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Clariti
<br />Exhibit "A"
<br />Salesforce.com End User Subscription Agreement
<br />This is an Agreement between Salesforce.com and the Customer and governs the Customer's access to and use of the Apex Platform and related services
<br />provided by Salesforce.com. This Agreement exempts Salesforce.com and other persons from liability or limits their liability and contains other important
<br />provisions that Customer should read. By signing the CLARITI Subscription Agreement, Customer acknowledges and signifies that it has read, understood,
<br />and agreed to this Agreement. If Customer does not accept and agree to this Agreement, Customer may not access or use the Apex Platform.
<br />Definitions
<br />In this Agreement:
<br />(a) "AppExchange" means the online directory of on -demand applications that work with the Service, located at http://www.appexchange.com or
<br />at any successor websites.
<br />(b) "Reseller" means Clariti Cloud Inc.
<br />(c) "Service" means the online, Web -based application provided by SFDC via http://www.salesforce.com and/or other designated websites,
<br />including associated offiine components but excluding AppExchange applications.
<br />(d) "Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been
<br />supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request).
<br />(a) "You' and "Your" means the customer entity which has contracted to purchase subscriptions to use the Service subject to the conditions of
<br />these End User Subscription Terms.
<br />(f) "Your Data" means all electronic data or information submitted by You to the Service.
<br />2. Use of Service.
<br />(a) User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing
<br />former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service).
<br />(b) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (Ili) shall use
<br />commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Reseller or Salesforce.com promptly
<br />of any such unauthorized use You become aware of; and (Iv) shall comply with all applicable local, state, federal and foreign laws and regulations
<br />in using the Service.
<br />(c) You shall use the Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer,
<br />assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Users or as
<br />otherwise contemplated by these End User Subscription Terms; (ii) send spam or otherwise duplicative or unsolicited messages in violation of
<br />applicable laws; (III) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, Including material that Is
<br />harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or
<br />malicious code, flies, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained
<br />therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
<br />(d) You shall not (I) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other
<br />than on Your own intranets or otherwise for Your own internal business purposes; (ili) reverse engineer the Service; or (iv) access the Service
<br />in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service.
<br />3. Services Provided. The Service will be made available to You pursuant to the terms and conditions set forth in this End User Subscription
<br />Agreement. Salesforce.com shall: (i) not use, modify, or disclose to anyone other than Users, Your Data; (ii) maintain the security and integrity of the
<br />Service and Your Data; (iii) provide basic support to Your Users, only to the extent such cases are escalated to SFDC by Reseller in Reseller's discretion;
<br />and (iv) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which
<br />Salesforce.com shall give at least 8 hours notice via the Service and which Salesforce.com shall schedule to the extent reasonably practicable during the
<br />weekend hours from 6:00 p.m. U.S. Pacific Time Friday to 3:00 a.m. U.S, Pacific Time Monday); or (b) any unavailability caused by circumstances beyond
<br />Salesforce.com's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror,
<br />strikes or other labor problems (other than those involving Salesforce.com employees), computer, telecommunications, Internet service provider or hosting
<br />facility failures or delays involving hardware, software or power systems not within Salesforce.com's possession or reasonable control, and denial of
<br />service attacks.
<br />4. Third -Party Providers. Certain third -party providers, some of which may be listed on pages within Salesforce.com's website and including
<br />providers of AppExchange applications, offer products and services related to the Service, including implementation, customization and other consulting
<br />services related to customers' use of the Service and applications (both ofdine and online) that work in conjunction with the Service, such as by exchanging
<br />data with the Service or by offering additional functionality within the user interface of the Service through use of the Service's application programming
<br />interface. Salesforce.com does not warrant any such third -party providers or any of their products or services, whether or not such products or services
<br />are designated by Salesforce.com as "certified,""validated" or otherwise. Any exchange of data or other interaction between You and a third -party provider,
<br />and any purchase by You of any product or service offered by such third -party provider, is solely between You and such third -party provider. In addition,
<br />from time to time, certain additional functionality (not defined as part of the Service) may be offered by Salesforce.com or Reseller to You, for an additional
<br />fee, on a pass -through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of
<br />such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any
<br />inconsistency with the terms of these End User Subscription Terms, No purchase of such third -party products or services is required to use the Service.
<br />5. Proprietary Rights. Subject to the limited rights expressly granted hereunder, Salesforce.com reserves all rights, title and interest in and to the
<br />Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in these End User
<br />Copyright 2020 Clariti Cloud Inc. All rights reserved. 7
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