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,Clariti
<br />coverage for breach response costs, regulatory fines and penalties as well
<br />as credit monitoring expenses.
<br />10. Indemnity
<br />10.1. Indemnity: Customer will defend, indemnify, and save and hold
<br />harmless CLARITI and its personnel and representatives from and against
<br />all Claims and Proceedings directly or indirectly arising from, connected with,
<br />or relating to Customer's use of the Services and the Apex Platform, or any
<br />actual or alleged negligence, misconduct or breach of this Agreement or the
<br />SFDC Agreements by Customer or any other person for whom Customer is
<br />under this Agreement or In law responsible, or any breach of Customer's
<br />warranties under this Agreement. Customer will assist and co-operate as
<br />fully as reasonably required by CLARITI in the defence of all third -party
<br />Claims and third party Proceedings. Additionally, CLARITI will defend,
<br />indemnify, and save and hold harmless Customer and its personnel and
<br />representatives from and against all Claims and Proceedings directly arising
<br />from any actual gross negligence, wilful misconduct or material breach of
<br />this Agreement or the SFDC Agreements by CLARITI or any other person
<br />for whom CLARITI is in law responsible, or any breach of CLARITI's express
<br />warranties under this Agreement. CLARITI will assist and co-operate as fully
<br />as reasonably required by Customer in the defence of all third -party Claims
<br />and third party Proceedings. In this Agreement: (a) "Claims" means claims,
<br />counterclaims, complaints, demands, causes of action, liabilities,
<br />obligations, damages, losses, legal fees, costs, expenses and
<br />disbursements (including reasonable attorneys' fees and court costs) of any
<br />nature or kind, whatsoever and howsoever arising, whether known or
<br />unknown, whether in law or in equity or pursuant to contract or statute, and
<br />whether in any court of law or equity or before any arbitrator or other body,
<br />board or tribunal; and (b) "Proceedings" means actions, suits, proceedings
<br />and hearings of any nature and kind in any court of law or equity or before
<br />any arbitrator or other body, board or tribunal.
<br />it. Termination and Suspension
<br />11.1. Termination: CLARITI or Customer may in its discretion
<br />terminate this Agreement for cause if the other party fails to cure any default
<br />upon reasonable notice. This Agreement will automatically and immediately
<br />terminate if Customer's access to and use of the Apex Platform is prohibited
<br />by Salesforce.com. If this Agreement is terminated, Customer will promptly
<br />pay all outstanding fees and charges, Each Order will automatically and
<br />immediately terminate upon the expiration or termination of this Agreement.
<br />11.2. Suspension of Services by CLARITI: Notwithstanding any other
<br />provision of this Agreement, if Customer fails to make a required payment
<br />under this Agreement, CLARITI may immediately suspend the provision of
<br />all or any portion of the Services upon 30 days' notice to Customer. In
<br />addition to other rights and remedies of CLARITI under this Agreement,
<br />CLARITI may suspend, terminate or limit (in CLARITI's sole discretion)
<br />Customer's access to or use of the Services, or any part of it, with reasonable
<br />notice in order to: (a) prevent damage to, or degradation of the integrity of,
<br />CLARITI's systems, CLARITI Property or Customer's systems; or (b) comply
<br />with any law, regulation, court order or other governmental request or order.
<br />CLARITI will use commercially reasonable efforts to notify Customer of a
<br />limitation, suspension or termination action as soon as reasonably
<br />practicable. In the event of a limitation or suspension, CLARITI will restore
<br />Customer's access to the Offering when CLARITI determines the event has
<br />been resolved. Nothing in this Agreement will limit CLARITI's right to take
<br />any action or invoke remedies or will act as a waiver of CLARITI's rights in
<br />any way with respect to any of the foregoing activities. Unless found to be
<br />done in bad faith, no such suspension will be a breach of this Agreement by
<br />CLARITI, entitle Customer to a refund or suspension of fees, or give rise to
<br />any liability by CLARITI to Customer or any other person.
<br />11.3. Survival: Notwithstanding any other provision of this Agreement,
<br />Sections 5, 8, 9, 10, and 12 and paragraphs 6.2, 3.1, 3.2, 3.3, 3.4, 4.4, 7.1
<br />and 11.3 of this Agreement, and all other provisions necessary to their
<br />interpretation or enforcement, will survive indefinitely after the termination of
<br />this Agreement and will remain in full force and effect and be binding upon
<br />the Parties as applicable.
<br />12. General
<br />12.1. Notices: CLARITI may deliver Orders, Invoices and other notices
<br />to Customer by email, facsimile, or delivery to the addresses on record in
<br />CLARITI's Customer file. Customer will give all notices to CLARITI under
<br />this Agreement in writing delivered by courier, by email, or by facsimile
<br />transmission to CLARITI's current address for delivery specified on in the
<br />signature block of this Agreement, as may be updated from time to time with
<br />notice.
<br />12.2. Publicity. CLARITI may reference Customer in CLARITI's
<br />advertising and promotional activities and materials (including CLARITI
<br />websites) and may list Customer In any listing or directory of CLARITI
<br />customers subject to Customer's prior written consent. Upon request by
<br />CLARITI, Customer may provide CLARITI with Customer's trademark or
<br />logos for use in such promotional materials, lists and directories.
<br />12.3. Solution Feedback - Access to personnel: For the purposes of
<br />Improving the CLARITI Product and Services, the Customer shall make
<br />available to CLARITI's Product Management and Customer For Life team
<br />representatives from the leadership, IT, and user communities on a quarterly
<br />basis. Solution feedback in the form of surveys and online meetings will
<br />capture product usage, including but not limited to: CLARITI Solution fit,
<br />CLARITI Model Utilization, CLARITI and Partner Training Utilization,
<br />Certification Attainment of Partner and Customer staff, performance data.
<br />This solution feedback may be shared with CLARITI partners in order to
<br />improve service levels. The frequency of this access shall be no more than
<br />a quarterly basis unless otherwise mutually agreed upon.
<br />12.4. Solution Feedback - Product Usage: For the purposes of
<br />improving the CLARITI Product and Services, Product usage and
<br />performance data may be automatically and periodically transmitted to
<br />CLARITI premises for the analysis. Customer Data is not contained in this
<br />transmission
<br />12.5. Solution Integration — Existing Salesforce Apps and Org: For
<br />the purposes of improving the CLARITI Product's integration into a
<br />Customer's existing Salesforce Org with existing Applications, within 3
<br />months of issuing a purchase order, the Customer or CLARITI Partner shall
<br />refresh the Full SandBox providing in 5.3 to match production, install the
<br />CLARITI software in the refreshed org, test business critical processes,
<br />resolve any conflicts, and then move CLARITI assets into the production
<br />environment. The CLARITI assets shall be unconfigured.
<br />12.6. Relationship of Parties: The Parties are non-exclusive
<br />independent contractors, and nothing In this Agreement or done pursuant to
<br />this Agreement will create or be construed to create a partnership, joint
<br />venture, agency, employment, or other similar relationship between the
<br />Parties.
<br />12.7. Force Majeure: Notwithstanding any other provision of this
<br />Agreement, CLARITI will not be liable to Customer or any other person for
<br />any delay in performing or failure to perform any of its obligations under this
<br />Agreement to the extent performance is delayed or prevented due to any
<br />cause or causes that are beyond CLARITI's reasonable control. Any delay
<br />or failure of this kind will not be deemed to be a breach of this Agreement by
<br />CLARITI, and the time for CLARITI's performance of the affected obligation
<br />will be extended by a period that is reasonable in the circumstances.
<br />12.8. Miscellaneous: If any provision of this Agreement is held to be
<br />invalid or unenforceable for any reason, then the provision will be deemed
<br />to be severed from this Agreement and the remaining provisions will
<br />continue in full force and effect without being impaired or invalidated in any
<br />way, unless as a result of any such severance this Agreement would fail in
<br />its essential purpose. No consent or waiver by a Party to or of any breach
<br />by the other Party in its performance of Its obligations under this Agreement
<br />will be: (a) deemed or construed to be a consent to or waiver of a continuing
<br />breach or any other breach of those or any other obligations of that Party; or
<br />(b) effective unless in writing and signed by both Parties, Except as
<br />expressly set forth in this Agreement, the Parties' respective rights and
<br />remedies under this Agreement are cumulative and not exclusive of any
<br />other rights or remedies to which the Parties may be lawfully entitled under
<br />this Agreement or at law or equity, and the Parties will be entitled to pursue
<br />all of their respective rights and remedies concurrently, consecutively and
<br />alternatively. In this Agreement: (a) a reference to "this Agreement" and
<br />other similar terms refers to this Subscription Agreement and all Orders,
<br />each of which is incorporated herein by reference, as a whole and not just to
<br />the particular provision in which those words appear; (b) headings In this
<br />Agreement are for reference only and do not define, limit or enlarge the
<br />scope or meaning of this Agreement or any of its provisions; (c) words
<br />importing persons include individuals, partnerships, associations, trusts,
<br />unincorporated organizations, societies and corporations; (d) words
<br />importing the singular number only include the plural and vice versa;
<br />(a) words Importing either gender include both genders; (f) "including"
<br />means including without limitation; (g) references to a day, month, or year,
<br />mean a calendar day, month, or year, unless expressly indicated otherwise;
<br />and (h) references to currency are to the currency of the United States of
<br />America, unless expressly indicated otherwise.
<br />Copyright 2020 Clariti Cloud Inc, Atl rights reserved.
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