|
,CIariti
<br /> Customer will ensure that all Users keep their Codes secure and confidential applicable Org exceeds the Permitted Number of Monthly Logins (as
<br /> at all times and not permit any other person to use their Account or Codes, described in the Order) in each of four consecutive calendar months,
<br /> and immediately notify CLARITI if they know or suspect that any Account or Reseller will be charged 1.5 limes the per-Login price (based on the
<br /> Code has become known to or used by any unauthorized person, Customer "Monthly/Unit Price'specified in the invoice)for each excess Customer User
<br /> is fully responsible and liable for the security of all Customer Codes and all login in such fourth month and in each consecutive month thereafter in which
<br /> use and misuse of Customer Codes and Customer Accounts, If CLARITI,in the aggregate number of Customer User logins In the Org exceeds the
<br /> Its discretion, considers a Code to be insecure or to have been used Permitted Number of Monthly Logins.Such additional fees will be charged
<br /> inappropriately,then CLARITI may Immediately cancel the Code without any to Reseller monthly in arrears in accordance with the billing and payment
<br /> notice to Customer,the affected User,or any other person. methods specified above. Unused Iogins are forfeited at the end of each
<br /> 4.4. Disclaimer: Codes may not prevent unauthorized access to month and do not roll over to subsequent months.The beginning and end of
<br /> Customer Data or other information Customer or Users may use in each calendar month will conform to U.S.Pacific Time.
<br /> connection with the Services. CLARITI Is under no obligation to verify the 5.8, Audit: - CLARITI may audit use of User Services and
<br /> actual identity or authority of the user of any Codes, Accounts or the subscriptions through the CLARITI and Salesforce.com Service,Should any
<br /> Services, and is not responsible or liable for unauthorized access to the audit reveal any unauthorized use of Services, Customer agrees to pay to
<br /> Services or any unauthorized or alteration,theft or destruction of Customer CLARITI,within forty-five(45)days of CLARITI's notice of the audit results
<br /> Data through accident,fraudulent means or devices,or any other method, the price charged by CLARITI to Customer for the applicable Service In the
<br /> unless the direct result of CLARITI's actions or gross negligence, same Org showing unauthorized use(taken as a group),beginning with the
<br /> 5. Fees dale of the first violation through the end of the then current subscription term
<br /> 5.1. Fees•General: Customer will pay to CLARITI the applicable fees (the "True Up Payment"), Upon payment of the True Up Payment, all
<br /> Services showing unauthorized
<br /> (the"Fees")for the Services as specified in Orders or as otherwise set forth use will be converted Into compliant
<br /> Services end Invoiced accordingly.
<br /> in this Agreement. If the Fees are not specified in an Order or this
<br /> Agreement,they will he based upon the rates in the current schedule of fees 6, Apex Platform
<br /> available on CLARITI's websites (the "Fee Schedule"), which may be 6.1. Access to Platform: Customer's access to and use of the
<br /> changed by CLARITI in Its discretion from time to time. User-based Fees Services will depend upon the access to and use of the Apex Platform(also
<br /> will be based upon the total number of Users specified in applicable Orders, referred to as an"Org","Sandbox", or"Salesforce Organization"),which is
<br /> whether or not the corresponding Accounts are actively used during the operated and controlled solely by Salesforce.com, and is subject to the
<br /> billing period,All Fees in Orders are annual,and unless otherwise expressly Salesforce,com End User Subscription Agreement.
<br /> set forth in an Order,Users added during a billing period will be subject to 6.2. Disclaimer: CLARITI has no control over Salesforce.com or the
<br /> payment of Fees on a prorated basis. Apex Platform And is not responsible or liable for the Apex Platform or any
<br /> 5.2. Foes—Data Storage: The Services include an amount of data related matters or any act or omission by Salesforce.com or any of its
<br /> storage calculated on a per User basis,as specified In the applicable Order. personnel or representatives,
<br /> If the amount of data storage used by Customer during a billing period 7. Restrictions re Services
<br /> exceeds those limits,Customer will he charged additional Fees based upon
<br /> the then current Fee Schedule. 7,1, Restrictions: Customer will use the Services only as expressly
<br /> 5,3. Foos — Full Sandbox(s): The Services require a 1 Full authorized by this Agreement and only for Customer's own internal business
<br /> SalesForce eesdbox be quoted and purchased for the purposes of receiving purposes, and not for any other purpose whatsoever. Without limiting the
<br /> ongoing CLARITI updates, The Full Sandbox shall be refreshed to match generality of the foregoing,permitC accesstomer to or notl directly th o Services except(a)use,
<br /> the SalesForce production org on a quarterly basis. The Full Sandbox may disclose,expr or thpro rize or byaccess to Agreement; (b)use of, the tr in as
<br /> be used by other parties,(Customer,CLARITI Partners)for other purposes technical authorized a this exceptasnecessary copy their use as pr andexpressly
<br /> with the understandingthat theyare aware and responsible for preserving sat forth In suppoAgreement;rt materials as for their use ,grn
<br /> p set forthll this lend, loan, transfer, publish, transmit, r any of their modifications,as the quarterly sandbox refresh will remove those (c) grant,
<br /> changes to match the production erg, sell, resell, share, lease, loan, transfer, publish, transmit, publicly
<br /> display or perform,distribute,rent,create any Interest in,or otherwise give
<br /> 5.4. Taxes: Fees are exclusive of all applicable federal, state, or make available or permit the use of or commercially exploit the Services
<br /> provincial, county, municipal and other sales, use, value-added, property, or their functionality or performance,by or for the benefit of any other person,
<br /> excise, Import, foreign, withholding and other governmental taxes, duties, with or without charge;(d)modify or create derivative works from or based
<br /> charges, levies, fees, excises, tariffs and assessments, of any nature on the Services;(e)create links to or frame or mirror the Services;(f)alter,
<br /> whatsoever new or hereafter imposed(collectively, "Taxes"). Customer Is attempt to circumvent,destroy,obscure,or remove any notices,proprietary
<br /> solely responsible and liable for, and will pay to CLARITI, all Taxes(other marks or codes, means of identification,or digital rights management tools
<br /> than corporate Income taxes payable by CLARITI)associated with,based or Information, security or control measures (including license keys), or
<br /> on or due as a result of the Fees, and all related interest, penalties and agreements (Including end user agreements) on, in or in relation to the
<br /> expenses. Services;(g)reverse engineer or access the Services er the Apex Platform
<br /> 5,5. Payments: For each Order,CLARITI will prepare and deliver an in order to:0)create a competitive product or service,or a product or service
<br /> invoice to the Customer or Reseller setting out the applicable Fees and using similar Ideas,features, functions or graphics; or(II)copy any ideas,
<br /> Taxes payable to CLARITI. Each invoice will be due and payable in features, functions or graphics of the Service; or (h) permit, assist or
<br /> accordance with the payment terms and method set forth In the Order or encourage any other person to do any of the foregoing.
<br /> otherwise agreed to in writing by the Parties. CLARITI may deliver invoices 7.2. Prohibited Users/Uses: Customer may not access or use the
<br /> to Customer by email. If payment is due beyond 45 days in arrears of Term. Services or the Apex Platform if Customer is a direct competitor of
<br /> CLARITI may cancel Customer licensing. Salesforce.com or CLARITI, or for the purpose of monitoring availability,
<br /> 5.6. Compliance—User Services: -Customer understands that for performance,or functionality,or for any other benchmarking or competitive
<br /> the Services identified on the Section 5.5 invoice, there are certain Clariti purposes. Customer will not,and will ensure that Its Users do not,use the
<br /> and Salesforce.com license capabilities and limitations per Customer Org Services: (a)for any unlawful or Immoral purpose; (b)to send seam or
<br /> that are contractual In nature(e.g.,the limit on the number of custom objects otherwise duplicative or unsolicited messages prohibited by applicable law;
<br /> is not limited as a technical matter by the Services) and therefore the (c)to send or store infringing,obscene. threatening, libelous, or otherwise
<br /> unlawful or tortious material, including material harmful to children or in
<br /> Customer agrees to strictly monitor and manage all System Integrators,
<br /> Technical Staff and Users'use of such subscriptions in the Customer Org violation of third party privacy rights;(d)to send or store material containing
<br /> and adhere to the capabilities. The subscription capabilities are documented software viruses, worms, Trojan horses or other harmful computer code,
<br /> here Glatt OFM Lleeese Gomearlsoq and Cledti Platform Limitations. files,scripts,agents or programs;(e)to interfere with or disrupt the integrity
<br /> CLARITI may Itself review Customer's use of subscriptions at any lime or performance of the Services or the Apex Platform or the data contained
<br /> through the Service, therein:or(f)to attempt to gain unauthorized access to the Services or the
<br /> 5.7. Compliance — Customer Community, Community Plus Apex Platform or related systems or networks. Customer will not, and will
<br /> ensure that its Users do not,develop applications for internal use with the
<br /> Services: - Customer understands that for the Customer Community
<br /> Services identified on the Section 5.5 invoice,if Customer User Iogins in the Apex Platform or the Services without the expressly prior written consent of
<br /> CLARITI and Salesforce,com. Customer will use commercially reasonable
<br /> Copyright 2020 Quit!Cloud Inc.All rights reserved, 3
<br />
|