EXHIBIT 4.31
_______________________________________________________________________________________________________________________
[ORACLE Logo] ORDERING DOCUMENT
_______________________________________________________________________________________________________________________
YOUR NAME World Gaming Plc.
YOUR LOCATION 1401 W 8th 4th Floor
British Columbia
Vancouver
ON V6H 1C9
_______________________________________________________________________________________________________________________
ORACLE CONTRACT INFORMATION
AGREEMENT Oracle License and Services Agreement
AGREEMENT NAME CA: ORACLE LICENSE AND SERVICES AGREEMENT: V032403
This ordering document incorporates by reference the terms of the Oracle License and Services Agreement attached hereto
and forming part of this ordering document
_______________________________________________________________________________________________________________________
A. PROGRAMS
You have ordered the program licenses described below for use in Canada, unless otherwise specified.
All fees on this Ordering Document are in Canadian Dollars
_______________________________________________________________________________________________________________________
PRODUCT DESCRIPTION / LICENSE TYPE QUANTITY LIST FEE DISCOUNT % NET FEE
________________________________________________________ ___________ ________________ ________________ ____________
Oracle Database Enterprise Edition - Processor Perpetual 28
License [*] [*] [*]
Product Support [*] [*] [*]
Software Updates (Updates Subscription Service) [*] [*] [*]
________________________________________________________ ___________ ________________ ________________ ____________
LIST FEE DISCOUNT % NET FEE
________________ ________________ ____________
License Fees [*] [*] [*]
Product Support Fees [*] [*] [*]
Software Updates (Updates Subscription Service) Fees [*] [*] [*]
________________ ________________ ____________
Net Fees [*]
TOTAL FEES [*]
_______________________________________________________ ____________ ________________ ________________ ____________
TAXES: [*]
TOTAL FEES: [*]
_______________________________________________________________________________________________________________________
World Gaming Plc. Issued by ORACLE CORPORATION CANADA INC. 29-MAY-03
Page 1 of 3
__________
* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.
B. GENERAL TERMS
1 TECHNICAL SUPPORT
Technical support consists of Software Updates (Updates Subscription
Service), Product Support and/or other technical support services you
may have ordered. Fees for technical support are due and payable
annually in advance. Technical support acquired under this ordering
document shall be for a period of 12 months. Technical support is
effective upon shipment or upon the effective date of this ordering
document if shipment is not required. Notwithstanding anything
contained herein to the contrary, technical support fees for the first
two years shall be payable quarterly, in advance, in accordance with
the attached payment schedule. However, in the event any technical
support fees remain unpaid after the due date, thereafter, technical
support fees shall be payable on an annual basis, in advance. For the
initial two renewal years the technical support will not increase by
more than 5% over the prior year's fees.
2 MISCELLANEOUS
You acknowledge that Oracle has delivered to your location, 1 copy of
the software media and 1 set of program documentation (in the form
generally available) for each program listed in section A that is
currently available in production release as of the effective date of
this ordering document. You shall be responsible for installation of
the software. All fees due under this ordering document shall be
non-cancellable and the sums paid nonrefundable, except as provided in
the agreement. You agree to pay applicable media and shipping charges.
Provided you continuously maintain Software Updates (Update
Subscription Service), additional CD packs for the programs provided
under this ordering document may be ordered through the Oracle Store
at the standard CD pack price. If you lose or damage the media
containing a program licensed hereunder, upon your written notice
Oracle will provide a replacement copy thereof, under Oracle's
then-current technical support policies, for a media and shipping
charge. The following shipping terms shall apply: FCA Shipping Point,
Prepaid, and Add. These terms shall also apply to any options
exercised by you.
C. OTHER
1 SEGMENTATION
The program licenses provided in this ordering document are offered
separately from any other proposal for consulting services you may
receive or have received from Oracle and do not require you to
purchase Oracle consulting services.
2 CUSTOMER REFERENCE
In consideration of the discounts granted to you under this ordering
document, Oracle may refer to you as a customer in sales
presentations, marketing vehicles and activities. In addition you
agree to become part of Oracle's reference program by working with a
representative from Oracle Marketing to develop a customer profile for
use on Oracle.com and for other promotional activities at Oracle's
discretion. The profile will include a quote from an executive of your
company and your company's logo.
World Gaming Plc. Issued by ORACLE CORPORATION CANADA INC. 29-MAY-03
Page 2 of 3
_______________________________________________________________________________________________________________________
ORDER DOCUMENT World Gaming Plc SHIP TO World Gaming Plc
LOCATION 1401 W 8th 4th Floor LOCATION 1401 W 8th 4th Floor
British Columbia British Columbia
Vancouver Vancouver
ONV6H1C9 ONV6H1C9
CONTACT David Fleming CONTACT David Fleming
PHONE 604-608-6008 PHONE 604-608-6008
FAX 604-684-0391 FAX 604-684-0391
EMAIL ADDRESS DAVID.FLEMING@WORLDGAMING.COM EMAIL ADDRESS DAVID.FLEMING@WORLDGAMING.COM
_______________________________________________________________________________________________________________________
TECHNICAL CONTACT World Gaming Plc BILL TO World Gaming Plc
LOCATION 1401 W 8th 4th Floor LOCATION 1401 W 8th 4th Floor
British Columbia British Columbia
Vancouver Vancouver
ONV6HIC9 ONV6H1C9
CONTACT David Fleming CONTACT David Fleming
PHONE 604-608-6008 PHONE 604-608-6008
FAX 604-684-0391 FAX 604-684-0391
EMAIL ADDRESS DAVID.FLEMING@WORLDGAMING.COM EMAIL ADDRESS DAVID.FLEMING@WORLDGAMING.COM
_______________________________________________________________________________________________________________________
This quote is valid through May 30, 2003 and shall become binding upon execution by you and acceptance by Oracle.
WORLD GAMING PLC ORACLE CORPORATION CANADA INC.
SIGNATURE ________________________________ SIGNATURE ________________________________
NAME ________________________________ NAME ________________________________
TITLE ________________________________ TITLE ________________________________
EFFECTIVE DATE ________________________________
_______________________________________________________________________________________________________________________
World Gaming Plc. Issued by ORACLE CORPORATION CANADA INC. 29-MAY-03
Page 2 of 3
[ORACLE LOGO]
ORACLE LICENSE AND SERVICES AGREEMENT
This license and services agreement ("agreement") includes the terms set out
below and the order you previously completed. Your order is not effective until
accepted by Oracle. If accepted, Oracle will notify you and this notice will
include a copy of your agreement.
DEFINITIONS
"You" and "your" refers to the individual or entity that has ordered Oracle
programs and/or services from Oracle Corporation Canada Inc. ("Oracle") or an
authorized distributor. The term "programs" refers to the Oracle software
products which you have ordered, program documentation, and any program updates
acquired through technical support. The term "services" refers to technical
support (excluding any program updates acquired through technical support),
education, online, consulting or other services which you have ordered.
RIGHTS GRANTED
Upon Oracle's acceptance of your order, you have the limited right to use the
programs and receive any services you ordered solely for your business
operations and subject to the terms of this agreement, including the definitions
and rules set forth in the order and the program documentation. You may allow
your agents and contractors to use the programs for this purpose, subject to the
terms of this agreement. Program documentation is either shipped with the
programs, or you may access the documentation online at http://docs.oracle.com.
If ordered, annual technical support is provided under Oracle's technical
support policies, which are subject to change and may contain additional terms.
You may access the current version of the technical support policies at http
://oracle.com/support/index.html?policies.html. Services are provided based on
Oracle's policies for the applicable services ordered and those policies are
subject to change and may contain additional terms. Upon Oracle's acceptance,
you have the limited right to use the materials resulting from the consulting
services you ordered solely for your business operations and subject to the
terms of this agreement. You may access the current version of the consulting
services policies at
http://oracle.comlconsulting/policies/index.html?content.html.
The services provided under this agreement may be related to your license to use
programs owned or distributed by Oracle which are acquired by you under a
separate order. The agreement referenced in the applicable order shall govern
your use of such programs. Any services acquired from Oracle are bid separately
from such program licenses, and you may acquire either services or such program
licenses without acquiring the other.
OWNERSHIP AND RESTRICTIONS
Oracle retains all ownership and intellectual property rights to the programs
and materials resulting from the services. You may make a sufficient number of
copies of each program for your licensed use and one copy of each program media;
you must obtain Oracle's prior written approval to make additional copies.
You may not:
o remove or modify any program markings or any notice of Oracle's proprietary
rights;
o 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
you have acquired);
o use the programs to provide third party training on the content and/or
functionality of the programs. except for training your licensed users;
o cause or permit reverse engineering (unless required by law for
interoperability), disassembly or decompilation of the programs; or
o disclose results of any program benchmark tests without Oracle's prior
written consent.
Page 1 of 10
WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
Oracle warrants that programs will substantially operate as described in the
applicable program documentation for one year after Oracle delivers them to you.
Oracle also warrants that services ordered will be provided in a manner
consistent with industry standards, and this warranty is valid for a period of
90 days from performance of the service.
ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR
UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. TO THE EXTENT
PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS
OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
FOR ANY BREACH OF THE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE'S ENTIRE
LIABILITY, SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF
THE WARRANTY, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE
FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL
SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF
THE SERVICES, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER
THE FEES PAID TO ORACLE FOR THE RELEVANT SERVICES.
TRIAL PROGRAMS
You may order trial programs, or Oracle may include additional programs with
your order which you may use for trial, non-production purposes only. 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 each program from Oracle. If you decide not to obtain a license for any
program after the 30 day trial period, you will cease using and will delete the
applicable 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.
INDEMNIFICATION
If someone makes a claim against you or Oracle ("Recipient") that any
information, design, specification, instruction, software, data, or material
("Material") furnished by the providing party ("Provider") and used by the
Recipient infringes their intellectual property rights, the Provider will
indemnify the Recipient if the Recipient does the following:
o notifies the Provider promptly in writing, not later than 30 days after the
Recipient receives notice of the claim, or sooner if required by applicable
law;
o gives the Provider sole control of the defense and any settlement
negotiations; and
o gives the Provider the information, authority, and assistance the Provider
needs to defend against or settle the claim.
If the Provider believes 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 or obtain a license to allow for continued
use, or if these alternatives are not commercially reasonable, the Provider may
end the license for 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, then Oracle
may, at its option and upon 30 days prior written notice, terminate the order
and you will pay Oracle for the services and related expenses rendered through
the date of termination on a time and materials or percent of completion basis
as applicable. The Provider will not indemnify the Recipient if the Recipient
alters the Material 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. 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. You will indemnify Oracle to the extent that an
infringement claim is based upon the combination of programs with any products
or services not provided by Oracle. This section provides the parties' exclusive
remedy for any infringement claims or damages.
Page 2 of 10
TECHNICAL SUPPORT
For purposes of the ordering document, technical support consists of Software
Updates, Product Support and/or other annual technical support services you may
have ordered. If ordered, annual technical support is provided under Oracle's
technical support policies in effect at the time the services are provided. The
technical support policies, incorporated in this agreement, are subject to
change and may contain additional terms, and you should review the policies
prior to entering into the ordering document for the applicable services. You
may access the current version of the technical support policies at
http://oracle.com/support/index.html?policies.html. Technical support acquired
with your order may be renewed annually and for the initial two renewal years
the technical support fee will not increase by more than 4% over the prior
year's fees. If your order is fulfilled by a member of Oracle's partner program,
the technical support fee for the first renewal year will be the price quoted to
you by your partner; the technical support fee for the second renewal year will
not increase by more than 4% over the prior year's fees. If you desupport a
subset of licenses in a license set, you may be required to terminate those
licenses. Any cancellation of support may result in the re-pricing of support
for your remaining licenses.
Oracle reserves the right to desupport its programs. You will be notified in
advance when a program is being desupported. Such desupport notices, which are
posted at Oracle's customer support web site, MetaLink (or Oracle's then current
customer support web site), contain desupport dates, information about
availability of Extended Assistance Support and Extended Maintenance Support and
information about migration paths for certain features. The desupport notices
are subject to change; Oracle will provide updated desupport notices on MetaLink
(or Oracle's then current customer support web site) as necessary.
GENERAL
END OF AGREEMENT
If you breach the terms of this agreement and fail to correct the breach within
30 days after Oracle notifies you in writing, Oracle may end this agreement and
your use of programs and/or services ordered. If Oracle ends this agreement as
specified in the preceding sentence, you must pay within 30 days all amounts
which have accrued prior to the end of this agreement, as well as all sums
remaining unpaid for programs ordered and/or services received under this
agreement. You agree that if you are in default under this agreement, you may
not use those programs and/or services ordered. You further agree that if you
have used an OFD agreement to pay for the fees due under an order and you are in
default under the OFD agreement related to that order, you may not use the
programs and/or services ordered.
FEES AND TAXES
All fees payable to Oracle are due within 30 days from the invoice date, and you
also agree to pay any sales, value-added or other similar taxes imposed by
applicable law which Oracle must pay based on the programs or services you
ordered. Fees listed in this agreement are exclusive of value added tax and/or
similar sales taxes. Such taxes shall be charged at the appropriate rate by
Oracle in addition to its stated fees and shall be shown separately on the
relevant invoice.
NONDISCLOSURE
By virtue of this agreement, the parties may have access to information that is
confidential to one another ("confidential information"). Confidential
information shall be limited to the terms and pricing under this agreement, and
all information clearly identified as confidential.
A party's confidential information shall not include information that: (a) is or
becomes a part of the public domain through no act or omission of the other
party; (b) was in the other party's lawful possession prior to the disclosure
and had not been obtained by the other party either directly or indirectly from
the disclosing party; (c) is lawfully disclosed to the other party by a third
party without restriction on the disclosure; or (d) is independently developed
by the other party.
The parties agree to hold each other's confidential information in confidence
for a period of three years from the date of disclosure. The parties agree,
unless required by law, not to make each other's confidential information
available in any form to any third party for any purpose other than the
Page 3 of 10
implementation of this agreement. Each party agrees to take all reasonable steps
to ensure that confidential information is not disclosed or distributed by its
employees or agents in violation of the terms of this agreement. Nothing shall
prevent either party from disclosing the terms or pricing under this agreement
or orders submitted under this agreement in any legal proceeding arising from or
in connection with this agreement.
ENTIRE AGREEMENT
You agree that this agreement and the information which is expressly
incorporated into this agreement (including reference to information contained
in a URL), together with the applicable order, are the complete agreement for
the programs and services ordered by you, and this agreement supersedes all
prior or contemporaneous agreements or representations regarding such programs
and/or services. If any term of this agreement is found to be invalid or
unenforceable, the remaining provisions will remain effective. It is expressly
agreed that the terms of this agreement and any Oracle ordering document shall
supersede the terms in any purchase order or other non-Oracle ordering document
and no terms included in any such purchase order or other non-Oracle ordering
document shall apply to the programs and/or services ordered. This agreement may
not be modified and the rights and restrictions may not be altered or waived
except in a writing signed or accepted online through the Oracle Store by
authorized representatives of you and of Oracle and any notice required under
this agreement shall be provided to the other party in writing.
LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE.
ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT AND YOUR ORDER,
WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR
THE DEFICIENT PROGRAM OR SERVICE UNDER THIS AGREEMENT AS SPECIFIED IN YOUR
ORDER. IN NO EVENT SHALL ORACLE'S LIABILITY ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT EXCEED THE TOTAL VALUE OF YOUR ORDER.
EXPORT
You agree that Canadian and U.S. export control laws and other applicable export
and import laws govern your use of the programs, including technical data;
additional information can be found on Oracle's Global Trade Compliance web site
located at http://www.oracle.comlproducts/exportlindex.html?content.html. You
agree that neither the programs nor any 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.
OTHER
This agreement is governed by the laws of the Province of Ontario and you and
Oracle agree to submit to the exclusive jurisdiction of, and venue in, the
courts in Toronto, Ontario in any dispute arising out of or relating to this
agreement
If you have a dispute with Oracle or if you wish to provide a notice under the
Indemnification section of this agreement, or if you become subject to
insolvency proceedings, you will promptly send written notice to: Oracle
Corporation Canada Inc. 110 Matheson Blvd. W., Suite 100, Mississauga, Ontario,
L5R 3P4, Attention: General Counsel, Legal Department.
You may not assign this agreement or give or transfer the programs and/or any
services ordered or an interest in them to another individual or entity. If you
grant a security interest in the programs and/or any services, the secured party
has no right to use or transfer the programs and/or any services, and if you
decide to lease or finance your acquisition of the programs and/or any services,
you will follow Oracle's policies regarding financing and leasing which are at
http://www.oracle.comlservices/financing/index.html?Financing.html
Except for actions for nonpayment or breach of Oracle's proprietary rights in
the programs, no action, regardless of form, arising out of or relating to this
agreement may be brought by either party more than two years after the cause of
action has accrued.
Page 4 of 10
Upon 45 days written notice, Oracle may audit your use of the programs. You
agree to cooperate with Oracle's audit and provide reasonable assistance and
access to information. You agree to pay within 30 days of written notification
any underpaid fees. If you do not pay, Oracle can end your technical support,
licenses and this agreement.
LICENSE DEFINITIONS AND RULES
To fully understand your license grant, you need to review the definition for
the licensing metric and term designation as well as the licensing rules, which
are listed below.
ADAPTER: is defined as each software code interface, installed on each
Application Interconnect hub, which facilitates communication of information
between third party software applications and Oracle programs.
$M ANNUAL TRANSACTION VOLUME: is defined as one million five hundred and
eighty-three thousand seven hundred Canadian dollars in all purchase orders
transacted and all auctions conducted through the Oracle Exchange Marketplace by
you and others during the applicable year of the Oracle Exchange Marketplace
license, regardless of whether any such auction results in a purchase order,
provided that an auction resulting in a purchase order shall only be counted
against the Annual Transaction Volume once.
APPLICATIONS NATIONAL LANGUAGE SUPPORT (NLS) SUPPLEMENT CD PACKS: Please be
advised that only a subset of the products included on an Applications NLS
Supplement CD Pack have been translated. For existing supported customers,
MetaLink has information on which products have been translated for the
supported languages (HTTP://MCTALINK.ORACLE.COM). For new or unsupported
customers, please contact your Oracle Account Manager for this information.
APPLICATION USER, FIELD SALES USER, FINANCIALS USER, INVENTORY/SHIPPING USER,
MARKETING USER, MANUFACTURING USER, TELESALES USER: is defined as an individual
authorized by you to use the applicable licensed application programs which are
installed on a single server or on multiple servers regardless of whether the
individual is actively using the programs at any given time.
APPLICATION READ-ONLY USER: is defined as an individual authorized by you to run
only queries or reports against the following application programs for which you
have also acquired non-read only application user licenses: Financials,
Purchasing, Project Costing, Sales Contracts, Service Contracts, Project
Contracts, Discrete Manufacturing and Process Manufacturing.
CASE REPORT FORM (CRF) PAGE: is defined as the "electronic equivalent" of what
would be the total number of physical paper pages initiated remotely by the
program (measured explicitly in the program as Received Data Collection
Instruments) during a 12 month period. You may not exceed the licensed number of
CRF Pages during any 12 month period unless you acquire additional CRF Page
licenses from Oracle.
COMPENSATED INDIVIDUAL: is defined as an individual whose compensation or
compensation calculations are generated by the programs. The term Compensated
Individual includes, but is not limited to, your employees, contractors,
retirees, and any other Person.
COMPUTER: is defined as the computer on which the programs are installed. A
Computer license allows you to use the licensed program on a single specified
computer.
SM COST OF GOODS SOLD: is defined as one million five hundred and eighty-three
thousand seven hundred Canadian dollars in the total cost of inventory that a
company has sold during their fiscal year. If Cost of Goods Sold is unknown to
you then Cost of Goods Sold shall be equal to 75% of total company revenue.
ELECTRONIC ORDER LINE: is defined as the total number of distinct order lines
entered electronically into the Oracle Order Management, Purchasing or iStore
application from any source (not manually entered by licensed Order Management
Users, Purchasing Users, or Professional Users) during a 12 month period. This
includes order lines originating as external EDI/XML transactions and/or sourced
from other Oracle and non-Oracle applications. You may not exceed the licensed
number of order lines during any 12 month period.
Page 5 of 10
EMPLOYEE: is defined as an active employee of yours. (NOTE: THE VALUE OF THESE
APPLICATIONS IS DETERMINED BY THE SIZE OF THE ACTIVE EMPLOYEE POPULATION AND NOT
THE NUMBER OF ACTUAL USERS. THEREFORE, ALL OF YOUR ACTIVE EMPLOYEES MUST BE
INCLUDED IN YOUR ORDER WHEN LICENSING THESE APPLICATIONS.)
EMPLOYEE USER: is defined as an individual authorized by you to use the
application programs which are installed on a single server or multiple servers,
regardless of whether or not the individual is actively using the programs at
any given time. Your human resource personnel that require access to the Oracle
Self Service Human Resources program may not be licensed as Employee Users, but
must be licensed as Professional Users. Additionally, your technical support
personnel that require access to the Oracle iSupport program may not be licensed
as Employee Users, but must be licensed as Professional Users.
EXPENSE REPORT: is defined as the total number of expense reports processed by
Internet Expenses during a 12 month period. You may not exceed the licensed
number of expense reports during any 12 month period.
FIELD TECHNICIAN: is defined as an engineer, technician, representative, or
other person who is dispatched by you, including the dispatchers, to the field
using the programs.
FULL TIME EQUIVALENT (FTE) STUDENT: is defined as any full-time student enrolled
in your institution and any part-time student enrolled in your institution
counts as 25% of an FTE Student. The definition of "full-time" and "part-time"
is based on your policies for student classification. If the number of FTE
Students is a fraction, that number will be rounded to the nearest whole number
for purposes of license quantity requirements.
HOSTED NAMED USER: is defined as an individual authorized by you to access the
hosted service, regardless of whether the individual is actively accessing the
hosted service at any given time.
ILEARNING SUBSCRIPTION: is defined as a web based learning environment that is
made available to you subject to the terms of this agreement and Oracle's
iLeaming Subscription Policies. Oracle's iLearning Subscription Policies are
located at http://oracle.com/policies/ilearningpolicy.html, and may be updated
by Oracle from time to time without notice to you.
IMPLEMENTATION SERVICES, PACKAGED METHODS, ARCHITECTURE SERVICES, ACCELERATOR
SERVICES, ASSESSMENT SERVICES AND WORKSHOPS: Each Implementation Service,
Packaged Method, Architecture Service, Accelerator Service, Assessment Service
and Workshop is provided subject to the statement of obligation for that
particular offering and Oracle's consulting services policies. Oracle's
consulting services policies are located at
www.oracle.comlconsulting/policies/index.html?content.html, and are subject to
change.
INVOICE LINE: is defined as the total number of invoice line items processed by
the program during a 12 month period. You may not exceed the licensed number of
Invoice Lines during any 12 month period unless you acquire additional Invoice
Line licenses from Oracle.
LEARNING CREDITS: may be used to acquire education products (excluding Oracle
Tutor, Oracle iLearning and Oracle iLearning Subscription) and services, at the
list price and under the terms specified in the Oracle University online
catalogue, posted at www.oracle.com/education, at the time such products or
services are ordered. A Learning Credit is valid for 12 months from the date the
Learning Credit is ordered, and may only be used in the country where it was
acquired. Any unused Learning Credit will expire at the end of the term. You may
be required to execute standard Oracle ordering materials when using a Learning
Credit to order education products or services.
$M IN MANAGED ASSETS: is defined as one million five hundred and eighty-three
thousand seven hundred Canadian dollars of the following total: (1) Book value
of investment in capital leases, direct financing leases and other finance
leases, including residuals, whether owned or managed for others, active on the
program, plus (2) Book value of assets on operating leases, whether owned or
managed for others, active on the program, plus (3) Book value of loans, notes,
conditional sales contracts and other receivables, owned or managed for others,
active on the program, plus (4) Book value of non earning assets, owned or
Page 6 of 10
managed for others, which were previously leased and active on the program,
including assets from term terminated leases and repossessed assets, plus (5)
Original cost of assets underlying leases and loans, originated and active on
the program, then sold within the previous 12 months.
MODULE: is defined as each production database running the programs.
NAMED USER PLUS: is defined as an individual authorized by you to use the
programs which are installed on a single server or multiple servers, regardless
of whether the individual is actively using the programs at any given time. A
non human operated device will be counted as a named user plus in addition to
all individuals authorized to use the programs, if such devices can access the
programs. If multiplexing hardware or software (e.g., a TP monitor or a web
server product) is used, this number must be measured at the multiplexing front
end. Automated batching of data from computer to computer is permitted. You are
responsible for ensuring that the named user plus per processor minimums are
maintained for the programs contained in the user minimum table in the licensing
rules section; the minimums table provides for the minimum number of named users
plus required and all actual users must be licensed.
NON EMPLOYEE USER - EXTERNAL: is defined as an individual, who is not your
employee, contractor or outsourcer, authorized by you to use the application
programs which are installed on a single server or multiple servers, regardless
of whether or not the individual is actively using the programs at any given
time.
OFD AGREEMENT: is an agreement between you and Oracle (or one of Oracle's
affiliates) that provides for payments over time of some or all of the sums due
under your order.
ORACLE LEARNING NETWORK (OLN): OLN is a web based learning environment that is
made available to you subject to the terms of this agreement and Oracle's OLN
Hosting Access Policies. Oracle's OLN Hosting Access Policies are located at
www.oracle.com/education/oln/index.html?olnpolicies.html, and may be updated by
Oracle from time to time without notice to you.
ORDER LINE: is defined as the total number of order entry line items processed
by the program during a 12 month period. Multiple order entry line items may be
entered as part of an individual customer order or quote and may also be
automatically generated by the Oracle Configurator. You may not exceed the
licensed number of Order Lines during any 12 month period unless you acquire
additional Order Line licenses from Oracle.
ORDER MANAGEMENT USER: is defined as an individual authorized by you to use the
applicable licensed application programs which are installed on a single server
or on multiple servers regardless of whether the individual is actively using
the programs at any given time. Order Management Users are allowed to manually
enter orders directly into the programs but any orders entered electronically
from other sources must be licensed separately.
ORDERS: is defined as the total number of distinct orders for all programs that
are a part of Electronic Orders, entered electronically (not manually entered by
licensed professional users) through ED!, XML or other electronic means
including purchase orders transmitted from Oracle Purchasing, during a 12 month
period. You may not exceed the licensed number of orders during any 12 month
period.
PERSON: is defined as your employee or contractor who is actively working on
behalf of your organization or a former employee who has one or more benefit
plans managed by the system or continues to be paid through the system. For Time
and Labor, a person is defined as an employee or contractor whose time or labor
@iece work) or absences are managed by the system. For Project Resource
Management, a person is defined as an individual who is scheduled on a project.
The total number of licenses needed is to be based on the peak number of
part-time and full-time people whose records are recorded in the system.
PORTED NUMBER: is defined as the telephone number that end users retain as they
change from one service provider to another. This telephone number originally
resides on a telephone switch and is moved into the responsibility of another
telephone switch.
Page 7 of 10
PRIMARY USAGE: is defined as each Application User of the following
applications: Financials, Discrete Manufacturing, Process Manufacturing, Project
Costing and Purchasing. Each such Application User is counted only once based on
primary usage. You must specify how many Application Users you are licensing for
each application. Primary Usage of one of the applications listed above provides
the Application User with the right to use any or all of the other application
programs listed above for which you are licensed. Primary Usage does not provide
you with the right to use other application programs including the extensions or
options to the application programs listed above.
PROCESSOR: shall be defined as all processors where the Oracle programs are
installed and/or running. Programs licensed on a Processor basis may be accessed
by your internal users (including agents and contractors) and by third party
users. For the Healthcare Transaction Base program, only the processors on which
Internet Application Server (Standard Edition and/or Enterprise Edition) and
this program are installed and/or running are counted for the purpose of
determining the number of licenses required. For the iSupport, iStore and
Configurator programs, only the processors on which Internet Application Server
(Standard Edition and/or Enterprise Edition) and the licensed program are
running are counted for the purpose of determining the number of licenses
required for the licensed program; under these licenses you may also install
and/or run the licensed program on the processors where a licensed Oracle
Database (Standard Edition and/or Enterprise Edition) is installed and/or
running.
PROFESSIONAL USER: is defined as an individual authorized by you to use the
application programs which are installed on a single server or multiple servers,
regardless of whether or not the individual is actively using the programs at
any given time. For the purposes of Order Management, Advanced Pricing and
Purchasing, Professional Users are allowed to manually enter orders directly
into these programs but any orders transmitted or executed electronically (via
EDI, XML or other electronic means including purchase orders transmitted from
Oracle Purchasing) must be licensed separately.
PROFESSIONAL USER -- EXTERNAL: is defined as an individual, who is not your
employee, contractor or outsourcer, authorized by you to use the application
programs which are installed on a single server or multiple servers, regardless
of whether or not the individual is actively using the programs at any given
time. For the purposes of Order Management, Advanced Pricing and Purchasing,
Professional Users -- External are allowed to manually enter orders directly
into these programs but any orders transmitted or executed electronically (via
EDI, XML or other electronic means including purchase orders transmitted from
Oracle Purchasing) must be licensed separately.
PROFESSIONAL USER 2003: is defined as an individual authorized by you to use the
application programs which are installed on a single server or multiple servers,
regardless of whether or not the individual is actively using the programs at
any given time. Professional Users are allowed to manually enter orders directly
into the programs but any orders entered electronically from other sources must
be licensed separately.
PROFESSIONAL USER 2003 - EXTERNAL: is defined as an individual, who is not your
employee, contractor or outsourcer, authorized by you to use the application
programs which are installed on a single server or multiple servers, regardless
of whether or not the individual is actively using the programs at any given
time. Professional Users are allowed to manually enter orders directly into the
programs but any orders entered electronically from other sources must be
licensed separately.
PROGRAM DOCUMENTATION: is defined as the program user manual and program
installation manuals.
PURCHASE LINE: is defined as the total number of purchase line items processed
by the application during a 12 month period. Multiple purchase lines may be
created on either a requisition or purchase order or may be automatically
generated by other Oracle Application programs. For iProcurement, Purchase Lines
are counted as all line items on an approved requisition created in
iProcurement. For Purchasing Intelligence, Purchase Lines are counted as the
line items on purchase orders processed through this application. This does not
include communication on the same purchase order. For each application, you may
not exceed the licensed number of Purchase Lines during any 12 month period
Page 8 of 10
unless you acquire additional Purchase Line licenses from us. You may acquire a
different number of Purchase Line licenses for each program (the number of
Purchase Lines for iProcurement could be a smaller number than for Purchasing
Intelligence).
PURCHASING USER: is defined as an individual authorized by you to use the
applicable licensed application programs which are installed on a single server
or on multiple servers regardless of whether the individual is actively using
the programs at any given time. Purchasing Users are allowed to manually enter
orders directly into the programs but any orders entered electronically from
other sources must be licensed separately.
SM IN REVENUE: is defined as one million five hundred and eighty-three thousand
seven hundred Canadian dollars in all income (interest income and non interest
income) before adjustments for expenses and taxes generated by you during a
fiscal year.
ROSETTANET PARTNER INTERFACE PROCESSES(R) (PIPS(R)): are defined as business
processes between trading partners. Preconfigured system-to-system XML-based
dialogs for the relevant E-Business Suite Application(s) are provided. Each
preconfigured PIP includes a business document with the vocabulary and a
business process with the choreography of the message dialog.
SERVICE ORDER LINE: is defined as the total number of service order entry line
items processed by the program during a 12 month period. Multiple service order
entry line items may be entered as part of an individual customer service order
or quote. You may not exceed the licensed number of Service Order Lines during
any 12 month period unless you acquire additional Service Order Line licenses
from Oracle.
SUBSCRIBER: is defined as (a) a working telephone number for all wireline
devices; (b) a portable handset or paging device that has been activated by you
for wireless communications and paging; (c) a residential drop or a
nonresidential device serviced by a cable provider; or (d) a live connected
utility meter. The total number of Subscribers is equal to the aggregate of all
types of Subscribers. If your business is not defined in the primary definition
of Subscriber above, Subscriber is defined as each U.S. $1,583.70 increment of
your gross annual revenue as reported to the SEC in your annual Report or the
equivalent accounting or reporting document.
SUITE: is defined as all the functional software components described in the
product documentation.
TECHNICAL REFERENCE MANUALS
Technical Reference Manuals ("TRMs") are Oracle's confidential information. You
shall use the TRMs solely for your internal data processing operations for
purposes of: (a) implementing applications programs, (b) interfacing other
software and hardware systems to the applications programs and (c) building
extensions to applications programs. You shall not disclose, use or permit the
disclosure or use by others of the TRMs for any other purpose. You shall not use
the TRMs to create software that performs the same or similar functions as any
of Oracle products. You agree: (a) to exercise either at least the same degree
of care to safeguard the confidentiality of the TRMs as you exercise to
safeguard the confidentiality of your own most important confidential
information or a reasonable degree of care, whichever is greater; (b) to
maintain agreements with your employees and agents that protect the
confidentiality and proprietary rights of the confidential information of third
parties such as Oracle and instruct your employees and agents of these
requirements for the TRMs; (c) restrict disclosure of the TRMs to those of your
employees and agents who have a "need to know" consistent with the purposes for
which such TRMs were disclosed; (d) maintain the TRMs at all times on your
premises; and (e) not to remove or destroy any proprietary or confidential
legends or markings placed upon the TRMs. Oracle shall retain all title,
copyright and other proprietary rights in the TRMs. TRMs are provided to you
"as-is" without any warranty of any kind. Upon termination, you shall cease
using, and shall return or destroy, all copies of the applicable TRMs.
TRAINEE: is defined as an employee, contractor, student or other person who is
being recorded by the program.
Page 9 of 10
WORKSTATION: is defined as the client computer from which the programs are being
accessed, regardless of where the program is installed.
TERM DESIGNATION
If your program license does not specify a term, the program license is
perpetual and shall continue unless terminated as otherwise provided in the
agreement.
1, 2, 3, 4, 5 YEAR TERMS: A program license specifying a 1, 2, 3, 4 or 5 Year
Term shall commence on the effective date of the order and shall continue for
the specified period. At the end of the specified period the program license
shall terminate.
1 YEAR HOSTING TERM: A program license specifying a 1 Year Hosting Term shall
commence on the effective date of the order and shall continue for a period of 1
year. At the end of the 1 year the program license shall terminate. A program
license specifying a 1 Year Hosting Term may only be used for providing internet
hosting services.
1 YEAR ORACLE HOSTED TERM: A program license specifying a 1 Year Oracle Hosted
Term shall commence on the effective date of the order and shall continue for a
period of 1 year. At the end of the 1 year the program license shall terminate.
A program license specifying a 1 Year Oracle Hosted Term must be hosted by
Oracle.com via Computer and Administration services.
1 YEAR SUBSCRIPTION: A program license specifying a 1 Year Subscription shall
commence on the effective date of the order and shall continue for a period of 1
year. At the end of the 1 year the program license shall terminate.
LICENSINE RULES
You are responsible for ensuring that the following user minimums and user
maximums are maintained per program that you license per named user plus:
PROGRAM NAMED USER PLUS MINIMUM
Oracle Database Enterprise Edition [*]Named Users Plus per Processor
Rdb Enterprise Edition [*]Named Users Plus per Processor
CODASYL DBMS [*]Named Users Plus per Processor
Message Broker [*]Named Users Plus per Processor
TopLink [*]Named Users Plus per Processor
Internet Application Server Standard Edition [*]Named Users Plus per Processor
Internet Application Server Enterprise Edition [*]Named Users Plus per Processor
Personal Edition [*]Named User Plus per database
PROGRAM NAMED USER PLUS MAXIMUM
Personal Edition [*]Named User Plus per database
You are responsible for ensuring that the following restrictions are not
violated:
o Oracle Database Standard Edition may only be used on machines which have
the ability to run a maximum of four processors.
o The number of Enterprise Edition option licenses, Enterprise Manager
licenses and Rdb Server option licenses must match the number of licenses
of the associated database.
o The number of Internet Application Server Enterprise Edition option
licenses must match the number of licenses of the associated Internet
Application Server.
o Application licensing prerequisites as specified in the Applications
Licensing Table located at http://oracle.comlcorporate/pricing.
Your license for the Oracle Database includes the right to run the database on
an unlicensed spare computer for up to a total of ten separate days in any given
calendar year. Any use beyond the right granted in the previous sentence must be
licensed separately.
* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.
Page 10 of 10
Payment Schedule
MONTH# MONTH NEW PAYMENTS
------ ----- ------------
1 30-May-03 [*]
2 30-Jun-03 [*]
3 30-Jul-03 [*]
4 30-Aug-03 [*]
5 30-Sep-03 [*]
6 30-Oct-03 [*]
7 30-Nov-03 [*]
8 30-Dec-03 [*]
9 30-Jan-04 [*]
10 28-Feb-04 [*]
11 30-Mar-04 [*]
12 30-Apr-04 [*]
13 30-May-04 [*]
14 30-Jun-04 [*]
15 30-Jul-04 [*]
16 30-Aug-04 [*]
17 30-Sep-04 [*]
18 30-Oct-04 [*]
19 30-Nov-04 [*]
20 30-Dec-04 [*]
Total: [*]
* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.