCshall supersede the terms in any purchase order or other non-ASCdocument or non-ASConline ordering system and no terms included in any such purchase order or other non-ASCdocument or non-ASConline ordering system shall apply to the programs and/or services ordered. This agreement and any order with ASCmay not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through ASC PartnerNetwork by authorized representatives of you and ASC. Any notice required under this agreement shall be provided to the other party in writing.

U.      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. ASC’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS ASCPARTNERNETWORK AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE ANNUAL MEMBERSHIP FEES YOU PAID ASCFOR THE RELEVANT YEAR DURING WHICH A CLAIM IS MADE EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. FOR PURPOSES OF THE ASCCLOUD SERVICES ONLY, ASC’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE ASCCLOUD SERVICES, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO ASCFOR SUCH ASCCLOUD SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

V.      Export
Export laws and regulations of the United States and other relevant local export laws and regulations apply to the programs and ASCContent. You agree that such export control laws govern your use of the programs (including technical data), ASCContent, 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. You acknowledge that the ASCcloud services are designed with capabilities for you and your users to access the services without regard to geographic location and to transfer or otherwise move your content between the ASC cloud services and other locations such as user workstations. You are solely responsible for the authorization and management of user accounts across geographic locations, as well as export control and geographic transfer of your content.

W.      Other

1.   This agreement is governed by the substantive and procedural laws of the State of United States and you and ASC 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.

2.   If you have a dispute with ASC, or if you wish to provide a notice under the section entitled Indemnification of this agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to: American Software Contracts LLC, 1394 Juneau Court, Tucker Georgia, 30084, Attention: General Counsel, Legal Department.

3.   You may not assign this agreement or give or transfer the ASC property or an interest in such ASC property 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.

4.   Except for actions for nonpayment or breach of ASC’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, ASC may audit your use of the ASC property. Any such audit shall not unreasonably interfere with your normal business operations. You agree to cooperate with ASC’s audit and provide reasonable assistance and access to information including but not limited to relevant books, records, agreements, servers, technical personnel, and order reporting systems. You agree to pay within 30 days of written notification any fees applicable to your use of the ASCproperty in excess of your license rights. If you do not pay, ASC can end your technical support, licenses, your ASC PartnerNetwork membership and this agreement, and/or may choose not to accept your application to renew this agreement at such time of renewal. You agree that ASCshall not be responsible for any of your costs incurred in cooperating with the audit.

6.   ASCshall not have any liability to you for any claims made by third parties arising out of your use of ASCtrademarks (including the “logos”). You agree to indemnify ASCfor any loss, liability, damages, cost or expense (including attorneys’ fees) arising out of any claims which may be made against ASCarising out of your use of the logos where such claim relates to your activities, products or services. Notwithstanding the above, you shall have no obligation to indemnify ASCwith respect to a claim of trademark or copyright infringement based upon your use of the logos as expressly permitted under this agreement.

7.   You agree to comply with the terms of the ASCPartner Code of Conduct and Business Ethics, which is availableat www.americansoftwarecontracts.com / www.americansoftwarecontracts.com(log in, andaccess the Agreements and Policies). You agree that any violation of this section constitutes just cause for the immediate termination by ASCof this agreement without any liability incurred by ASCto you.

8.   The Uniform Computer Information Transactions Act does not apply to this agreement.

X.      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; pandemic, 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 and/or hardware delivered or cloud services or services provided.

Y.      Termination of Prior Agreement
Notwithstanding the terms of any prior ASCPartnerNetwork Agreement you have entered into with ASC, as of the effective date of this agreement you agree and acknowledge that any prior ASCPartnerNetwork Agreement including all addenda, schedules, attachments and amendments thereto, if any, is terminated and that the terms and conditions of this agreement shall govern all matters within the subject matter of this agreement.