China - English (PDF)

## SUITECLOUD TERMS OF SERVICE

IMPORTANT! THIS SUITECLOUD TERMS OF SERVICE ('AGREEMENT') GOVERNS USE OF SUITECLOUD  TECHNOLOGIES  AND  DEVELOPED  PROPERTY  (AS  DEFINED  IN  THIS AGREEMENT).  THIS AGREEMENT WILL BE LEGALLY BINDING WHEN YOU CLICK THE 'I AGREE' BUTTON BELOW.  CAREFULLY READ THIS AGREEMENT BEFORE CLICKING 'I AGREE.'

YOU REPRESENT THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY).  IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT,  DO  NOT  CLICK  THE  'I  AGREE'  BUTTON;  INSTEAD,  CLICK  THE  'I DISAGREE' BUTTON.

This Agreement will be effective as of the date You click 'I agree.'

## 1. Definitions.

'Affiliate(s)' means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of such party, for as long as such control exists.

'Bundle' means a collection of Customizations, data, configurations, or modifications of standard objects created using SuiteBundler for use by a User with the Service.

'SuiteApp'  means  (i)  a  collection  of  Customizations,  data,  configurations,  or  modifications  of  standard objects created using the SuiteCloud Technologies other than SuiteBundler for use by a User with the Service or (ii) a Bundle.

'Customer Data' means all data contained on the Service about or provided from Users.

'Customizations'  means  custom  objects,  scripts,  plug-ins  or  workflows  developed  by  Developer  and intended for use with the Service.

'Developed Property' means any SuiteApps, Customizations, plug-ins, software, technologies, inventions, or  other  subject  matter  made,  conceived  or  reduced  to  practice  by  Developer  in  whole  or  in  part  using SuiteCloud Technologies or SuiteCloud IDE, and all intellectual property rights therein.

'Developer' means the User that creates Developed Property or  makes Developed Property available to Users or third parties.  Developer may be Oracle Offshore.

'Main Terms' means the agreement between User and Oracle China (e.g., License Agreement, Subscription Services Agreement, SuiteFlex or SuiteCloud Developer Network Program Agreement, Solution Provider Agreement, Trial Account Agreement, Systems Integrator Agreement, Referral Partner Agreement, Reseller Agreement or similar agreement, or in the absence of any such agreement under the then-current version of Main Terms of Service located at www.netsuite.com/tos).

'Oracle' refers to Oracle China and Oracle Offshore, and any one of them, as appropriate.

'Oracle China' refers to Oracle (China) Software Systems Co, Ltd

'Oracle Offshore' refers to Oracle Corporation and/or any majority owned subsidiary of Oracle Corporation worldwide (excluding Oracle China).

RS\_SuiteCloud Terms of Service\_v102219\_CN\_Eng Oracle (China) Software Systems Co, Ltd - Confidential Information

'Prohibited Open Source Software' means any software that is subject to terms that, as a condition of access, use, copying, modification or redistribution, require such software or derivative works thereof to be disclosed or  distributed  in  source  code  form,  to  be  licensed  for  the  purpose  of  making  derivative  works,  or  to  be redistributed  free  of  charge.    Prohibited  Open  Source  Software  includes,  without  limitation,  software distributed  under  the  GNU  Affero  General  Public  License,  GNU  General  Public  License,  or  GNU Lesser/Library GPL.

'Service' means the NetSuite web-based suite of business management applications, including financials/Enterprise  Resource  Planning,  Customer  Relationship  Management,  Professional  Services Automation, and omnichannel commerce software suites.  For purposes of this Agreement, the 'Service' includes any updates, modifications, bug fixes, upgrades, enhancements, and new versions of the Service, and any Service Bundles. Service distributed by Oracle China to Customer will be performed by Oracle Offshore and/or its subcontractors, subject to Subscription Service Agreement.

'Service Bundle' means a SuiteApp distributed by Oracle China and made available by Oracle Offshore as a module or feature of the Service and which is procured by a User pursuant to an Estimate/Order Form or otherwise identified by Oracle as a 'Service Bundle.'

'SuiteCloud Technologies' means the technologies distributed by Oracle China and made available to User by Oracle Offshore pursuant to this Agreement that can be used to customize, automate, import, export, or integrate  data  or  functionality  into  or  with  the  Service  including,  but  not  limited  to,  any  (i)  application programming interfaces, (ii) extensions, (iii) libraries, (iv) tools, (v) interfaces which enable plug-ins, (vi) sample code,, and (vii) documentation. SuiteCloud Technologies include, but are not limited to, SuiteBuilder, SuiteFlow, SuiteScript, SuiteScript Debugger, SuiteTalk, SuiteBundler, SuiteCloud Development Framework, SuiteGL and SuiteSignOn.  SuiteCloud Technologies do not include Service Bundles.

'Third Party Tools' means the tools, platforms, environments, or functionality developed by a party other than Oracle and which are accessible through or with the Service.  Third Party Tools may include open source software.

'User' means an authorized user of the Service and, for purposes of this Agreement, includes entities that have the right to access and use the Service pursuant to Main Terms or an individual authorized by such entity.

## 2. Applicability of Other Agreements .

User has previously entered into the Main Terms in order to access the Service.  This Agreement governs use of the SuiteCloud Technologies, and includes terms related to development of materials using the SuiteCloud Technologies,  including  but  not  limited  to,  Developed  Property.    Except  as  expressly  set  forth  in  this Agreement, in the event of a conflict between the Main Terms and this Agreement, the Main Terms will apply with respect to access and use of the Service, and this Agreement will apply with respect to use of the SuiteCloud Technologies, development of materials using the SuiteCloud Technologies, and use of materials developed using the SuiteCloud Technologies.

## 3. Licenses, Rights, and Restrictions .

- (a) Service.  User's right to access and use the Service is set forth in the Main Terms.
- (b) SuiteCloud  Technologies.    Subject  to  User's  compliance  with  this  Agreement,  including  the limitations set forth herein, the Main Terms, and payment of any applicable fees, Oracle China grants to User a non-exclusive, limited, non-transferrable right and license to use the SuiteCloud Technologies to create, store, use, make available, install, or uninstall Developed Property for use in connection with the Service. Oracle may make available SuiteCloud Technologies through the Service, in documentation, or in connection with  support.    Certain  SuiteCloud  Technologies  may  be  modifiable  by  User  if  specifically  permitted  by Oracle in writing (including in any documentation, notices, or other agreements governing use) and enabled

by  the  SuiteCloud  Technologies.    To  the  extent  that  Oracle  includes  open  source  software  in  or  with SuiteCloud Technologies, this Section 3(b) will not apply, and the open source licenses governing such open source software will apply to User's access and use of such open source software.

- (c) Restrictions.  User will not (i) use the Service for service bureau use, outsourcing, renting, or timesharing, (ii) use the Service for volume, stress, security, or performance testing activities without prior written permission from Oracle, (iii) reprint, distribute, or embed any documentation or other content made available by Oracle, (iv) copy, modify, or create a derivative work of the Service or SuiteCloud Technologies (other than as expressly permitted herein), (v) reverse engineer, reverse assemble, disassemble, or decompile any part  of  the  Service,  (vi)  attempt  to  discover  any  source  code  of  the  Service  or  SuiteCloud  Technologies (unless  made  available  by  Oracle)  or  use  unauthorized  modified  versions  of  the  Service  or  SuiteCloud Technologies, (vii) use the Service or SuiteCloud Technologies to develop a similar or competitive product or service, (viii) gain or attempt to gain unauthorized access to the Service or SuiteCloud Technologies, (ix) interfere with or disrupt the Service or a User's access to the Service, (x) introduce any Prohibited Open Source Software into the Service, (xi) permit an Oracle competitor to use the SuiteCloud Technologies or its rights  and    licenses  set  forth  in  this  Agreement,  (xii)  use  the  Service,  Third  Party  Tools,  or  SuiteCloud Technologies in order to permit or enable third parties, Users, or other Developers to circumvent or exceed Service account limitations or requirements, submit actions or requests to the Service, or display any results of the Service, without an authorized account for each individual submitting such actions or viewing such results; or (xiii) replace functionality of the Service with a third party offering of the same or substantially similar functionality, the primary purpose or effect of which is to enable users of the Developed Property to use a third party technology to submit requests or transactions for processing and storing by the Service without being Users.
- (d) Performance Quality.  Except as set forth in the Main Terms, Oracle may restrict or meter the use of the Service in order to manage performance quality for all Users.
- (e) Security.    Developer  will  use  appropriate  general  security  practices  in  connection  with  the development, implementation and use of all Developed Properties and will at all times comply with the Oracle security and data privacy requirements provided by Oracle from time to time.  Without limiting the foregoing, Developer will implement technical, administrative, and operational security measures reasonably adequate to preserve the confidentiality, integrity, and security of Customer Data.  This Section 3(e) is not applicable to the extent that Oracle is Developer.
- (f) Customer Data.  To the extent that Developed Property transmits, stores, or processes Customer Data outside of the Service, Developer will not, without the prior written consent of the User (i) modify the Customer Data in a manner that adversely affects the integrity of such data in or as resubmitted to the Service and (ii) use Customer Data except expressly as permitted by the applicable User.  Developer will maintain and process all Customer Data only as directed by User and in accordance with applicable privacy laws and regulations.
- (g) Third Party Tools.  User agrees that User's access to and use of Third Party Tools may be subject to additional terms and conditions, and Partner will agree to and comply with such terms and conditions to the extent applicable to User's activities permitted by this Agreement.  Except where otherwise expressly stated, Oracle does not guarantee compatibility with any third party products or services, including the Third Party Tools and Oracle will not be responsible for any changes or new development therein which might interrupt use or interaction with the Service or the SuiteCloud Technologies.  For the avoidance of doubt, Third Party Tools are not SuiteCloud Technologies.
- (h) Fees.  Oracle China may make available certain SuiteCloud Technologies, such as APIs, for a fee pursuant  to  an  Estimate/Order  Form.    In  addition,  Oracle  China  may  require  Developer  or  User  to  pay subscription,  usage,  or  other  fees  to  Oracle  China  prior  to  making  available  or  accessing  and  using,  a Developed Property.    Any  applicable  fees  payable  are  due  within  30  days  from  the  invoice  date  unless otherwise specified in an Estimate/Order Form.

## 4. Special Terms For Developed Property.

To the extent that User or Developer makes Developed Property available to Users through or in connection with the Service, the following terms apply:

- (a) Hosting.    Oracle  Offshore  may  host  and  operate  all  Developed  Property  created  or  otherwise published by Developer on Service, including without limitation, by installing such Developed Property into an Oracle account as permitted by Developer and for the purpose of providing support or to maintain the proper functionality of the Service.  Any terms or conditions set forth in such Developed Property will not be applicable to Oracle if Oracle is exercising its rights set forth in this Section 4(a).
- (b) Inspection. Oracle may  inspect all Developed  Property,  including the source  code  and documentation related thereto, at any time.  If, during such inspection, Oracle determines that Developed Property violates this Agreement, including any security or data privacy requirements herein, or is otherwise unsatisfactory, Oracle China may terminate this Agreement, require that Developer modify the Developed Property, uninstall or disable, or require that Developer or User uninstall, the Developed Property, or suspend Developer's access to the Service until the violation or other issues are resolved.
- (c) Making Developed Property Available to Users.  Subject to the limitations set forth herein and any applicable registration requirements, and provided that Developer adequately labels the Developed Property to identify the entity making available and responsible for the Developed Property, Developer may make Developed Property that Developer develops available within the Service to other Users as further described in applicable documentation.  In doing so, Developer is solely responsible for (i) controlling access to, and the  accessible  attributes  of,  Developed  Property as further described in the documentation, (ii) the terms governing access and use, and (iii) having authorized account access and all necessary permissions prior to installing a Developed Property into the Service account of a User.
- (d) License to Users.  Developer grants User access to Developed Property in accordance with the terms of use set forth in the Developed Property or as otherwise agreed to by User.  To the extent no such terms of use are included or otherwise agreed to by User, Developer grants User a non-exclusive right and license to reproduce, install,  and  use  any  Developed  Property  that  Developer  makes  available  to  User  to  access  in connection with the Service.  Notwithstanding any rights granted by Developer to a User related to Developed Property, Developer agrees that Oracle may exercise its rights under its agreement with a User with respect to such User's access and use of the Service at any time without notice or liability to Developer, including its right to suspend or terminate the Service for indefinite periods of time, or to cancel the Service at any time, which will have the effect of suspending User's access and use to such Developed Property.
- (e) Testing.  Upon Oracle's request and prior to making each release of a SuiteApp available to Users or other third parties, Oracle and Developer agree to (i) configure an automated testing framework for the SuiteApp, (ii) test, or have Developer test, SuiteApp with the Service and other applications for each upgrade of such application, including maintenance releases, and (iii) approve release of the SuiteApp.  In connection with the foregoing and solely to the extent Developer is legally entitled to do so, Developer will also provide access to and the right to use any tools, documentation, components, and environments required for use and operability of the  SuiteApp.  Developer  will conduct load and security  testing solely  when requested by Oracle and as directed and in cooperation with Oracle.

## 5. Intellectual Property Ownership.

- (a) Developer Ownership.  Subject to Section 5(b), as between Developer and Oracle, Developer will retain its right, title and interest in and to Developed Properties.
- (b) Oracle Ownership.  As between Oracle and User, Oracle is the exclusive owner of all right, title and  interest  in  and  to  the  Service,  the  SuiteCloud  Technologies,  and  Developed  Property  developed  by Oracle, including all intellectual property rights therein, and all intellectual property rights in connection with inventions, ideas, systems, programs, software, source code, modules, applications, documentation, including written or electronic reports, analysis or other working papers, and other work product developed, prepared or designed by Oracle in connection with this Agreement, the Service, and the SuiteCloud Technologies.

- (c) Communications.  In the event that User provides Oracle with suggestions, enhancement requests, recommendations, proposals,  documents,  or  other  feedback  related  to  the  NetSuite  products  or  services, including the SuiteCloud Technologies and Service (collectively, 'Communications'), User grants Oracle a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual right and license to use, modify, and distribute such Communications in any manner without compensation to User or attribution of any kind.
- (d) Non-assertion.    Developer  covenants  not  to  'Assert'  against  Oracle,  its  affiliates,  licensees, contractors  or  Users,  any  patent  within  Developed  Property  or  pertaining  to  the  use  of  the  Developed Property.  For the purposes of this Agreement, 'Assert' means to bring an action of any nature before any legal, judicial, arbitration, administrative, executive, or other type of body or tribunal that has or claims to have authority to adjudicate such action in whole or in part including, without limitation, the United States State and Federal Courts, the United States International Trade Commission and any foreign counterparts of any of the foregoing.

## 6. Third Party Applications and Services.

- (a) Single Sign On.  The Service enables single sign-on integration.  By enabling single sign-on, User is authorizing its users to access and use the Service directly from a third-party service.  Such third-party service may not have the same authentication and security features as the Service.  User assumes all risk and responsibility arising from the use of, and access to and from, the Service enabled through single sign-on.
- (b) Compliance.  User represents and warrants that its use of the Service with all Developed Property complies with all security, regulatory, and other compliance obligations, including but not limited to payment card  industry  data  security  standards  ('PCI  DSS')  requirements.    Developer  will  require  Users  to  enter authorizations or credentials to use Developed Property directly into such Developed Property.

## 7. Termination.

In the event that Oracle China reasonably believes that User has violated this Agreement, the Main Terms, or that User has otherwise acted unlawfully, Oracle China may suspend or terminate User's access to the SuiteCloud Technologies.  User agrees that any termination of User's access to the SuiteCloud Technologies under any provision of this Agreement may be effected without notice to User and User agrees that Oracle China may immediately deactivate or terminate User's access to the SuiteCloud Technologies, and may bar any further use of the SuiteCloud Technologies.  User agrees that Oracle will not be liable to User, or to any third party, for terminating User's access to the SuiteCloud Technologies in conformance with this Section 7.    In  the  event  Oracle  China  terminates  Developer's  access  to  the  SuiteCloud  Technologies,  Developer further agrees that Users who have received authorized access to Developed Property, will continue to access and use such Developed Property in accordance with the terms of User's agreement with Developer or this Agreement.

## 8. Representations.

- (a) User, and to the extent applicable, Developer, agree, represent, and warrant that (i) the Developed Property, and any material used in connection with the Developed Property, including any third party or open source software,  does not, and will not, infringe any third party rights, (ii) it will not submit material in or through the Service that infringes any third party rights, including privacy and publicity rights, (iii) it will not submit or publish material in or through the Service  that is defamatory, unlawful, obscene, libelous, threatening,  pornographic,  harassing,  hateful,  racially  or  ethnically  offensive  or  encourages  conduct  that would  be  considered  a  criminal  offense,  give  rise  to  civil  liability,  violate  any  law  or  is  otherwise inappropriate, (iv) it will maintain compliance with all applicable regulatory, security and other compliance obligations or industry specific standards related to the Developed Property, including but not limited to any applicable export requirements,  PCI DSS requirements and all applicable credit card association, payment brand and card acquiring bank specific operating regulations, as they may be amended from time to time, (v) it  will  maintain,  and  strictly  comply  with  the  terms  of  its  privacy  policy  or  confidentiality  commitment governing use of Developed Property,  (vi) Developed Property will only store credit card or social security

data in the Service in the designated encrypted fields for such data,  (vii) Developed Property will not enable or cause User to exceed its authorized use of the Service or otherwise breach its agreement with Oracle China or a third party, and (viii) material submitted in or through the Service, including Developed Property, are free of any and all viruses, Trojan horses, trap doors, protecting codes or any other internal components, devices or mechanisms which are intended to:  (A) cause the Developed Property or other software developed or  installed  to  perform  any  material  functions  other  than  those  described  in  its  documentation;  (B)  halt, disrupt, limit access or grant improper or unauthorized access to, use of, or sabotage the Service or any other system, process or device; or (C) reveal any data or other information accessed through or processed by the Developed Property or other systems, processes, or devices.  The foregoing representations are not applicable if Developer is Oracle.

- (b) In making Developed Property available to third parties, Developer will bear sole responsibility for controlling  access  and  the  terms  governing  access  to  Developed  Property  and  the  performance  or  nonperformance  of  Developed  Property  and  will  make  no  representation  or  warranty  on  behalf  of  Oracle, including without limitation, any representation that Oracle has tested, certified, or endorsed such Developed Property.

## 9. Disclaimers.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SUITECLOUD TECHNOLOGIES,    AND  DEVELOPED  PROPERTY  PROVIDED  BY  ORACLE  CHINA  AND  ITS AFFILIATE(S)  PURSUANT  TO  THIS  AGREEMENT  ARE  PROVIDED  'AS  IS'  AND  'AS AVAILABLE'  WITHOUT  ANY  WARRANTY  OF  ANY  KIND.    ANY  EXPRESS  OR  IMPLIED WARRANTIES,  INCLUDING,  BUT  NOT  LIMITED  TO,  THE  IMPLIED  WARRANTIES  OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT  OF  THIRD  PARTY  RIGHTS  ARE  HEREBY  EXPRESSLY  AND  COMPLETELY DISCLAIMED. ORACLE CHINA DOES NOT REPRESENT THAT THE SUITECLOUD TECHNOLOGIES, DEVELOPED PROPERTY DEVELOPED BY ORACLE, OR OTHER MATERIAL PROVIDED BY ORACLE PURSUANT TO THIS AGREEMENT (I) WILL BE ERROR-FREE, (II) WILL BE  FREE  OF  VIRUSES  OR  OTHER  HARMFUL  COMPONENTS,  (III)  WILL  MEET  ANY  USER REQUIREMENTS, OR (IV) WILL BE CORRECTED IF SUCH ITEMS CONTAIN DEFECTS.

ORACLE  IS  NOT  RESPONSIBLE  FOR  DEVELOPED  PROPERTY  OR  OTHER  MATERIALS DEVELOPED BY DEVELOPERS OTHER THAN ORACLE.  UNLESS OTHERWISE SET FORTH IN AN AGREEMENT BETWEEN DEVELOPER AND USER, ALL DEVELOPED PROPERTY PROVIDED BY DEVELOPERS ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT ANY WARRANTY OF ANY KIND.  ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY EXPRESSLY AND COMPLETELY DISCLAIMED.

USER  UNDERSTANDS  AND  AGREES  THAT  USE  OF  MATERIALS  OR  DATA  OBTAINED THROUGH  THE  USE  OF  THE  SERVICE  (INCLUDING,  WITHOUT  LIMITATION  MATERIALS PROVIDED BY OTHER USERS OR DEVELOPERS) IS AT ITS OWN DISCRETION AND RISK.  USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE  THAT  RESULTS FROM THE INSTALLATION, USE, OR REMOVAL OF SUCH MATERIALS.

IN  THE  EVENT  THAT  APPLICABLE  LAWSDO  NOT  ALLOW  LIMITATIONS  ON  IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AND  IF THESE LAWS  APPLY  TO  USER,  SOME  OR  ALL  OF  THE  ABOVE  DISCLAIMERS,  EXCLUSIONS,  OR LIMITATIONS MAY NOT APPLY TO USER, AND USER MAY HAVE ADDITIONAL RIGHTS.

## 10. Indemnification.

User will indemnify, defend (at Oracle China's option and election), and hold Oracle China, its affiliated companies, and their suppliers, licensors, customers, and contractors harmless from and against any claims,

actions, proceedings, losses, damages, and liabilities, including attorneys' fees, arising out of or related to the Developed Property developed by User or User's violation of this Agreement.  In connection with the foregoing, User will select counsel reasonably acceptable to Oracle China and provide Oracle China with monthly, detailed updates regarding any action covered by this Section 10.  User may not enter into any settlement that imposes liability on Oracle or restricts Oracle's rights without Oracle China's prior written consent.

## 11. Limitation of Liability.

IN NO EVENT WILL ORACLE CHINA OR ITS AFFILIATE(S) BE LIABLE FOR ANY LOSS OF USE, LOSS  OF  DATA,  INTERRUPTION  OF  BUSINESS,  DOWNTIME,  LOST  PROFITS,  OR  ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS  OF  THE  FORM  OF  ACTION,  WHETHER  IN  CONTRACT,  TORT  (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ORACLE CHINA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  USER ASSUMES ALL RESPONSIBILITY FOR  DETERMINING  WHETHER  THE  SERVICE  AND  SUITECLOUD  TECHNOLOGIES  ARE ACCURATE OR SUFFICIENT FOR USER'S PURPOSES.  IN NO EVENT WILL ORACLE CHINA'S TOTAL LIABILITY TO USER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED US$100.00.

NOTWITHSTANDING  ANYTHING  TO  THE  CONTRARY  IN  THIS  AGREEMENT,  ORACLE OFFSHORE IS NOT A PARTY TO THIS AGREEMENT, AND IN NO EVENT SHALL IT BE LIABLE TO CUSTOMER FOR PERFORMANCE OF THIS AGREEMENT OR FOR ANY BREACH THEREOF.

## 12. Confidentiality.

- (a) Definitions.  For purposes of this Agreement, 'Confidential Information' means all confidential and proprietary information of Oracle disclosed to User, whether orally or in writing, that is identified in writing or verbally as confidential or proprietary, or would be understood by a reasonable person to be confidential or proprietary.  Notwithstanding the foregoing, Confidential Information includes the Service, the SuiteCloud Technologies, Developed Property and other material made available by Oracle China and its Affiliate(s), roadmap information for the NetSuite products and services, Customer Data (not otherwise owned by User), and support cases related to the Service or the SuiteCloud Technologies.
- (b) Obligations.  User agrees:  (i) to keep confidential all Confidential Information disclosed by Oracle; (ii) not to use or disclose the Confidential Information of Oracle except to the extent necessary to perform User's  obligations  or  exercise  User's  rights  under  this  Agreement;  (iii)  to  protect  the  confidentiality  of Confidential Information in the same manner as User protects the confidentiality of similar information and data of User (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and (iv) to make Confidential Information available to authorized persons only on a 'need to know' basis.  Notwithstanding the foregoing, this Section 12 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other compulsory governmental authority or regulation; provided that User first notifies Oracle China in writing sufficiently in advance to afford Oracle China an opportunity to seek a protective order or other relief.
- (c) Exceptions.    Confidential  Information  will  not  include  information  which:    (i)  is  in  the  public domain at the time of its disclosure, or which becomes publicly known through no fault of User; (ii) was rightfully in User's possession prior to disclosure by Oracle; or (iii) was rightfully disclosed by a third party without restriction.
- (d) Return  of  Information.    Upon  written  request  from  Oracle  China,  User  will  promptly  return  or destroy  (and  certify  such  destruction  in  writing  to  Oracle  China)  all  Confidential  Information  in  its possession.

## 13. Amendments.

Oracle may modify this Agreement in its sole discretion by providing notice to User.  Notice may be posted within the Service, provided to an administrator of User's account, posted on the Oracle website (currently, at www.netsuite.com/tos), or delivered in any other manner.  Any such modification is effective upon the earlier of (i) notice to User or (ii) two weeks after being made available by Oracle by posting on the Oracle website.  User's  continued  use  of  the  SuiteCloud  Technologies  is  acceptance  of  any  such  modification. Except for the foregoing,  this Agreement may not be modified  or amended except in a mutually agreed written amendment.

## 14. Compliance with Laws.

User agrees that it will comply with all applicable federal, state, or local laws, ordinances, regulations, rules, decisions, orders, or requirements.  Without limiting the foregoing, User will not permit access or use of the Service, SuiteCloud Technologies and any Developed Properties in violation of any U.S. export embargo, prohibition, or restriction.

## 15. Publicity.

User will not (i) issue any press release, (ii) make any public statement, (iii) publicize this Agreement, or (iv) use any Oracle mark or logo without the prior written consent of Oracle China.

## 16. Miscellaneous.

- (a) Relationship of the Parties.  The parties to this Agreement are independent contractors, and nothing contained in this Agreement will be construed to (i) give either party the power to direct and control the dayto-day activities of the other, (ii) create a principal-agent or employer-employee relationship, or (iii) give either party the authority to bind the other party to any contract with a third party.
- (b) Financial Responsibility.  User will bear all of its own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement of any such expenses by Oracle China.
- (c) No Third Party Beneficiary.  This Agreement is not made for the benefit of any third parties.
- (d) Non-Waiver.  No term or provisions hereof will be deemed waived and no breach excused, unless such waiver or consent will be in writing and signed by the party claimed to have waived or consented.  Any consent by any party to, or waiver of, a breach of the other, whether express or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
- (e) Survival.  Sections 1, 8 - 12, 15, and 16 of this Agreement will survive expiration or termination of this Agreement.
- (f) Assignment and Delegation.  User may not assign this Agreement without the prior written consent of Oracle China.
- (g) Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, shall be construed and governed by the laws of the People's Republic of China and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts of the People's Republic of China in Beijing in any dispute arising out of or relating to this Agreement.
- (h) Injunctive Relief.  Notwithstanding anything to the contrary set forth in  this Agreement, Oracle China  may,  at  its  sole  discretion,  seek  preliminary  judicial  relief  in  any  court  of  competent  jurisdiction (including, but not limited to, preliminary injunctive relief).
- (i) Attorney's Fees.  If it is necessary for Oracle China to retain the services of an attorney or attorneys to enforce the terms of this Agreement or to file an action to enforce any of the terms, conditions, or rights contained herein, or to defend any action, if Oracle China prevails in any such action, Oracle China will be

entitled to recover from User its reasonable fees for attorneys and expert witnesses, plus such court costs and expenses as may be fixed by any arbitration panel or court of competent jurisdiction.

- (j) Entire Agreement.  This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, undertakings, and agreements between the parties.  If any of the provisions of this Agreement are declared to be invalid, such provisions will be severed from this Agreement and the other provisions hereof will remain in full force and effect.
- (k) 'SuiteFlex' renamed 'SuiteCloud'.  The term 'SuiteFlex' has been renamed 'SuiteCloud.'  Except for the change in the name, the meaning and use of any term that previously included the word 'SuiteFlex' is unchanged, and all use of the words SuiteCloud and SuiteFlex wherever they may appear in this Agreement and  any  other  agreement,  terms  of  service,  or  in  the  Service  and  documentation  are  synonymous  and interchangeable.

## 17. Privacy Term.

Unless stated otherwise in Your agreement, you understand and agree that the use of Oracle products and/or services  is  subject  to  Oracle.com  Terms  of  Use  at  https://www.oracle.com/legal/privacy/index.html  and Oracle's Privacy Policy at https://www.oracle.com/legal/privacy/privacy-policy.html, which are incorporated herein  by  reference,  including  the  fact  that  Oracle  may  transfer  your  personal  information  collected  in connection  with  your  registration  on  Oracle  websites  and  your  agreement  to  its  affiliates  globally  at https://www.oracle.com/corporate/contact/global.html and to third party entities at https://www.oracle.com/corporate/contact/suppliers.html that provide services to Oracle.