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<br />Customer will ensure that all Users keep their Codes secure and confidential
<br />at all times and not permit any other person to use their Account or Codes,
<br />and immediately notify CLARITI if they know or suspect that any Account or
<br />Code has become known to or used by any unauthorized person. Customer
<br />is fully responsible and liable for the security of all Customer Codes and all
<br />use and misuse of Customer Codes and Customer Accounts. If CLARITI, in
<br />its discretion, considers a Code to be insecure or to have been used
<br />inappropriately, then CLARITI may immediately cancel the Code without any
<br />notice to Customer, the affected User, or any other person.
<br />4.4. Disclaimer: Codes may not prevent unauthorized access to
<br />Customer Data or other information Customer or Users may use in
<br />connection with the Services. CLARITI is under no obligation to verify the
<br />actual identity or authority of the user of any Codes, Accounts or the
<br />Services, and is not responsible or liable for unauthorized access to the
<br />Services or any unauthorized or alteration, theft or destruction of Customer
<br />Data through accident, fraudulent means or devices, or any other method,
<br />unless the direct result of CLARITI's actions or gross negligence.
<br />5. Fees
<br />5.1. Fees -General: Customer will pay to CLARITI the applicable fees
<br />(the "Fees") for the Services as specified in Orders or as otherwise set forth
<br />in this Agreement. If the Fees are not specified in an Order or this
<br />Agreement, they will be based upon the rates in the current schedule of fees
<br />available on CLARITI's websites (the "Fee Schedule"), which may be
<br />changed by CLARITI in its discretion from time to time. User -based Fees
<br />will be based upon the total number of Users specified in applicable Orders,
<br />whether or not the corresponding Accounts are actively used during the
<br />billing period. All Fees in Orders are annual, and unless otherwise expressly
<br />set forth in an Order, Users added during a billing period will be subject to
<br />payment of Fees on a prorated basis.
<br />5.2. Fees — Data Storage: The Services include an amount of data
<br />storage calculated on a per User basis, as specified in the applicable Order.
<br />If the amount of data storage used by Customer during a billing period
<br />exceeds those limits, Customer will be charged additional Fees based upon
<br />the then current Fee Schedule.
<br />5.3. Fees — Full Sandbox(s): The Services require a 1 Full
<br />SalesForce sandbox be quoted and purchased for the purposes of receiving
<br />ongoing CLARITI updates. The Full Sandbox shall be refreshed to match
<br />the SalesForce production org on a quarterly basis. The Full Sandbox may
<br />be used by other parties, (Customer, CLARITI Partners) for other purposes
<br />with the understanding that they are aware and responsible for preserving
<br />any of their modifications, as the quarterly sandbox refresh will remove those
<br />changes to match the production org.
<br />5.4. Taxes: Fees are exclusive of all applicable federal, state,
<br />provincial, county, municipal and other sales, use, value-added, property,
<br />excise, import, foreign, withholding and other governmental taxes, duties,
<br />charges, levies, fees, excises, tariffs and assessments, of any nature
<br />whatsoever now or hereafter imposed (collectively, "Taxes'). Customer is
<br />solely responsible and liable for, and will pay to CLARITI, all Taxes (other
<br />than corporate income taxes payable by CLARITI) associated with, based
<br />on or due as a result of the Fees, and all related interest, penalties and
<br />expenses.
<br />5.5. Payments: For each Order, CLARITI will prepare and deliver an
<br />invoice to the Customer or Reseller setting out the applicable Fees and
<br />Taxes payable to CLARITI. Each invoice will be due and payable in
<br />accordance with the payment terms and method set forth in the Order or
<br />otherwise agreed to in writing by the Parties. CLARITI may deliver invoices
<br />to Customer by email. If payment is due beyond 45 days in arrears of Term,
<br />CLARITI may cancel Customer licensing.
<br />5.6. Compliance — User Services: - Customer understands that for
<br />the Services identified on the Section 5.5 invoice, there are certain Clariti
<br />and Salesforce.com license capabilities and limitations per Customer Org
<br />that are contractual in nature (e.g., the limit on the number of custom objects
<br />is not limited as a technical matter by the Services) and therefore the
<br />Customer agrees to strictly monitor and manage all System Integrators,
<br />Technical Staff and Users' use of such subscriptions in the Customer Org
<br />and adhere to the capabilities. The subscription capabilities are documented
<br />here Clariti OEM License Comparison and Clanti Platform Limitations.
<br />CLARITI may itself review Customer's use of subscriptions at any time
<br />through the Service.
<br />5.7. Compliance — Customer Community, Community Plus
<br />Services: - Customer understands that for the Customer Community
<br />Services identified on the Section 5.5 invoice, if Customer User logins in the
<br />applicable Org exceeds the Permitted Number of Monthly Logins (as
<br />described in the Order) in each of four consecutive calendar months,
<br />Reseller will be charged 1.5 times the per -Login price (based on the
<br />"Monthly/Unit Price' specified in the invoice) for each excess Customer User
<br />login in such fourth month and in each consecutive month thereafter in which
<br />the aggregate number of Customer User logins in the Ong exceeds the
<br />Permitted Number of Monthly Logins. Such additional fees will be charged
<br />to Reseller monthly in arrears in accordance with the billing and payment
<br />methods specified above. Unused logins are forfeited at the end of each
<br />month and do not roll over to subsequent months. The beginning and end of
<br />each calendar month will conform to U.S, Pacific Time.
<br />5.8. Audit: - CLARITI may audit use of User Services and
<br />subscriptions through the CLARITI and Salesforce.com Service. Should any
<br />audit reveal any unauthorized use of Services, Customer agrees to pay to
<br />CLARITI, within forty-five (45) days of CLARITI's notice of the audit results
<br />the price charged by CLARITI to Customer for the applicable Service in the
<br />same Org showing unauthorized use (taken as a group), beginning with the
<br />date of the first violation through the end of the then current subscription term
<br />(the "True Up Payment"). Upon payment of the True Up Payment, all
<br />Services showing unauthorized use will be converted into compliant
<br />Services and invoiced accordingly.
<br />6. Apex Platform
<br />6.1. Access to Platform: Customers access to and use of the
<br />Services will depend upon the access to and use of the Apex Platform (also
<br />referred to as an "Org', "Sandbox", or "Salesforce Organization"), which is
<br />operated and controlled solely by Salesforce.com, and is subject to the
<br />Salesforce.com End User Subscription Agreement.
<br />6.2. Disclaimer: CLARITI has no control over Salesforce.com or the
<br />Apex Platform And is not responsible or liable for the Apex Platform or any
<br />related matters or any act or omission by Salesforce.com or any of its
<br />personnel or representatives.
<br />Restrictions re Services
<br />7.1. Restrictions: Customer will use the Services only as expressly
<br />authorized by this Agreement and only for Customer's own internal business
<br />purposes, and not for any other purpose whatsoever. Without limiting the
<br />generality of the foregoing, Customer will not directly or indirectly: (a) use,
<br />disclose, or provide or permit access to or use of, the Services except as
<br />expressly authorized by this Agreement; (b) copy the online training and
<br />technical support materials except as necessary for their use as expressly
<br />set forth in this Agreement; (c) assign, authorize, license, sublicense, grant,
<br />sell, resell, share, lend, lease, loan, transfer, publish, transmit, publicly
<br />display or perform, distribute, rent, create any interest in, or otherwise give
<br />or make available or permit the use of or commercially exploit the Services
<br />or their functionality or performance, by or for the benefit of any other person,
<br />with or without charge; (d) modify or create derivative works from or based
<br />on the Services; (e) create links to or frame or mirror the Services; (1) alter,
<br />attempt to circumvent, destroy, obscure, or remove any notices, proprietary
<br />marks or codes, means of identification, or digital rights management tools
<br />or information, security or control measures (including license keys), or
<br />agreements (including end user agreements) on, in or in relation to the
<br />Services; (g) reverse engineer or access the Services or the Apex Platform
<br />in order to: (i) create a competitive product or service, or a product or service
<br />using similar ideas, features, functions or graphics; or (it) copy any ideas,
<br />features, functions or graphics of the Service; or (h) permit, assist or
<br />encourage any other person to do any of the foregoing.
<br />7.2. Prohibited Users/Uses: Customer may not access or use the
<br />Services or the Apex Platform if Customer is a direct competitor of
<br />Salesforce.com or CLARITI, or for the purpose of monitoring availability,
<br />performance, or functionality, or for any other benchmarking or competitive
<br />purposes. Customer will not, and will ensure that its Users do not, use the
<br />Services: (a) for any unlawful or immoral purpose; (b) to send spam or
<br />otherwise duplicative or unsolicited messages prohibited by applicable law;
<br />(c) to send or store infringing, obscene, threatening, libelous, or otherwise
<br />unlawful or tortious material, including material harmful to children or in
<br />violation of third party privacy rights; (d) to send or store material containing
<br />software viruses, worms, Trojan horses or other harmful computer code,
<br />files, scripts, agents or programs; (a) to interfere with or disrupt the integrity
<br />or performance of the Services or the Apex Platform or the data contained
<br />therein; or (f) to attempt to gain unauthorized access to the Services or the
<br />Apex Platform or related systems or networks. Customer will not, and will
<br />ensure that its Users do not, develop applications for internal use with the
<br />Apex Platform or the Services without the expressly prior written consent of
<br />CLARITI and Salesforce.com. Customer will use commercially reasonable
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