|
plariti
<br /> efforts to prevent unauthorized access to or use of the Services or the Apex Track and Synchronize Development Changes", "CHAPTER 5 Release
<br /> Platform and will promptly notify CLARITI of any unauthorized access to or Management' are excluded from Section 9.2 System Warranty,
<br /> use of the Services or the Apex Platform. 9.4. No Other Representations/Warranties: The representations
<br /> 7.3. Changes: Customer acknowledges and agrees that CLARITI and warranties set forth in paragraph 9.2 are in lieu of all other
<br /> may in Its discretion change the Services from time to time,but shall provide representations,warranties,conditions and guarantees from CLARITI, 1'he
<br /> notice of material changes to Customer. If any substantive changes to the Services are provided"as is and with all faults",and without any,SUBJECT
<br /> Services are not approved by Customer, then Customer shall have the TO THE SYSTEM WARRANTY, representations,warranties,conditions or
<br /> option to terminate the Agreement in its sole discretion. "substantive guarantees of any nature or kind whatsoever,whether express, implied or
<br /> changes"means any change that fundamentally changes the nature of the statutory,or arising from custom or trade usage or by any course of dealing
<br /> Services offered to the Customer. or course of performance, including any representations, warranties,
<br /> 8, Proprietary Rights conditions or guarantees of or relating to:accuracy;capacity;completeness;
<br /> 8.1. and licensors will all times own and retain delays;durability;errors; fitness for a particular purpose;lack of viruses or
<br /> all right,title General:interact CLARITI and its aicntsors will atall rights)in,to and other harmful component, errors, or interrupted service; merchantability;
<br /> n the cd and all intellectual
<br /> peroperty
<br /> software in, and non-infringement; performance; quality; results; suitability; timeliness; title;
<br /> associatedeies.with orSe Services willa atd alls times own and retain, all right,antitld or workmanlike effort;all of which are hereby disclaimed by CLARITI to the
<br /> and interest(including all intellectual property rights)in, to and associated foregoing,fullest extentCLARITI doesoe by law. Without ant.or guaranteea generality (a)the
<br /> with the Apex Platform and all related content,software and technologies. Servie nottimely,represent,rupted or error-free
<br /> that: the
<br /> Customer will not acquire any right,title or interest In,to or associated with Services will with secure, e are,software,
<br /> , system or or operatem int
<br /> the Services or the Apex Platform or any related software or technologies, combination anym ns other xpectatio s,ow are, with applicable
<br /> will meet
<br /> except for the limited license set forth In paragraph 2.2. Customer's requirements or expectations,or will comply applicable laws
<br /> or be free from errors or uninterrupted service;(b)errors or defects will be
<br /> 82, CLARITI Marks; ofCL Clariti Cloud lnc.,TM and related logos corrected,or(c)the Services and related software and systems are free of
<br /> and
<br /> and marks are the trademarkss CLARITI("CLARITI Marks"). Customer will viruses or other harmful components.
<br /> not acquire any license to use,or any right,title or Interest In,to or associated 9.5. General Disclaimer; Use of the Services and the Apex Platform
<br /> with,any of those trademarks. Is at Customer's own risk. The Services and the Apex Platform may be
<br /> 8.3. Disclosure of Customer Information to Salesforce.cem: affected by numerous factors beyond CLARI'rl's control, and may not be
<br /> CLARITI will disclose information regarding Customer and Orders(Including continuous or uninterrupted or secure, Security and privacy risks cannot be
<br /> contact Information regarding Customer's representatives) to eliminated. Customer Is solely responsible for Customer's and Users'use
<br /> Salesforce,com. CLARITI has no control over, or any responsibility or of the Services and the Apex Platform. Customer hereby acknowledges that
<br /> liability for, Salesforce.com's collection, use, or disclosure of that the Services may be subject to limitations, delays, and other problems
<br /> information. inherent in the use of the Internet and electronic communications, and
<br /> 8,4. CLARITI Property&Reservation: CLARITI expressly reserves CLARITI is not responsible or liable for any delays,delivery failures,or other
<br /> all rights in CLARITI Property, including all intellectual property rights, All damage resulting from such problems.
<br /> right,title and interest in the CLARITI Property,and any update,modification, 9,6. Liability Limitation: CLARITI WILL NOT BE LIABLE FOR ANY
<br /> adaptation, translation, customization or derivative work thereof, Is and INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
<br /> remains with Provider(or Provider's third party suppliers,as applicable).The DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING,
<br /> CLARITI Properly is licensed on a subscription basis and not "sold" to WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS,
<br /> Customer. CLARITI and its licensors will at all times own and retain all right, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER
<br /> title and interest (including all intellectual property rights) In, to and THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF
<br /> associated with the CLARITI Property 'CLAMP Properly' means the WARRANTY, OR IN TORT, AND EVEN IF CUSTOMER HAS BEEN
<br /> Services,CLARITI Marks and Anonymized Data,and all materials provided ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE
<br /> by Provider and not specifically granted to Customer. CUSTOMER HEREBY RELEASES CLARITI OF SAME. IN ANY EVENT,
<br /> 0. Representations 1 Disclaimers/Liability Limitations CLARITI'S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED
<br /> 9tI. Representations/Warranties of Customer: Customer ONLY TO DIRECT, VERIFIABLE DAMAGES, INCLUDING BREACH
<br /> .1.represents and pr warrants CLARITI that now and at alle times during the RESPONSE COSTS,REGULATORY FINES AND PENALTIES,AS WELL
<br /> Term:(a)Customer has the right,power,capacity and authority to enter into AS FROMCREDIT MONITORING EXPENSES, AS NON-FULFILLMENT
<br /> ARISING
<br /> and perform its obligations under this Agreement and to grant the licenses, BREA CLARITI'SOPNEGLIGENCE, MATERIALT, OAYAT OR
<br /> authorizations and permissions set forth In this Agreement (including MISREPRESENTATION,ANY WARRANTY S COVENANT, D ANY MR THIS
<br /> regarding access to and use of Customer Data);(b)all information provided EXPRESSLY PROVIDED UNDER THIS
<br /> AGREEMENT.
<br /> by Customer to CLARITI In an Order or otherwise is true,accurate,current
<br /> and complete; and (c)Customer's use of the Services complies with all (a) GenerallDefinition:this paragraph 9.6 applies regardless of any
<br /> applicable local, state, national and foreign laws, treaties and regulations, negligence or other fault or wrongdoing (including fundamental breach or
<br /> including those related to data privacy,international communications arid the gross negligence) by CLARITI or Salesforce,corn, and even if they have
<br /> transmission of technical or personal data and (d) the provision of, or been advised of the possibility of the loss or damage being incurred;and in
<br /> transmission of, any Customer Data to CLARITI and the use of such this paragraph 9.6,references to"CLARITI"and"Salesforce.00m"includes
<br /> Customer Data for the purposes described in this Agreement does not and their respective past, present and future directors, officers, employees,
<br /> will not violate or infringe the rights of any person and Customer has obtained agents, representatives, service providers, subcontractors, suppliers,
<br /> all appropriate and necessary consents to do so. licensors,licensees,and each of them,jointly and severally.
<br /> 9.2. Representations/Warranties of CLARITI: CLARITI represents 9.7. Fair Allocation of Liability: Customer acknowledges and agrees
<br /> and warrants to Customer that CLARITI has the corporate power,capacity that this Agreement presents a fair allocation of risk and liability,which is
<br /> and authority to enter into this Agreement. Functionality that was reflected In the Fees to be paid by Customer.
<br /> configured/developed by CLARITI and has unexpectedly stopped working is 9.8, Cyber Insurance: CLARITI shall be required to retain Cyber
<br /> covered for up to one year from the dale of Implementation. ("System Insurance, with limits not loss than $2,000,000 per occurrence or claim,
<br /> Warranty")Note that warrantied items can only be diagnosed by CLARITI, $2,000,000 aggregate,during the Term of this Agreement, Coverage shall
<br /> Custom development performed by any non-CLARITI entity and functionality be sufficiently broad to respond to the duties and obligations as is
<br /> related to payment processing is excluded from System Warranty, undertaken by CLARITI in this Agreement and shall include, but not be
<br /> 9.3, SalesForce Development Lifecycle Restriction: Customer limited to, claims involving security breach, system failure, data recovery,
<br /> agrees to have its technical staff or system integrator staff maintain business interruption, cyber extortion, social engineering, infringement of
<br /> environments and best practices described in intellectual property, including but not limited to infringement of copyright,
<br /> httos;I/resoufces,dooss.salosfotce.com/19611atesten. trademark, trade dress, Invasion of privacy violations, information theft,
<br /> sis/sfdc(odflsalesforce development Iifecvcle.odi.System Issues that arise damage to or destruction of electronic information, release of private
<br /> due to not following procedures described In sections "Chapter 2: information,and alteration of electronic information.The policy shall provide
<br /> Development Environments",for single and multiple projects,"CHAPTER 4
<br /> Copyright 2020 Clariti Cloud Inc.All rights reserved. 4
<br />
|