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Subscription Services Agreement for NetSuite SuitePeople Workforce Management

This Subscription Services Agreement for NetSuite SuitePeople Workforce Management (' 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 the NetSuite SuitePeople Workforce Management online workforce management solution as described in the applicable User Guides that is procured by Customer from Oracle in the Order and any subsequent Order, including associated offline components, but excluding Third Party Applications, Support Services and Professional Services.
• 'Customer Data' means all software, data (including Personal Information), text, images, audio, video, photographs, nonOracle or Third Party 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.
• 'Electronic Communications' means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Cloud Service.
• 'Oracle Written Materials' means, collectively, the Data Processing Agreement, the URL Terms, the User Guides, and any other Oracle documents that are referenced in, or incorporated into Customer's Order for Services.
• 'Order' or ' Estimate/Order Form ' means an Oracle estimate, estimate/order form, renewal notification, ordering document 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.
• 'Professional Services' means Training Services (defined below) and the general consulting, implementation and/or training services to be provided to Customer pursuant to the terms hereof and an Order or Statement of Work, as applicable.
• ' SOW ' means, if applicable, a separate document, entitled Statement of Work, between Oracle and Customer, signed by both parties, that details the Professional Services to be delivered by Oracle.
• 'Support Services' means the technical support services to be provided to Customer for the Cloud Service pursuant to the terms hereof.
• 'Third Party Applications' means all applications, integrations, connectors, services (including implementation and/or customization), software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that Customer may access through, within, or in conjunction with Customer's use of the Cloud Services. Examples include data feeds from social network services, rss feeds from blog posts, Oracle data marketplace and libraries, dictionaries, and marketing data. Third Party Applications includes third-party sourced materials accessed or obtained by Customers use of the Services or any Oracle-provided tools.