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„Clariti
<br />efforts to prevent unauthorized access to or use of the Services or the Apex
<br />Platform and will promptly notify CLARITI of any unauthorized access to or
<br />use of the Services or the Apex Platform.
<br />7.3. Changes: Customer acknowledges and agrees that CLARITI
<br />may in its discretion change the Services from time to time, but shall provide
<br />notice of material changes to Customer. If any substantive changes to the
<br />Services are not approved by Customer, then Customer shall have the
<br />option to terminate the Agreement in its sole discretion. "substantive
<br />changes” means any change that fundamentally changes the nature of the
<br />Services offered to the Customer,
<br />a. Proprietary Rights
<br />8.1. General: CLARITI and its licensors will at all times own and retain
<br />all right, title and interest (including all intellectual property rights) in, to and
<br />associated with the Services and all related content, software and
<br />technologies. Salesforce.com will at all times own and retain all right, title
<br />and interest (including all intellectual property rights) in, to and associated
<br />with the Apex Platform and all related content, software and technologies.
<br />Customer will not acquire any right, title or interest in, to or associated with
<br />the Services or the Apex Platform or any related software or technologies,
<br />except for the limited license set forth in paragraph 2.2.
<br />8.2. CLARITI Marks: Claritil-, Clariti Cloud Inc.,- and related logos
<br />and marks are the trademarks of CLARITI ("CLARITI Marks"). Customer will
<br />not acquire any license to use, or any right, title or interest in, to or associated
<br />with, any of those trademarks.
<br />8.3. Disclosure of Customer Information to Salesforce.com:
<br />CLARITI will disclose information regarding Customer and Orders (including
<br />contact information regarding Customer's representatives) to
<br />Salesforce.com. CLARITI has no control over, or any responsibility or
<br />liability for, Salesforce.com's collection, use, or disclosure of that
<br />information.
<br />8.4. CLARITI Property & Reservation: CLARITI expressly reserves
<br />all rights in CLARITI Property, including all intellectual property rights. All
<br />right, title and interest in the CLARITI Property, and any update, modification,
<br />adaptation, translation, customization or derivative work thereof, is and
<br />remains with Provider (or Provider's third party suppliers, as applicable). The
<br />CLARITI Property is licensed on a subscription basis and not "sold" to
<br />Customer. CLARITI and its licensors will at all times own and retain all right,
<br />title and interest (including all intellectual property rights) in, to and
<br />associated with the CLARITI Property "CLARITI Property' means the
<br />Services, CLARITI Marks and Anonymized Data, and all materials provided
<br />by Provider and not specifically granted to Customer.
<br />9. Representations / Disclaimers / Liability Limitations
<br />9.1. RepresentationslWarranties of Customer: Customer
<br />represents and warrants to CLARITI that now and at all times during the
<br />Term: (a) Customer has the right, power, capacity and authority to enter into
<br />and perform its obligations under this Agreement and to grant the licenses,
<br />authorizations and permissions set forth in this Agreement (including
<br />regarding access to and use of Customer Data); (b) all information provided
<br />by Customer to CLARITI in an Order or otherwise is true, accurate, current
<br />and complete; and (c) Customers use of the Services complies with all
<br />applicable local, state, national and foreign laws, treaties and regulations,
<br />including those related to data privacy, international communications and the
<br />transmission of technical or personal data and (d) the provision of, or
<br />transmission of, any Customer Data to CLARITI and the use of such
<br />Customer Data for the purposes described in this Agreement does not and
<br />will not violate or infringe the rights of any person and Customer has obtained
<br />all appropriate and necessary consents to do so.
<br />9.2. Representations/Warranties of CLARITI: CLARITI represents
<br />and warrants to Customer that CLARITI has the corporate power, capacity
<br />and authority to enter into this Agreement. Functionality that was
<br />configured/developed by CLARITI and has unexpectedly stopped working is
<br />covered for up to one year from the date of implementation. ("System
<br />Warranty") Note that warranted items can only be diagnosed by CLARITI.
<br />Custom development performed by any non-CLARITI entity and functionality
<br />related to payment processing is excluded from System Warranty.
<br />9.3. SalesForce Development Lifecycle Restriction: Customer
<br />agrees to have its technical staff or system integrator staff maintain
<br />environments and best practices described in
<br />httos://resources.docs,salesforce com/196/latesL/en-
<br />us/sfdc/odf/salesforce development lifecvcle odf . System issues that arise
<br />due to not following procedures described in sections "Chapter 2:
<br />Development Environments", for single and multiple projects, "CHAPTER 4
<br />Track and Synchronize Development Changes', "CHAPTER 5 Release
<br />Management" are excluded from Section 9.2 System Warranty.
<br />9.4. No Other RepresentationslWarranties: The representations
<br />and warranties set forth in paragraph 9.2 are in lieu of all other
<br />representations, warranties, conditions and guarantees from CLARITI. The
<br />Services are provided "as is and with all faults", and without any, SUBJECT
<br />TO THE SYSTEM WARRANTY, representations, warranties, conditions or
<br />guarantees of any nature or kind whatsoever, whether express, implied or
<br />statutory, or arising from custom or trade usage or by any course of dealing
<br />or course of performance, including any representations, warranties,
<br />conditions or guarantees of or relating to: accuracy; capacity; completeness;
<br />delays; durability; errors; fitness for a particular purpose; lack of viruses or
<br />other harmful component, errors, or interrupted service; merchantability;
<br />non -infringement; performance; quality; results; suitability; timeliness; title;
<br />or workmanlike effort; all of which are hereby disclaimed by CLARITI to the
<br />fullest extent permitted by law. Without limiting the generality of the
<br />foregoing, CLARITI does not represent, warrant, or guarantee that: (a) the
<br />Services will be secure, timely, uninterrupted or error -free or operate in
<br />combination with any other hardware, software, system or data, will meet
<br />Customer's requirements or expectations, or will comply with applicable laws
<br />or be free from errors or uninterrupted service; (b) errors or defects will be
<br />corrected, or (c) the Services and related software and systems are free of
<br />viruses or other harmful components.
<br />9.5. General Disclaimer: Use of the Services and the Apex Platform
<br />is at Customer's own risk. The Services and the Apex Platform may be
<br />affected by numerous factors beyond CLARITI's control, and may not be
<br />continuous or uninterrupted or secure. Security and privacy risks cannot be
<br />eliminated. Customer is solely responsible for Customer's and Users' use
<br />of the Services and the Apex Platform. Customer hereby acknowledges that
<br />the Services may be subject to limitations, delays, and other problems
<br />inherent in the use of the Internet and electronic communications, and
<br />CLARITI is not responsible or liable for any delays, delivery failures, or other
<br />damage resulting from such problems.
<br />9.6. Liability Limitation: CLARITI WILL NOT BE LIABLE FOR ANY
<br />INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
<br />DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING,
<br />WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS,
<br />GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER
<br />THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF
<br />WARRANTY, OR IN TORT, AND EVEN IF CUSTOMER HAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE
<br />CUSTOMER HEREBY RELEASES CLARITI OF SAME. IN ANY EVENT,
<br />CLARITI'S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED
<br />ONLY TO DIRECT, VERIFIABLE DAMAGES, INCLUDING BREACH
<br />RESPONSE COSTS, REGULATORY FINES AND PENALTIES, AS WELL
<br />AS CREDIT MONITORING EXPENSES, AS APPLICABLE, ARISING
<br />FROM CLARITI'S NEGLIGENCE, MATERIAL NON -FULFILLMENT OR
<br />BREACH OF ANY WARRANTY OR COVENANT, OR ANY MATERIAL
<br />MISREPRESENTATION, EXPRESSLY PROVIDED UNDER THIS
<br />AGREEMENT.
<br />(a) General/Definition: this paragraph 9.6 applies regardless of any
<br />negligence or other fault or wrongdoing (including fundamental breach or
<br />gross negligence) by CLARITI or Salesforce.com, and even if they have
<br />been advised of the passibility of the loss or damage being incurred; and in
<br />this paragraph 9.6, references to "CLARITI" and "Salesforce.com" includes
<br />their respective past, present and future directors, officers, employees,
<br />agents, representatives, service providers, subcontractors, suppliers,
<br />licensors, licensees, and each of them, jointly and severally.
<br />9.7. Fair Allocation of Liability: Customer acknowledges and agrees
<br />that this Agreement presents a fair allocation of risk and liability, which is
<br />reflected in the Fees to be paid by Customer.
<br />9.8. Cyber Insurance: CLARITI shall be required to retain Cyber
<br />Insurance, with limits not less than $2.000,000 per occurrence or claim,
<br />$2,000,000 aggregate, during the Term of this Agreement. Coverage shall
<br />be sufficiently broad to respond to the duties and obligations as is
<br />undertaken by CLARITI in this Agreement and shall include, but not be
<br />limited to, claims involving security breach, system failure, data recovery,
<br />business interruption, cyber extortion, social engineering, infringement of
<br />intellectual property, including but not limited to infringement of copyright,
<br />trademark, trade dress, invasion of privacy violations, information theft,
<br />damage to or destruction of electronic information, release of private
<br />information, and alteration of electronic information. The policy shall provide
<br />Copyright 2020 Ctariti Cloud Inc. ALL rights reserved.
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