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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 for technical support made by customer or any users to salesforce,com will
<br /> 1,1. Claritl r" ("CLARITI") is a proprietary, modular, web-based be subject to an additional fee payable by customer.
<br /> software solution for municipalities,accessible through the Apex PlatforniTM 3. Customer Data
<br /> online platform (!he "Apex Platform") operated by Salesforce.com Inc. 3.1, Ownership of Customer Data: CLARITI will not acquire any
<br /> ("Salesforce.com"), right,title to Interest in,to or associated with the data provided by Customer
<br /> 1.2, The details of Customer's access to and use of CLARITI,including or created by Customer using the Services (collectively, the "Customer
<br /> the number of authorized Users(defined in paragraph 4.1),will he specified Data").
<br /> in written quotes and purchase orders issued by the Parties. Purchase 3.2, StoragelReturn of Customer Data: Customer Data is stored by
<br /> orders are sent from the Customer to CLARITI,from lime to time(each an Salesforce.com in the Apex Platform and Is subject to the Salesforce.com
<br /> "Order"),which are governed by and form part of this Agreement, The Initial End User Subscription Agreement. At any time upon request by Customer
<br /> Order is attached as Exhibit 13 and incorporated herein by reference. during the Term and within thirty (30) days after the end of the Term,
<br /> Customer's access to and use of CLARITI and the Apex Platform CLARITI will request that Salesforce.com return all Customer Data in the
<br /> are governed by this Agreement and the Salesforce.com End User Apex Platform to Customer in accordance with the Salesforce.com End User
<br /> Subscription Agreement between the Customer and Salesforce,com Subscription Agreement. CLARITI and Salesforce,com are not responsible
<br /> attached as Exhibit "A" to this Agreement (collectively the "SFDC for the privacy, security or integrity of Customer Data that is transmitted
<br /> Agreements"). By signing this Agreement, Customer acknowledges and outside the Apex Platform,
<br /> signifies to CLARITI and Salesforce,com that Customer has understood and 3.3. Consent and License of Customer Data: Certain Services may
<br /> agreed to the Salesforce.com End User Subscription Agreement, If there is require that CLARITI and Salesforce.com access,use,process and transmit
<br /> any inconsistency or conflict between this Agreement and the SFDC Customer Data, and certain CLARITI modules Or additional functionalities
<br /> Agreements, then this Agreement will take priority and govern regarding (including data integration with Customer's systems)may result in Customer
<br /> Customer's access to and use of CLARITI and the relationship between Data being transmitted from the Apex Platform to other computer systems.
<br /> Customer and CLARITI, and the SFDC Agreements will take priority and Customer authorizes and consents to such use of Customer Data by
<br /> govern regarding Customer's access to and use of the Apex Platform and CLARITI and Salesforce.com, and hereby grants to CLARITI and
<br /> the relationship between Customer and Salesforce.com, Salesforce.com a non-exclusive, royalty free, world-wide right and license
<br /> 2. Term and Services during the Term to access,copy,process and otherwise use Customer Data
<br /> 2,1, of Agreement The term of this as may be required to provide the Services,perform CLARITI's obligations
<br /> Agreement Is Term periode set forth andIn Orders:Initial initialrm on the under this Agreement or to create Anonymized Data, "Anonymized Data"
<br /> Effective Date forre theI Term"),t unless inthe
<br /> m Orderd earlierby commencingeitn Party means Customer Data which has been stripped of information potentially
<br /> pursuant to this Agreement. Unless expressly staled otherwise In an Order, identifying Customermanipulatedor combinedor containstoany Personal lizmation,anonymousand has
<br /> this Agreement.will automatically renew for additional one-year periods beenca ereverse-engineered provide generalizedyCustomer
<br /> (each a "Renewal Terns"), unless terminated earlier pursuant to this informationa that cannot be to identify the or
<br /> Agreement or unless either PartyIves notice of non-renewal to the other identify an individual.
<br /> g
<br /> Party by no later than ninety(90)days before the and of the Initial Term or 3,4, Disclaimer: Use of Customer Data is at Customer's own risk.
<br /> the then-current Renewal Term. For purposes of this Agreement,the Initial Customer is solely responsible for, and bears all risks and liabilities
<br /> Term and all Renewal Terms aro referred to collectively as the'Term", The associated with,all Customer Data. CLARITI does not have any control over
<br /> term of each Order will commence on the effective date specified on the Customer DATA AND is not responsible or liable for Salesforce,com's
<br /> storage of Customer Data or the deletion,correction,destruction,damage.
<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 loss of or failure to store any Customer Data. CLARITI makes no
<br /> changes to the Order quantity must be submitted 30 days before renewal. representation, warranty, condition or guarantee of any nature or kind
<br /> Each Order will automatically renew for additional one-year periods at the whatsoever,whether express,implied or statutory,or arising from custom or
<br /> list price and quantity in effect at the time of renewal unless:(a)the Order is trade usage or by any course of dealing or course of performance,regarding
<br /> terminated earlier pursuant to this Agreement; (b)either Party gives notice Customer Data, and disclaims any and all responsibility and liability for
<br /> of non-renewal to the other Party by no later than ninety(90)days before the Customer Data to the fullest extent permitted by law,
<br /> end of the then-current term of the Order;or(c)the Order expressly states 4. Authorized Users
<br /> that it will not automatically renew. 4.1, Users: Customer will access and use the Services only through
<br /> 2.2. CLARITI Services: Subject to the provisions of this Agreement Customer's authorized representatives (each a "User") with a valid and
<br /> and the SFDC Agreements,CLARITI will provide the Customer the Services subsisting account (each an "Account") and username and password
<br /> during the Term to access and use through. the Apex Platform: (a)the issued by or on behalf of CLARITI (collectively, "Codes"). Customer will
<br /> CLARITI modules specified in valid and subsisting Orders; and (b)online appoint and authorize one or more Users (each an 'Administrator") to
<br /> training and technical support materials for those CLARITI modules appoint other Users and administer Customer's use of the Services.
<br /> (collectively,the"CLARITI Services"). Customer will not authorize more Users than the number of Users specified
<br /> 2.3. Optional Services: CLARITI will provide optional services to or in valid and subsisting Orders, A User whose employment has been
<br /> for the benefit of Customer (the 'Optional Services"), as specified In terminated by Customer or who will otherwise no longer use the Service may
<br /> applicable Orders. Unless otherwise agreed in writing by the Parties, be replaced with a new User. Customer is fully responsible and liable for,
<br /> Optional Services wit be provided only during the Terrn and subject to this and bears all risks relating to,all use of the Services by Users and all acts
<br /> Agreement and such additional terms and conditions(including payment of or omissions by Users and will ensure that all Users comply with the terms
<br /> additional fees)as agreed in writing by the Parties. of this Agreement and the SFDC Agreements.
<br /> 2.4. Orders: Each time Customer wishes to request CLARITI 4.2. Registration/Changes: CLARITI may refuse to register any
<br /> Services end Optional Services(collectively,the'Services")from CLARITI, individual as a User, and may. acting reasonably, restrict, suspend or
<br /> Customer will sign and deliver to CLARITI a completed Order in the form terminate(in whole or in part)the permission granted to any User to access
<br /> prescribed by CLARITI. An Order submitted by Customer will not be binding and use the Services. A User's permission to access or use the Services
<br /> on CLARITI unless and until CLARITI accepts the Order in writing. will automatically be terminated if Salesforce.com suspends or terminates
<br /> 2.6. Technical Support. Customer will ensure that all requests for the User's permission to access or use the Apex Platform.
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<br /> technical support regarding the services or system warranty and the apex 4.3. Accounts/Codes: Accounts and Codes are specific to the User •
<br /> platform are directed to Claritl only,and not to salesforce.com. Any request for whom they are issued and may not be shared with any other person. •
<br /> Copyright 2020 GlandCloud Inc.Al!rights reserved. 2 '..
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