DEVELOPER PROGRAM AGREEMENT
FOR THE LIGHTCMS SERVICE
This Developer Program Agreement for the LightCMS Service (“Agreement”) is by and between Oracle America, Inc. (“Oracle”) and the person or entity (“Developer” or “you”) participating in the Developer Program for the LightCMS Service (“Program”). Participating in the Program gives approved Developers the right to create and resell access to the LightCMS Service to Developer Customers (defined below), subject to the terms and conditions of this Agreement.
By clicking “accept” or participating in or applying for the Program, you agree that you are legally bound by this Agreement. If you are an individual agreeing to this Agreement on behalf of an entity, you represent and warrant that you are duly authorized to enter into this Agreement. The rights granted under this Agreement are expressly conditioned on acceptance by such authorized personnel. This Agreement is effective as of the earlier of the date you click accept the terms of this Agreement or enter into an Order Form under this Agreement (“Effective Date”).
Terms and conditions
“Account” means the LightCMS Service account administration interface accessed by Developer. All Websites created by Developer on behalf of Website Users belong to the same Account.
“Developer Customer” means an end-user of the LightCMS Service that is a customer of Developer.
“Documentation” means the user guides and account guides for the LightCMS Service made generally available by Oracle.
“Fees” means the applicable standard fees for Developers as set forth on the Order Form or at https://www.lightcms.com/developers (or other URL provided or re-directed by Oracle).
“LightCMS Service” means Oracle’s on-line website management service as specified in the applicable Order Form, as may be updated or modified by Oracle from time to time (but excluding any third party tools or services with which such service may be used). Any website design templates made available by Oracle through the LightCMS Service are also included as part of the LightCMS Service.
“Oracle Marks” means product names, logos, trademarks or other identifiers of Oracle including any LightCMS Service.
“Order Form” means an Oracle order form, online signup process, renewal notification or other order form that Developer completes online or is executed by Developer and accepted by Oracle that references this Agreement. Each Order Form is incorporated into the Agreement by reference.
“Subscription Term” means a monthly subscription term for each Website.
“Support” means the support services generally made available by Oracle to its customers under the terms of a separate agreement or such other support terms as Oracle may provide its customers from time to time.
“Term” has the meaning set forth in Section 6.1 (Term).
“Terms of Service” means the then-current version of Oracle’s standard customer agreement governing use of the LightCMS Service, a current version of which is located at http://www.lightcms.com/terms-of-service.
“Usage Limits” means any Subscription Term, user, Website, page, storage, bandwidth, product, scope of use or other restrictions on use or functionality of the LightCMS Service, as specified in the Order Form, the LightCMS Service, or this Agreement. Regarding storage, Oracle may enforce a maximum individual file size of 40MB for any plan (including Unlimited plans). Regarding bandwidth, Oracle will consider Website(s) to be utilizing abnormally high bandwidth (inclusive of all uploads/downloads) at the following levels for the applicable LightCMS Service plan: 1TB/month for Unlimited, 1TB/month for Professional, 500GB/month for Premium, 250GB/month for Standard, 125GB/month for Personal, and 25GB/month for Free. The foregoing limits and parameters for storage and bandwidth also constitute Usage Limits. Without limiting Oracle’s other remedies, you acknowledge that Oracle may monitor your compliance with Usage Limits and may enforce Usage Limits by restricting your usage of the LightCMS Service, or by contacting you and requiring you to either restrict usage or (if applicable) upgrade your Account.
“Website” means a website designed, created and/or operated by Developer on behalf of a Website User and that is hosted on the LightCMS Service.
“Website User” means an individual with access to one or more Websites, including Developer Customers.
2. Developer Activities
2.1 Offering of LightCMS Service. Subject to all of the terms and conditions of this Agreement and Order Form, during the Term, Oracle hereby grants Developer the right to market the LightCMS Service to and create Websites on behalf of new Developer Customers, but solely for use by each such Developer Customer (i) without any right of redistribution or sharing, (ii) subject to the Usage Limits and (iii) pursuant to Section 2.7 below. These rights may not be transferred or sublicensed by Developer.
2.2 Provision of LightCMS Service. Without limiting Developer’s permitted activities in Section 2.4 (White Labeling), the parties acknowledge and agree that Oracle will: (a) operate the LightCMS Service, and (b) provide the LightCMS Service to Developer. Notwithstanding the foregoing, as to each Website and Developer Customer, Developer will be solely responsible for ongoing activities related to billing and collection of fees and refunds as further set forth in Section 3 (Orders and Payment) below. Oracle reserves the right to modify the LightCMS Service at any time.
2.3 Account Provisioning. Upon Oracle’s receipt of a valid Order Form from Developer, Oracle will provide to Developer the applicable passwords, authentication keys or security credentials.
2.4 White-Labeling. Developer may white-label certain branding and visual elements of certain pages of a Website, solely as permitted via the functionality of the LightCMS Service and pursuant to the Documentation. Except as expressly permitted in this Section, Developer may not re-brand, re-frame, operate or otherwise control the LightCMS Service.
2.5 Developer Services. If Developer resells the LightCMS Service to Developer Customers as part of a package of services or offerings (“Developer Services”), Developer will remain solely responsible and liable for all Developer Services. Developer must have all necessary experience, skills and resources to successfully complete any Developer Services.
2.6 Developer’s Other Use. Under this Agreement, Developer may use the LightCMS Service only as needed to provide the LightCMS Service to Developer Customers. Any use by Developer of the LightCMS Service on its own behalf (e.g., for its own websites) must be purchased separately from Oracle and will be subject to a different agreement.
2.7 Compliance by Developer and Website Users. Developer will comply with and will ensure that each Website User complies with the terms of this Agreement and the Terms of Service and shall be fully liable to Oracle for all Website Users’ use of the LightCMS Service and/or Website(s). Oracle recommends that Developer incorporate terms consistent with or at least as restrictive as the Terms of Service into its agreements with Developer Customers. However, Developer’s failure to incorporate such terms into its agreements with Developer Customers shall not relieve Developer of its liability to Oracle for its Website Users’ use of the LightCMS Service. If there is a conflict between the Terms of Service and this Agreement, the Terms of Service shall prevail.
2.8 General Restrictions. Developer shall not (and shall not permit any Website User or other third party) to: (a) rent, lease, copy, provide access to or sublicense the LightCMS Service to a third party, except as expressly permitted hereunder; (b) incorporate the LightCMS Service (or any part thereof) into another product or service or otherwise use the LightCMS Service (or any part thereof) to provide any product or a service to a third-party, except as expressly permitted herein; (c) reverse engineer, decompile, disassemble or otherwise seek to obtain the source code or non-public APIs to the LightCMS Service; (d) modify the LightCMS Service or any Documentation or create any derivative product from any of the foregoing, except as expressly permitted in Section 2.4 (White-Labeling); (e) remove or obscure any product identification, proprietary, copyright or other notices contained in the LightCMS Service (including any reports or data printed from the LightCMS Service); or (f) publicly disseminate information or analysis regarding the performance of the LightCMS Service.
2.9 Non-Exclusive. The rights granted to Developer hereunder are non-exclusive and nothing in this Agreement shall be deemed to prohibit Oracle from entering into any reseller, end-user, services or other agreement with any party anywhere in the world either during or after the Term of this Agreement.
3. Orders and Payment
3.1 Unauthorized Terms. Any additional or different terms set forth on any Developer documentation with Developer Customers will not be binding upon Oracle and Developer will be solely liable for any claims arising from such unauthorized terms. Submitted Order Forms are non-cancellable by Developer.
3.2 Fees for the LightCMS Service.
a. Fees. Developer shall pay to Oracle the Fees for the LightCMS Service. Developer will be charged the Fees for each Website in advance of the applicable Subscription Term in accordance with this Agreement. Developer hereby authorizes Oracle to automatically charge applicable Fees to the credit or debit card on Developer’s Account. All Order Forms are non-cancelable and all Fees are non-refundable.
b. Taxes; Late Payment. The Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes (“Taxes”). Developer is responsible for paying all Taxes, excluding only taxes based on Oracle's net income and taxes based on gross revenues or gross receipts when imposed by a U.S. local, state, or federal tax authority. Developer is responsible for Taxes based on gross revenues or gross receipts imposed by a foreign tax authority on payments due to Oracle for the LightCMS Service. If Oracle has the legal obligation to pay or collect Taxes for which Developer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Developer unless Developer provides Oracle with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.3 Developer Customer Pricing; Collection. Developer will independently determine the pricing and fees at which it offers the LightCMS Service to Developer Customers. Developer will be solely responsible for collecting all fees for any use of the LightCMS Service and Websites. Non-payment by Developer Customers shall not relieve Developer of its obligation to pay Fees to Oracle. Oracle reserves the right to cancel or suspend the LightCMS Service with respect to the Developer or Website User(s) if Oracle does not receive payment from Developer with respect to use of any Website. If the Account credit card is declined when a charge is attempted, Oracle will email Developer to warn Developer that the card must be updated. After a series of these messages is delivered, if the issue is still unresolved, all websites under the Account are disabled until Developer resolves the situation.
4. Developer Obligations
4.1 Oracle Marketing Materials and Trademarks. Developer may use the specific Oracle Marks identified by Oracle for such purpose in Developer’s marketing and advertising of the LightCMS Service, provided Developer receives advance approval in writing for each such marketing, advertising or other promotional material which uses a Oracle Mark (or otherwise describes the LightCMS Service) and Developer otherwise complies with the terms of this Section. Developer’s use of Oracle Marks shall conform to Oracle’s then-current trademark use policies. Developer will cease any and all use of Oracle Marks at any time upon request by Oracle. Developer will not register, or attempt to register, any trademark or domain name using or similar to any Oracle Marks, and if Developer has, agrees to immediately effect transfer of such domain name to Oracle without charge. All goodwill arising from the use of Oracle Marks shall inure to the benefit of Oracle.
4.2 Representations. Developer shall not make any representations, guarantees or statements of any type regarding Oracle or the LightCMS Service except as consistent with the written descriptions provided by Oracle to Developer. In no event shall Developer make any representation, warranty or guarantee by or on behalf of Oracle hereunder nor represent itself as an agent or employee of Oracle. Developer shall represent Oracle and the LightCMS Service in a positive and professional manner at all times. Developer acknowledges that such representation is essential to Oracle’s goodwill in the LightCMS Service, and agrees that its failure to do so shall be a material breach of this Agreement.
4.3 Business Practices. Developer agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Oracle or the LightCMS Service and agrees to comply with all applicable federal, state and local laws and regulations (including, without limitation, data protection, privacy and import and export compliance laws and regulations) in connection with its performance under this Agreement.
4.4 Foreign Corrupt Practices. Developer represents and warrants that (i) in connection with this Agreement, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof and (ii) it will comply in all respects with the U.S. Foreign Corrupt Practices Act and similar domestic or foreign law.
4.5 Records and Audit. Developer agrees to maintain complete, clear and accurate records of all orders, Website Users, Websites created and transactions completed with respect to this Agreement or any other information reasonably required to evidence compliance or calculate fees payable. Upon ten (10) days advance written notice, Developer shall permit Oracle or its representative to review such records and any other books and records of Developer which relate to Developer’s performance under this Agreement or to ensure Developer’s compliance with its obligations to Oracle. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on Developer’s ordinary business activities. Developer shall maintain all records required under this Agreement for at least three (3) years following expiration or termination of this Agreement (or such longer period as required by law).
4.6 Indemnification by Developer. Developer will defend and indemnify Oracle and its affiliates (including its and their respective directors, officers, employees and agents) from and against any and all third party claims (which may include claims from Website Users), demands, losses, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) arising from or relating to: (a) any breach or alleged breach by Developer, Developer Customer or Website User of this Agreement, including without limitation Sections 2.7 (Compliance by Developer and Website Users), 2.8 (General Restrictions), 4.2 (Representations), 4.3 (Business Practices), 4.4 (Foreign Corrupt Practices), or 12 (Export Compliance); (b) Developer’s relationships with Website Users; and (c) Developer’s acts or omissions in connection with the Program or its marketing, distribution or sale of any Developer Services. Oracle may participate in the defense of any such claim by counsel of its own choosing, at its cost and expense. Developer may not settle any claim without Oracle’s prior written consent if the settlement requires Oracle to take any action, refrain from taking any action or admit any liability.
5. Ownership. Developer acknowledges that it is obtaining only a limited right to market the LightCMS Service and create Websites on behalf of Developer Customers and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Developer under this Agreement. Oracle or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the LightCMS Service, Documentation, any other materials provided by Oracle in connection with the program, and any and all related and underlying software (including interfaces), databases (including data models and structures) and technology. Further, Developer acknowledges that the LightCMS Service consists of online hosted services, and that neither Developer nor any Website User has a right to obtain any underlying code of the LightCMS Service hereunder.
6. Term of Agreement
6.1 Term. This Agreement starts on the Effective Date and continues for the period of one year or the time set forth in the applicable Order Form (the “Term”).
6.2 Termination. Either party may terminate this Agreement (including all related Order Forms and Websites) if the other party: (a) fails to cure any material breach of this Agreement within ten (10) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days). In addition, Oracle may terminate this Agreement: (a) immediately upon notice to Developer if Oracle ceases to offer the Program or (b) for convenience upon thirty (30) days written notice. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
6.3 Effect of Expiration or Termination.
a. Upon any expiration or termination of this Agreement, Developer shall (i) cease to be an authorized reseller of the LightCMS Service and shall have no right to participate in the Program, market the LightCMS Service, or develop/design new Websites under this Agreement; (ii) return to Oracle all property of Oracle (including Confidential Information); (iii) immediately pay Oracle any outstanding unpaid amounts; and (iv) unless termination is by Developer for Oracle’s material breach, pay Oracle the amounts, if any, which come due under any Order Form accepted prior to the date of termination as such amounts come due. Oracle shall have no liability to Developer or Website User of any type arising from termination of this Agreement in accordance with its terms.
b. Any Website User subscription to the LightCMS Service granted prior to the termination of the Agreement shall survive in accordance with the terms herein, provided Developer shall pay to Oracle the applicable amounts set forth at http://www.lightcms.com/pricing per Website. Developer Customers may elect to renew such subscriptions directly with Oracle pursuant to Oracle’s then current terms and pricing. Developer has no right to sell, renew or otherwise receive any compensation for any additional sales or renewals to any Developer Customer after expiration or termination of this Agreement.
6.4 Survival. Sections 1 (Definitions), 2.7 (Compliance by Developer and Website Users), 2.8 (General Restrictions), 3.2 (Fees for the LightCMS Service), 3.4 (Refunds; Credits), 4.5 (Records and Audit), 4.6 (Indemnification by Developer), 5 (Ownership), 6 (Term of Agreement), 7 (Disclaimer of Warranties), 9 (Limitation of Remedies and Damages), 10 (Indemnification by Oracle), 11 (Confidential Information), 12 (Export Compliance) and 13 (General) shall survive any termination or expiration of this Agreement.
7. Disclaimer of Warranties.the LIGHTCMS SERVICE AND ANY TRAINING, SUPPORT OR OTHER SERVICES OF ORACLE ARE PROVIDED HEREUNDER “AS IS”. NEITHER ORACLE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF Title, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Oracle AND its suppliers do not warrant that the operation of the LightCMS Service will be error free or uninterrupted.
8. Support; Professional Services
8.1 Website User Support. Developer is solely responsible to Website Users for all support related to the LightCMS Service and/or Websites. Oracle shall not provide Support directly to any Website User.
8.2 Professional Services. Developer may order professional services or training to be provided directly by Oracle at Oracle’s then-current rates and terms. A separate Statement of Work shall be mutually agreed upon before Oracle performs any such services.
9. Limitation of Remedies and Damages
9.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS PROVISION SHALL ALSO APPLY TO ANY THIRD-PARTY SUPPLIER OF ORACLE.
9.2 Liability Cap. ORACLE’S (AND ITS THIRD-PARTY SUPPLIERS’) ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY DEVELOPER TO ORACLE UNDER THIS AGREEMENT.
9.3 Exclusions. “Excluded Claims” means, with respect solely to Partner, any liability for any claim arising under Sections 2 (Partner Activities), 4.2 (Representations), 4.3 (Business Practices), 4.6 (Indemnification by Partner) or 11 (Confidential Information).
9.4 Failure of Essential Purpose. The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
10. Indemnification by Oracle. Oracle shall defend Developer from and against any claim by a third party alleging that the LightCMS Service when made available for sale as authorized under this Agreement infringes a U.S. copyright or U.S. trademark and shall indemnify Developer from and against any damages and costs awarded against Developer or agreed in settlement by Oracle (including reasonable attorneys’ fees) resulting from such claim, provided that Oracle shall have received from Developer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Oracle to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Developer. If the LightCMS Service is, or in Oracle’s opinion is likely to be, enjoined, if required by settlement or if Oracle determines such actions are reasonably necessary to avoid material liability, Oracle may, in its sole discretion: (a) substitute for the LightCMS Service with substantially functionally similar products or services; (b) procure for Developer the right to continue reselling the LightCMS Service; or (c) terminate this Agreement and refund to Developer the amounts, if any, paid by Developer under Order Forms for portions of the LightCMS Service which will not be provided by Oracle. The foregoing obligations of Oracle shall not apply: (1) if the LightCMS Service is modified by any party other than Oracle, but solely to the extent the alleged infringement is caused by such modification; (2) if the LightCMS Service is combined with other non-Oracle products or processes, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the LightCMS Service; (4) to any third-party deliverables or components contained within the LightCMS Service; or (5) if Developer settles or makes any admissions with respect to a claim without Oracle’s prior written consent. THIS SECTION 10 SETS FORTH ORACLE’S SOLE LIABILITY AND DEVELOPER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
11. Confidential Information.
“Confidential Information” means: (a) all electronic data or information submitted to and stored in the LightCMS Service by Developer, (b) the terms of this Agreement and (c) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed by or on behalf of the disclosing party to the receiving party for purposes arising out of or in connection with this Agreement, that: (i) in the case of information in tangible form, is marked “confidential” or “proprietary;” (ii) in the case of information disclosed orally, visually or any other intangible form, is designated confidential or proprietary at the time of disclosure, and if disclosed orally, is summarized in reasonable detail in a writing delivered to the receiving party within ten (10) days following disclosure; (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (iv) will include any reproduction of such information in any form or medium, or any part of such information. The following shall not be deemed Confidential Information: (1) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of the receiving party; (2) information that was rightfully in the receiving party’s possession without restriction prior to disclosure; (3) information that was rightfully disclosed to the receiving party by a third party without restriction; (4) information that was independently developed by employees and/or contractors of the receiving party who did not have access to and without use of or reference to the disclosing party’s Confidential Information; and (5) aggregate data collected or generated by Oracle or on behalf of Oracle regarding Oracle’s products and services (for purposes of providing or improving Oracle’s products and services, benchmarking system performance, preparing statistics and system metrics, marketing and other purposes) that does not contain any personally identifiable or Developer-specific information.
Each party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (at all times exercising at least a commercially reasonable degree of care in the protection of such confidential information) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by Developer. Either party may disclose Confidential Information on a need to know basis to its affiliates, contractors and service providers who have executed binding written agreements requiring confidentiality and non-use obligations at least as restrictive as those in this section. Additionally, Developer must input credit card information and social security numbers only in the fields designated for such data in the LightCMS Service. Nothing in this Agreement will prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation.
12. Export Compliance. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the LightCMS Services. Such export laws govern use of the LightCMS Services (including technical data) and any LightCMS Services deliverables provided under this Agreement, and Developer and Oracle each agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Developer agrees that no data, information, software programs and/or materials resulting from LightCMS 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.
Developer acknowledges that the LightCMS Services are designed with capabilities for Developer and Website Users to access the LightCMS Services without regard to geographic location and to transfer or otherwise move electronic data or information submitted to and stored in the LightCMS Service by Developer between the LightCMS Services and other locations. Developer is solely responsible for the authorization and management of Website User accounts across geographic locations, as well as export control and geographic transfer of electronic data or information submitted to and stored in the LightCMS Service by Developer.
13.1 Assignment. Developer may not assign or transfer this Agreement, in whole or in part, without Oracle’s prior written consent. Any attempt by Developer to transfer or assign this Agreement without such written consent will be null and void.
13.2 Modifications to Agreement or Fees. Oracle may update or revise this Agreement or change the Fees for the LightCMS Service from time-to-time. Oracle will notify Developer of such modifications pursuant to Section 13.4 (Notices). Any such modifications will be effective as of the date of such notice. If Developer does not agree to the modified Agreement, its sole remedy will be to choose not to renew its Account, in which case the post-termination procedures in Section 6.3 (Effect of Expiration or Termination) will apply.
Governing Law; Jurisdiction and Venue. This Agreement is governed by the substantive and procedural laws of the State of California and each party agrees 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. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.
Notices. Any notice required under this Agreement shall be provided to the other party in writing. Developer agrees to accept emails from Oracle at the e-mail address on file with Oracle. Oracle may provide any and all notices, statements, and other communications to Developer through either e-mail, posting on the Oracle blog at http://www.lightcms.com/blog (or other electronic transmission) or by mail or express delivery service. Upon Account setup, Developer may further designate additional contacts for various types of notices. Oracle recommends that the main and billing contact email addresses be group addresses (such as email@example.com) so that notices are reviewed promptly and not delayed due to the absence of one individual. In addition, Oracle may rely and act on all information and instructions provided to LightCMS from the above-specified e-mail address. If Developer has a legal dispute with Oracle or if Developer wishes to provide a notice under the Indemnification Section of this Agreement, or if Developer become subject to insolvency or other similar legal proceedings, Developer will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway, Redwood Shores, CA 94065, Attention: General Counsel, Legal Department.
Entire Agreement. This Agreement and any Order Form(s) are the complete and exclusive statements of the mutual understandings of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by Developer will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
Amendments; Waivers. Except as may be otherwise expressly set forth herein, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
Government End-Users. The LightCMS Service is a commercial software-as-a-service product. If the user of the LightCMS Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the LightCMS Service, or any related Documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The LightCMS Service was developed fully at private expense. All other use is prohibited.
13.11 No Third-Party Beneficiaries. No third party (including any Website User) will be deemed to be an intended or unintended third party beneficiary of this Agreement.