Public Sector Oracle End User Agreement

This End User License Agreement and the Public Sector Supplemental Terms and Conditions set forth in Exhibit A (collectively, the “End User Agreement”) governs Client’s access and use of the Oracle Third-Party Solutions set forth on this Order and any prior Order Form in effect as of the Order Effective Date.

  1. Client’s use of the Oracle Third-Party Solutions and/or hardware is subject to this End User Agreement.
  2. Client’s use of the Oracle Third-Party Solutions is limited to the internal business operations of the public sector end user subject to the terms of the End User Agreement, including the license definitions and rules set forth in the program documentation, and the Partner Ordering Policy. Client may permit agents or contractors (including, without limitation, outsourcers) to use the Oracle Third-Party Solutions Client’s behalf for the purposes set forth in the End User Agreement, subject to the terms of such agreement, provided that Client remains responsible for the agent’s, contractor’s, and outsourcer’s compliance with the End User Agreement in such use.  For Oracle Third-Party Solutions that are specifically designed to allow Client’s customers and suppliers to interact with Client in the furtherance of Client’s internal business operations, such use may be allowed under the End User Agreement.  Oracle’s license definitions and rules are subject to change and are available on the OPN Portal at http://www.oracle.com/corporate/contracts/contract–documents/license–definitions–html.
  3. Client’s use of the operating system delivered with the hardware governed and restricted by the terms of the license delivered with the hardware, and Client shall use such operating system only as incorporated in, and as part, of the hardware.
  4. Client shall only use the integrated software, which is defined as software embedded in the hardware that is essential to hardware functionality (e.g., firmware) subject to the terms of the End User Agreement and only as incorporated in, and as part of, the hardware.
  5. Ancillary Oracle Third-Party Solutions, defined as those third party materials specified in the program documentation, may only be used for the purposes of installing or operating the Oracle Third-Party Solutions with which the Ancillary Oracle Third-Party Solutions are delivered.
  6. Oracle or its licensor retains all ownership in the intellectual property rights to the Oracle Third-Party Solutions, hardware, operating system, and integrated software. Title to the Oracle Third-Party Solutions shall not pass to Client.
  7. Third party technology that may be appropriate or necessary for use with some Oracle Third-Party Solutions and/or hardware is specified in the Oracle Third-Party Solutions documentation and/or hardware documentation. Such third-party technology is licensed to Client under the terms of the third party technology license agreement specified in the Oracle Third-Party Solutions documentation and/or hardware documentation and not under the terms of the End User Agreement.
  8. The hardware and integrated software are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or operation of a nuclear facility, and use of the hardware and/or integrated software for these purposes is prohibited.
  9. Client shall not assign, give, or transfer the Oracle Third-Party Solutions, operating system, integrated software, and/or any services ordered or an interest in them to another individual or entity (in the event Client grants a security interest in the programs, operating system, integrated software, and/or any services, the secured party has no right to use or transfer the programs, operating system, integrated software, and/or any services). If Client decides to finance its acquisition of the Oracle Third-Party Solutions, operating system, integrated software, and/or any services, Client must follow Oracle’s policies regarding financing, which are available at https://www.oracle.com/products/financing/policies.html.
  10. Client is prohibited from (a) use of the Oracle Third-Party Solutions for rental, timesharing, subscription service, hosting, or outsourcing; (b) the removal or modification of any Oracle Third-Party Solutions or hardware markings or any notice of Oracle’s or its licensors’ proprietary rights; (c) making the programs, operating system, integrated software 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 Oracle Third-Party Solutions license); and (d) passing title to the programs, operating system, and/or integrated software to any other party.
  11. Client is prohibited from reverse engineering (unless required by law for interoperability), disassembly, or decompilation of the Oracle Third-Party Solutions (the foregoing prohibition includes but is not limited to review of data structures or similar material produced by Oracle Third-Party Solutions), operating system, and/or integrated software and prohibit duplication of the Oracle Third-Party Solutions, operating system, and/or integrated software except for a sufficient number of copies for Client’s licensed use and one copy of each program media.
  12. Client is restricted from use of any additional programs that Oracle may include with the programs ordered for trial, non-production purposes only. Client may not use such additional programs included with an order to provide training or attend training provided by you or a third party on the content and/or functionality of the Oracle Third-Party Solutions.  Client has 30 days from the delivery date to evaluate the additional programs, subject to the terms of the end user license agreement.  If Client decides to use any additional programs after the 30 day trial period, Client must obtain a license for such programs from WellSky.  If Client decides not to obtain a license for the additional programs after the 30 day trial period, Client will cease using and will delete any such programs from Client’s computer systems.  Additional programs included with an order are provided “as is” and Oracle does not provide technical support or offer any warranties for these programs.
  13. Technical support, if ordered from Oracle, is provided under Oracle’s technical support policies in effect at the time the services are provided. Oracle’s technical support policies can be accessed at https://www.oracle.com/support/policies.html. Client acknowledges that Oracle’s technical support policies are incorporated into the End User Agreement by reference.  If Client decides not to purchase technical support at the time of the license and/or hardware purchase, then Client will be required to pay reinstatement fees to Oracle in accordance with Oracle’s current technical support policies if Client decides to purchase support at a later date.
  14. Any third party firms retained by Client to provide computer consulting services are independent of Oracle and are not Oracle’s agents. Neither WellSky nor Oracle shall be liable for nor bound by any acts of any such third party firm.
  15. Some Oracle Third-Party Solutions may include source code that Oracle may provide as part of its standard shipment of such programs, which source code shall be governed by the terms of the End User Agreement.
  16. Hardware, if purchased, includes Oracle’s hardware warranty in effect at the time the hardware is purchased. Oracle’s hardware warranty can be accessed at https://www.oracle.com/support/policies.html.
  17. ORACLE DISCLAIMS, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ORACLE’S LIABILITY FOR (A) ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, AND (B) ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE ARISING FROM THE USE OF THE ORACLE THIRD-PARTY SOLUTIONS.
  18. At the termination of the agreement, Client shall discontinue use and destroy or return to WellSky all copies of the programs and documentation.
  19. Publication of any results of benchmark tests run on the programs and/or hardware is strictly prohibited.
  20. Client shall comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Oracle Third-Party Solutions, the hardware, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws.
  21. Oracle shall not perform any obligations nor incur any liability not previously agreed to by Oracle.
  22. WellSky has the right to audit Client’s use of the Oracle Third-Party Solutions, and Client shall provide reasonable assistance and access to information in the course of such audit.  WellSky may report the audit results to Oracle or to assign the right to audit Client’s use of the Oracle Third-Party Solutions to Oracle.  Oracle shall not be responsible for Client costs incurred in cooperating with the audit.
  23. Client agrees that Client has not relied on the future availability of any hardware, Oracle Third-Party Solutions, or updates in entering into the End User Agreement; however, (a) if Client orders technical support from Oracle for the Oracle Third-Party Solutions, the preceding sentence does not relieve Oracle of its obligation to provide updates under such 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 Client for any Oracle Third-Party Solutions licensed under the End User Agreement, per the terms of such End User Agreement.
  24. Oracle is a third party beneficiary of the End User Agreement.
  25. The Parties agree that the Uniform Computer Information Transactions Act does not apply.

 

EXHIBIT A

PUBLIC SECTOR SUPPLEMENTAL TERMS AND CONDITIONS

 

THESE PUBLIC SECTOR SUPPLEMENTAL TERMS AND CONDITIONS (“SOFTWARE STCs”) SHALL APPLY TO THE ORACLE SOFTWARE PROGRAMS AND/OR SERVICES THAT YOU ORDER FROM THE CONTRACT HOLDER (“WELLSKY”).  THESE SOFTWARE STCs SHALL TAKE PRECEDENCE OVER ANY CONFLICTING TERMS IN ANY NON-ORACLE ORDER OR ORDERING DOCUMENTATION.  THESE SOFTWARE STCs ARE CONSIDERED PART OF THE SCHEDULE OF SUPPLIES/SERVICES IN YOUR ORDER TO WELLSKY.

A. Definitions

“You” and “Your” refers to the ordering activity that has ordered programs, and/or services from WellSky under the Contract.

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 “contract” refers to your contract or ordering document with WellSky.

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 annual technical support services which you have ordered.

B. Rights Granted

Upon WellSky’s acceptance of your order, you have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in your order with WellSky), limited right to use the programs and receive any services you ordered solely for your internal ordering activity operations and subject to the terms of these, including the Oracle License Definitions and Rules, the order, the contract 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 these Software STCs, including the Oracle License Definitions and Rules, the order, the contract and the program documentation 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.

C. 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 by Oracle and delivered under your order 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 the contract or these Software STCs.

You may not:

  • use the programs in a rental, timesharing, subscription service, hosting or outsourcing capacity;
  • 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), operating system or integrated software; or
  • disclose results of any program benchmark tests.

 

D. Warranties, Disclaimers and Exclusive Remedies

For the sake of clarity, this is the Oracle manufacturer’s warranty; nevertheless, it shall be accessed by you through WellSky.

Oracle warrants 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 Oracle of any program warranty deficiency within one year from delivery.  ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS.

Oracle also warrants that services 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.

FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND WELLSKY’S AND ORACLE’S ENTIRE LIABILITY SHALL BE:  (A) ORACLE’S 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 PAID TO ORACLE THROUGH WELLSKY FOR THE PROGRAM LICENSE DISTRIBUTED TO YOU; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES PROVIDED BY ORACLE; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THOSE SERVICES AND RECOVER THE FEES PAID TO ORACLE THROUGH WELLSKY FOR THE DEFICIENT SERVICES PROVIDED BY ORACLE TO YOU.  TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE ABOVE ITEMS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

E. Technical Support

Technical support consists of annual technical support services you may have ordered or will order for the programs, including support renewals.  Support must be ordered pursuant to a valid End User License Agreement such as these Software STCs.  Bug fixes, security fixes and any updates received shall be provided under the terms of the license agreement that You accepted upon ordering the programs.

If ordered, annual technical support (including first year and all subsequent years) for programs is provided under Oracle’s technical support policies in effect at the time the services are provided.  The technical support policies, incorporated herein, 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 technical support has been ordered.  You should review the policies prior to entering into an order for the applicable services.  You may access the current version of the technical support policies at http://www.oracle.com/us/support/policies/index.html.  The technical support policies state that, “global customer support services and systems are not designed to accommodate special security controls that may be required to store or process certain types of sensitive data.”  Accordingly, as stated in the technical support policies, You agree not to submit any health, payment card, or other controlled or sensitive data that require protections greater than those specified in the Oracle Global Customer Support Security Practices to Oracle as part of any service request.  Software Update License & Support (or any successor technical support offering to Software Update License & Support, “SULS”) acquired with your order may be renewed annually through a reseller that is expressly authorized to distribute support renewals.  The order with WellSky will specify your SULS fee for the first renewal year should you renew SULS for the same number of licenses for the same programs as contained in the original order; the fee for SULS for the second renewal year will not increase by more than 4% over the prior year’s fees.  If you elect not to purchase technical support at the time that the program is ordered, then you may be required to pay reinstatement fees in accordance with Oracle’s technical support policies in effect at the time of reinstatement if you decide to purchase technical support at a later date.  Technical support for programs is effective upon shipment of tangible media or upon the effective date of the order if shipment of tangible media is not required.

Invoices for technical support services shall be submitted by WellSky on a quarterly basis (unless otherwise specified in the order) after the completion of such period.

Notwithstanding anything in Oracle’s technical support policies to the contrary, you may discontinue technical support at the end of any current technical support term and, at any time thereafter, reinstate technical support by executing an order for such services with WellSky.  If you decide to reinstate technical support, you must pay a reinstatement fee.  The reinstatement fee shall be the amount that would have been paid by the ordering activity for the past support period had technical support not lapsed.  In addition to the reinstatement fee described in the preceding sentence, you must pay the technical support fee for the new support period.  This technical support fee for the new support period is computed as follows:  (i) if technical support lapsed, then the technical support fee for a twelve month support period shall be the last annual technical support fee you paid for the relevant program; (ii) if you never acquired technical support for the relevant program, then the annual technical support fee shall be the fee that would have been charged if support had been ordered originally for the relevant program per Oracle’s Support pricing policies in effect at the time of reinstatement.  Renewal adjustments may be applied to the annual support fee described in (i) and (ii) above.

 

F. Intellectual Property Indemnification

 If someone makes a claim against 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 (including U.S. or foreign patent, trademark and copyright), the Provider will indemnify the Recipient against the claim to the extent permitted by law 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;
  • gives the Provider control of the defense, with input from Recipient, 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 someone else’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 for it.  If you are the Provider and such return materially affects Oracle’s ability to meet its obligations under the relevant order (e.g., impairs Oracle’s ability to perform due to a work statement, schedule or cost impact), then Oracle may, at its option and upon 30 days prior written notice, request termination of 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, or if the Recipient continues to use the applicable Material after the end of the license to use that Material.  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 the order and the Software STCs 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 your order with WellSky (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of your order with WellSky.

This section provides Your and Oracle’s exclusive remedy for any infringement claims or damages.

G. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. WELLSKY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO AN ORDER ISSUED PURSUANT TO THESE SOFTWARE STCs, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID WELLSKY UNDER THE RELEVANT ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID WELLSKY FOR THE DEFICIENT PROGRAM, HARDWARE, OPERATING SYSTEM, INTEGRATED SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY.

H, Other

 

  1. You may not assign orders 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 programs and/or any services, you will follow Oracle’s policies regarding financing which are at http://oracle.com/contracts.  The foregoing shall not be construed to limit the rights you may otherwise have with respect to the Linux operating system, third party technology or separate works licensed under open source or similar license terms.

 

  1. In entering into an order under the contract, you agree and acknowledge that you have not relied on the future availability of any program or updates. However, (a) if you order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the relevant 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, per the terms of these Software STCs.

 

  1. The extent to which an Oracle product is, prior to any customizations, capable of providing comparable access to individuals with disabilities consistent with the applicable provisions of the Architectural and Transportation Barriers Compliance Board standards set out in 36 CFR Part 1194 (known as ‘Section 508’) effective as of June, 2001, or the Revised version in Appendix A (known as ‘Revised Section 508’) effective as of January, 2018 and the Web Content Accessibility Guidelines (WCAG) version 2.0 level AA, respectively, is indicated by the dependencies, comments and exceptions (some of which may be significant, if any) noted on the applicable Voluntary Product Accessibility Templates (VPAT) available at www.oracle.com/us/corporate/accessibility for each product, when they are used in accordance with Oracle’s associated documents and other written information, and provided that any assistive technologies and any other products used with them properly interoperate with them.  In the event that no VPAT is available for a particular Oracle product, please contact the Oracle Accessibility Program Office at [email protected].  In some cases, the outcome may be that a product is still being evaluated for accessibility, may be scheduled to meet accessibility standards in a future release, or may not be scheduled to meet accessibility standards at all.  Oracle customers may call Oracle Support at 1.800.223.1711. Hearing-impaired customers in the U.S. who wish to speak to an Oracle Support representative may use a telecommunications relay service (TRS).  Information about the TRS is available at https://www.fcc.gov/file/15195/download and a list of telephone numbers is available at https://www.fcc.gov/general/telecommunications–relay–services–directory.  International hearing impaired customers should use the TRS at +1.605.224.1837. An Oracle Support engineer will respond to technical issues according to the standard service request process.  Oracle cannot make any commitments about future product directions, including plans to address accessibility or the availability of VPATs.  Product direction remains at the sole discretion of Oracle.  You agree that the representations provided and referenced in this paragraph satisfy Your requirements relating to Section 508 and Accessibility, and that no other Section 508- or accessibility-related requirements, terms, conditions, statements or any other such representations, including any which may be contained in any non-Oracle order or ordering documentation, shall apply to the Oracle products and/or services provided under these Software STCs.

 

  1. Internet Protocol version 6 (IPv6). Prior to any customizations, the Oracle product(s) and service(s) to be delivered pursuant to the contract are capable of accommodating Internet Protocol version 6 (IPv6) solely to the extent defined and noted in the relevant product/service documentation available at com.  Please note that such capabilities are subject to the dependencies, comments and exceptions (some of which may be significant, if any) noted in such documentation, and require that Oracle product(s) and service(s) are used in accordance with Oracle’s associated documents and other written information and that any other products properly interoperate with them.  If no relevant product/service documentation is found addressing IPv6, then Oracle makes no representations as to the capabilities of the product/service in question to accommodate IPv6.  Oracle cannot make any commitments about future product directions, including plans to address IPv6.  Product direction remains at the sole discretion of Oracle.  You agree that the representations provided and referenced in this paragraph satisfy Your requirements relating to IPv6, and that no other IPv6-related requirements, terms, conditions, statements or any other such representations, including any which may be contained in any non-Oracle order or ordering documentation, shall apply to the Oracle products and/or services provided under these Software STCs.

 

  1. 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 laws govern your use of the programs (including technical data), and any services deliverables provided under your order, 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.

 

  1. Oracle, as the owner of the intellectual property of the program licensed and the technical support services, is a third party beneficiary of the contract and the orders for Oracle products issued pursuant to the contract, but does not assume any of the Oracle authorized reseller’s obligations thereunder.

 

  1. The Uniform Computer Information Transactions Act does not apply to these Software STCs nor any order placed pursuant to them.

 

  1. You understand that WellSky and 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 bound by any acts of any such entity, unless the entity is providing services as an Oracle subcontractor under an engagement ordered directly with Oracle.

 

  1. You may order trial programs, or Oracle may include additional programs with your order with WellSky 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 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.

 

  1. Unless otherwise agreed in an order, upon 45 days written notice, and no more than once annually, WellSky may audit your use of the programs. You agree to cooperate with WellSky’s audit, provide reasonable assistance and access to information and permit WellSky to report the audit results to Oracle.  Any such audit shall not unreasonably interfere with your normal business operations.  WellSky shall comply with reasonable security and safety rules, policies, and procedures (“security rules”) while performing any such audit, provided that such security rules are applicable to the performance of the audit; you make such security rules available to WellSky prior to the commencement of the audit; and such security rules do not modify or amend the terms and conditions of the contract or the applicable order.  You shall be responsible for paying any underpaid fees related to use of the programs.  WellSky may assign its right to audit your use of the programs to Oracle.  WellSky may assign its right to audit your use of the programs to Oracle.  If WellSky assigns its right to audit your use of the programs to Oracle, then Oracle shall not be responsible for any costs incurred by either you or WellSky in cooperating with the audit.

 

  1. Upon termination of a program license, you are required to discontinue use and destroy or return to WellSky all copies of the programs and program documentation associated with the terminated license.

 

  1. Source code maybe delivered as part of the standard delivery for particular programs; all such source code is subject to the terms of these Software STCs, including the Oracle License Definitions and Rules, the applicable order, the contract and the applicable program documentation.

 

  1. Programs and service deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications.

 

  1. For software (i) that is part of Programs, Operating Systems, Integrated Software or Integrated Software Options (or all four) and (ii) that You receive from Oracle in binary form and (iii) that is licensed under an open source license that gives You the right to receive the source code for that binary, You may obtain a copy of the applicable source code from https://oss.oracle.com/sources/ or http://www.oracle.com/goto/opensourcecode. If the source code for such software was not provided to You with the binary, You may also receive a copy of the source code on physical media by submitting a written request pursuant to the instructions in the “Written Offer for Source Code” section of the latter website.

 

  1. Oracle’s Applications Licensing Table in effect as of the effective date of your order is incorporated herein. You may access the current version of the Applications Licensing Table at http://oracle.com/contracts.  Oracle reserves the right to periodically change the information presented on the website provided above.  All information on this website is provided “as-is” without warranty of any kind, either express or implied.

 

  1. Oracle’s License Definitions and Rules are incorporated herein. You may access the current version of the License Definitions and Rules at http://oracle.com/contracts.

 

  1. If any document incorporated by reference into these Software STCs, including the License Definitions and Rules and terms included and/or referenced therein, contains a provision (a) allowing for the automatic termination of your license rights or technical support services; or (b) allowing for the automatic renewal of services and/or fees, then, such terms shall not apply.