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<br />Copyright 2020 Clariti Cloud Inc. All rights reserved. 2
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<br />CLARITI SUBSCRIPTION AGREEMENT
<br />This Subscription Agreement effective the Effective Date indicated below is made by and between Clariti Cloud Inc, of 422 Richards St, Suite 170, Vancouver,
<br />BC, V6B 2Z4 (“CLARITI”) and the Customer identified below (the “Customer”) (collectively the “Parties” and each a “Party”). For valuable consideration, the
<br />receipt and sufficiency of which each of the Parties acknowledges, the Parties hereby covenant and agree as follows:
<br />1. Introduction
<br />1.1. Clariti™ (“CLARITI”) is a proprietary, modular, web-based
<br />software solution for municipalities, accessible through the Apex Platform™
<br />online platform (the “Apex Platform”) operated by Salesforce.com Inc.
<br />(“Salesforce.com”).
<br />1.2. The details of Customer’s access to and use of CLARITI, including
<br />the number of authorized Users (defined in paragraph 4.1), will be specified
<br />in written quotes and purchase orders issued by the Parties. Purchase
<br />orders are sent from the Customer to CLARITI, from time to time (each an
<br />“Order”), which are governed by and form part of this Agreement. The Initial
<br />Order is attached as Exhibit B and incorporated herein by reference.
<br />1.3. Customer’s access to and use of CLARITI and the Apex Platform
<br />are governed by this Agreement and the Salesforce.com End User
<br />Subscription Agreement between the Customer and Salesforce.com
<br />attached as Exhibit “A” to this Agreement (collectively the “SFDC
<br />Agreements”). By signing this Agreement, Customer acknowledges and
<br />signifies to CLARITI and Salesforce.com that Customer has understood and
<br />agreed to the Salesforce.com End User Subscription Agreement. If there is
<br />any inconsistency or conflict between this Agreement and the SFDC
<br />Agreements, then this Agreement will take priority and govern regarding
<br />Customer’s access to and use of CLARITI and the relationship between
<br />Customer and CLARITI, and the SFDC Agreements will take priority and
<br />govern regarding Customer’s access to and use of the Apex Platform and
<br />the relationship between Customer and Salesforce.com.
<br />2. Term and Services
<br />2.1. Term of Agreement and Orders: The initial term of this
<br />Agreement is for the period set forth in the initial Order commencing on the
<br />Effective Date (the “Initial Term”), unless terminated earlier by either Party
<br />pursuant to this Agreement. Unless expressly stated otherwise in an Order,
<br />this Agreement will automatically renew for additional one-year periods
<br />(each a “Renewal Term”), unless terminated earlier pursuant to this
<br />Agreement or unless either Party gives notice of non-renewal to the other
<br />Party by no later than ninety (90) days before the end of the Initial Term or
<br />the then-current Renewal Term. For purposes of this Agreement, the Initial
<br />Term and all Renewal Terms are referred to collectively as the “Term”. The
<br />term of each Order will commence on the effective date specified on the
<br />Order and expire on the expiration date specified in the Order, unless
<br />terminated earlier pursuant to this Agreement or the terms of the Order. Any
<br />changes to the Order quantity must be submitted 30 days before renewal.
<br />Each Order will automatically renew for additional one-year periods at the
<br />list price and quantity in effect at the time of renewal unless: (a) the Order is
<br />terminated earlier pursuant to this Agreement; (b) either Party gives notice
<br />of non-renewal to the other Party by no later than ninety (90) days before the
<br />end of the then-current term of the Order; or (c) the Order expressly states
<br />that it will not automatically renew.
<br />2.2. CLARITI Services: Subject to the provisions of this Agreement
<br />and the SFDC Agreements, CLARITI will provide the Customer the Services
<br />during the Term to access and use through the Apex Platform: (a) the
<br />CLARITI modules specified in valid and subsisting Orders; and (b) online
<br />training and technical support materials for those CLARITI modules
<br />(collectively, the “CLARITI Services”).
<br />2.3. Optional Services: CLARITI will provide optional services to or
<br />for the benefit of Customer (the “Optional Services”), as specified in
<br />applicable Orders. Unless otherwise agreed in writing by the Parties,
<br />Optional Services will be provided only during the Term and subject to this
<br />Agreement and such additional terms and conditions (including payment of
<br />additional fees) as agreed in writing by the Parties.
<br />2.4. Orders: Each time Customer wishes to request CLARITI
<br />Services and Optional Services (collectively, the “Services”) from CLARITI,
<br />Customer will sign and deliver to CLARITI a completed Order in the form
<br />prescribed by CLARITI. An Order submitted by Customer will not be binding
<br />on CLARITI unless and until CLARITI accepts the Order in writing.
<br />2.5. Technical Support. Customer will ensure that all requests for
<br />technical support regarding the services or system warranty and the apex
<br />platform are directed to Clariti only, and not to salesforce.com. Any request
<br />for technical support made by customer or any users to salesforce.com will
<br />be subject to an additional fee payable by customer.
<br />3. Customer Data
<br />3.1. Ownership of Customer Data: CLARITI will not acquire any
<br />right, title to interest in, to or associated with the data provided by Customer
<br />or created by Customer using the Services (collectively, the “Customer
<br />Data”).
<br />3.2. Storage/Return of Customer Data: Customer Data is stored by
<br />Salesforce.com in the Apex Platform and is subject to the Salesforce.com
<br />End User Subscription Agreement. At any time upon request by Customer
<br />during the Term and within thirty (30) days after the end of the Term,
<br />CLARITI will request that Salesforce.com return all Customer Data in the
<br />Apex Platform to Customer in accordance with the Salesforce.com End User
<br />Subscription Agreement. CLARITI and Salesforce.com are not responsible
<br />for the privacy, security or integrity of Customer Data that is transmitted
<br />outside the Apex Platform.
<br />3.3. Consent and License of Customer Data: Certain Services may
<br />require that CLARITI and Salesforce.com access, use, process and transmit
<br />Customer Data, and certain CLARITI modules or additional functionalities
<br />(including data integration with Customer’s systems) may result in Customer
<br />Data being transmitted from the Apex Platform to other computer systems.
<br />Customer authorizes and consents to such use of Customer Data by
<br />CLARITI and Salesforce.com, and hereby grants to CLARITI and
<br />Salesforce.com a non-exclusive, royalty free, world-wide right and license
<br />during the Term to access, copy, process and otherwise use Customer Data
<br />as may be required to provide the Services, perform CLARITI’s obligations
<br />under this Agreement or to create Anonymized Data. "Anonymized Data"
<br />means Customer Data which has been stripped of information potentially
<br />identifying Customer or which contains any Personal Information, and has
<br />been manipulated or combined to provide generalized anonymous
<br />information that cannot be reverse-engineered to identify the Customer or
<br />identify an individual.
<br />3.4. Disclaimer: Use of Customer Data is at Customer’s own risk.
<br />Customer is solely responsible for, and bears all risks and liabilities
<br />associated with, all Customer Data. CLARITI does not have any control over
<br />Customer DATA AND is not responsible or liable for Salesforce.com’s
<br />storage of Customer Data or the deletion, correction, destruction, damage,
<br />loss of or failure to store any Customer Data. CLARITI makes no
<br />representation, warranty, condition or guarantee of any nature or kind
<br />whatsoever, whether express, implied or statutory, or arising from custom or
<br />trade usage or by any course of dealing or course of performance, regarding
<br />Customer Data, and disclaims any and all responsibility and liability for
<br />Customer Data to the fullest extent permitted by law.
<br />4. Authorized Users
<br />4.1. Users: Customer will access and use the Services only through
<br />Customer’s authorized representatives (each a “User”) with a valid and
<br />subsisting account (each an “Account”) and username and password
<br />issued by or on behalf of CLARITI (collectively, “Codes”). Customer will
<br />appoint and authorize one or more Users (each an “Administrator”) to
<br />appoint other Users and administer Customer’s use of the Services.
<br />Customer will not authorize more Users than the number of Users specified
<br />in valid and subsisting Orders. A User whose employment has been
<br />terminated by Customer or who will otherwise no longer use the Service may
<br />be replaced with a new User. Customer is fully responsible and liable for,
<br />and bears all risks relating to, all use of the Services by Users and all acts
<br />or omissions by Users and will ensure that all Users comply with the terms
<br />of this Agreement and the SFDC Agreements.
<br />4.2. Registration/Changes: CLARITI may refuse to register any
<br />individual as a User, and may, acting reasonably, restrict, suspend or
<br />terminate (in whole or in part) the permission granted to any User to access
<br />and use the Services. A User’s permission to access or use the Services
<br />will automatically be terminated if Salesforce.com suspends or terminates
<br />the User’s permission to access or use the Apex Platform.
<br />4.3. Accounts/Codes: Accounts and Codes are specific to the User
<br />for whom they are issued and may not be shared with any other person.
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