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Subscription Services Agreement

This Subscription Services Agreement (' Agreement ') is between Oracle Canada ULC (' Oracle '), and the entity which has accepted this Agreement through a document which references this agreement ' Customer ' . Capitalized terms not defined elsewhere in this Agreement shall have the meaning given to them in the Definitions section below. This Agreement sets forth the terms and conditions that govern orders placed under this Agreement.

Definitions.

• "Advanced Customer Support' is a managed service available for purchase on a subscription basis. Advanced Customer Support is provided by Oracle for a fee to assist customers in their use of the Services or specific components of the Cloud Service.
• 'Cloud Service' means, collectively, the NetSuite online business application suite (and any optionally procured modules), including without limitation SuiteCloud Technologies, (the ' NetSuite Service ') and the SuiteProjects Pro online Professional Services Automation application suite (and any optionally procured modules) (the ' SuiteProjects Pro Service ') as described in the applicable User Guides that is procured by Customer from Oracle in the Estimate/Order Form and any subsequent Estimate/Order Form from time to time, including associated offline components, but excluding Third Party Applications, Support Services and Professional Services.
• 'Customer Data' means all software, data (including Personal Information as defined in the Data Processing Agreement), text, images, audio, video, photographs, non-Oracle applications, and other content and material, in any format, provided by Customer or any of Customer's Users that is stored in, or run on or through, the Cloud Service. Cloud Services under this Agreement, Oracle software, other Oracle products and services, and Oracle intellectual property, and all derivative works thereof, do not fall within the meaning of the term 'Customer Data.' Customer Data includes any third party content that is brought by Customer into the Cloud Service by Customer's use of the Cloud Service or any Oracle -provided tools.
• "Deliverables' means anything developed by Oracle, including training materials, and delivered to Customer as part of the Professional Services.
• 'Estimate/Order Form' means an Oracle estimate, renewal notification or order form in the name of and executed by Customer and accepted by Oracle which specifies the Cloud Service, and any Support Services and/or Professional Services to be provided by Oracle subject to the terms of this Agreement.
• 'Help Documentation' shall have the meaning set forth in the Oracle NetSuite Hosting and Support Delivery Policies.
• 'Oracle NetSuite Written Materials' means, collectively, the Data Processing Agreement, the applicable version of the Oracle NetSuite Hosting and Support Delivery Policies, the Oracle Services Privacy Policy, the User Guides, and the NetSuite Cloud Services: Supplemental Terms and Conditions (all of which are found at https://www.oracle.com/contracts/netsuite/ or such URL as specified by Oracle), the URL Terms, and any other Oracle documents that are referenced in, or incorporated into, Customer's Estimate/Order Form for Services.
• 'Professional Services' means Training Services (as defined below) and the general consulting, implementation and/or training services to be provided to Customer pursuant to the terms hereof, and an Estimate/Order Form or SOW, as applicable.