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<br /> coverage for breach response costs,regulatory fines and penalties as welt 12,2, Publicity. CLARITI may reference Customer in CLARITI's
<br /> as credit monitoring expenses. advertising and promotional activities and materials (including CLARITI
<br /> 10, Indemnity websites) and may list Customer In any listing or directory of CLARrri
<br /> 10,1, Indemnity: Customer will defend,indemnify,and save and hold customers subject to Customer's prior written consent, Upon request by
<br /> harmless CLARITI and Its personnel and representatives from and against logos for,uCse
<br /> Insucr may provide CLARITI withandCdstomeori sademark or
<br /> ' all Claims and Proceedings directly or Indirectly arising from,connected with, logos for use such promotional materials,lists directories.
<br /> or relating to Customer's use of the Services and the Apex Platform,or any 12.3. Solution Feedback•Access to personnel;For the purposes of
<br /> actual or alleged negligence,misconduct or breach of this Agreement or the improving the CLARITI Product and Services, the Customer shall make
<br /> SFDC Agreements by Customer or any other person for whom Customer Is available to CLARITI's Product Management and Customer For Life team
<br /> under this Agreement or In law responsible, or any breach of Customer's representatives from the leadership,IT,and user communities on a quarterly
<br /> warranties under this Agreement, Customer will assist and co-operate as basis. Solution feedback In the form of surveys and online meetings will
<br /> fully as reasonably required by CLARITI in the defence of all third-party capture product usage, Including but not limited to: CLARITI Solution fit,
<br /> Claims and third party Proceedings. Additionally, CLARITI will defend, CLARITI Model Utilization, CLARITI and Partner Training utilization,
<br /> indemnify, and save and hold harmless Customer and its personnel and Certification Attainment of Partner and Customer staff, performance data.
<br /> representatives from and against all Claims and Proceedings directly arising This solution feedback may be shared with CLARITI partners In order to
<br /> from any actual gross negligence, wilful misconduct or material breach of Improve service levels. The frequency of this access shall be no more than
<br /> this Agreement or the SFDC Agreements by CLARITI or any other person a quarterly basis unless otherwise mutually agreed upon.
<br /> for whom CLARITI is in law responsible,or any breach of CLARITI's express 12.4, Solution Feedback - Product Usage: For the purposes of
<br /> warranties under this Agreement.CLARITI will assist and co-operate as fully Improving the CLARITI Product and Services, Product usage and
<br /> as reasonably required by Customer In the defence of all third•party Claims performance data may be automatically and periodically transmitted to
<br /> and third party Proceedings, In this Agreement:(a)"Claims"means claims, CLARITI premises for the analysis.Customer Data Is not contained In this
<br /> counterclaims, complaints, demands, causes of action, liabilities, transmission
<br /> obligations, damages, losses, legal fees, costs, expenses and 12,6. Solution Integration—Existing Saiesforce Apps and Org:For
<br /> disbursements(including reasonable attorneys'fees and court posts)of any the purposes of improving the CLARITI Product's integration Into a
<br /> nature or kind, whatsoever and howsoever arising, whether known or Customer's existing Salesforce Org with existing Applications, within 3
<br /> unknown,whether in law or in equity or pursuant to contract or statute,and months of issuing a purchase order,the Customer or CLARITI Partner shall
<br /> whether in arty court of law or equity or before any arbitrator or other body, refresh the Full SandEox providing in 6.3 to match production, Install the
<br /> board or tribunal;and(b)"Proceedings'means actions,sults,proceedings CLARITI software in the refreshed org, test business critical processes,
<br /> and hearings of any nature and kind In any court of law or equity or before resolve any conflicts, and then move CLARITI assets into the roduction
<br /> any arbitrator or other body,board or tribunal, environment. The CLARITI assets shall be unconfigured. p
<br /> 11. Termination and Suspension 12.6, Relationship of Parties: The Parties are non-exclusive
<br /> 11,1. Termination: CLARITI or Customer may In Its discretion independent contractors,and nothing In this Agreement or done pursuant to
<br /> terminate this Agreement for cause If the other party fella to cure any default this Agreement will create or be construed to create a partnership, joint
<br /> upon reasonable notice. This Agreement will automatically and immediately venture, agency, employment, or other similar relationship between the
<br /> terminate if Customer's access to and use of the Apex Platform Is prohibited Parties.
<br /> by Salesforce.com. If this Agreement is terminated,Customer will promptly 12,7, Force Majeure: Notwithstanding any other provision of this
<br /> pay all outstanding fees and charges. Each Order will automatically and Agreement,CLARITI will riot be liable to Customer or any other person for
<br /> •
<br /> immediately terminate upon the expiration or termination of this Agreement, any delay In performing or failure to perform any of Its obligations under this
<br /> •
<br /> 11.2, Suspension of Services by CLARITI: Notwithstanding any other Agreement to the extent performance Is delayed or prevented due to any
<br /> provision of this Agreement, if Customer falls to make a required payment cause or causes that are beyond CLARITI's reasonable control, Any delay
<br /> under this Agreement,CLARITI may immediately suspend the provision of or failure of this kind will not be deemed to be a breach of this Agreement by
<br /> all or any portion of the Services upon 30 days' notice to Customer. In CLARITI,and the time for CLARITI's performance of the affected obligation
<br /> addition to other rights and remedies of CLARITI under this Agreement, will be extended by a period that Is reasonable in the circumstances.
<br /> CLARITI may suspend, terminate or limit (In CLARITI's sole disorolion) 12.8. Miscellaneous: If any provision of this Agreement is held to be
<br /> Customer's access to er use of the Services,or any part of it,with reasonable invalid or unenforceable for any reason,then the provision will be deemed
<br /> notice in order to:(a)prevent damage to,or degradation of the integrity of, to be severed from this Agreement and the remainingprovisions will
<br /> CLARITI's systems,CLARITI Property or Customer's systems;or(b)comply continue in full force and effect without being Impaired or validated in any
<br /> with any law,regulation,coma order or other governmental request or order.
<br /> CLARITI will use commercially reasonable efforts to notify Customer of a way,unless as a result of any such reverence this Agreement wouldny falla in
<br /> its the essential purpose. No consent or waiver by a Party tod r or s any breach
<br /> limitation, suspension or termination cotton as soon as reasonably by the other Party in Its performance of its obligations under this Agreement
<br /> practicable,In the event of a limitation or suspension, CLARITI will restore will be:(a)deemed or construed to be a consent to or waiver of a continuing
<br /> Customer's access to the Offering when CLARITI determines the event has
<br /> been resolved. Nothing in this Agreement will limit CLARITI's right to take (b)breacheffective i any other breach writingof those signed any other obligationsh of that Excepte s
<br /> any action or invoice remedies or will act as a waiver of CLARITI's rights In expresslyset unless in thisA and t, by both respectivePartic tsas
<br /> any way with respect to any of the foregoing activities.Unless found to be remedies forth Agreement Agreement,are cumulative oo Paan' texclusive
<br /> ive of and
<br /> done in bad faith,no such suspension will be a breach of this Agreement by other
<br /> th under r m th1s stowhih are may and not lly e any
<br /> CLARITI,entitle Customer to a refund or suspension of fees,or give rise to this Agreementgi ef remedies a law or equity,
<br /> the and the Parties be lawfully be entitled
<br /> entitled under
<br /> any liability by CLARITI to Customer or any other person. allls oftheir respective at awhtand remedies ies con us wilt be ent v yrand
<br /> . inthisrigree men ) a concurrently, consecutivelyAAgreement"
<br /> and
<br /> 11.3. Survival: Notwithstanding any other provision of this Agreement, alternatively. In this Agreement: (a) a reference to "this Agreement" and
<br /> Sections 5,8,9, 10,and 12 and paragraphs 6.2,3.1,3.2,3.3,3.4,4,4,7.1 other similar terms refers to this Subscription Agreement and all Orders,
<br /> and 11.3 of this Agreement, and all other provisions necessary to their each of which is incorporated herein by reference,as a whole and not Just to
<br /> interpretation or enforcement,will survive Indefinitely after the termination of the particular provision In which those words appear; (b)headings in this
<br /> this Agreement and will remain In full force and effect and be binding upon Agreement are for reference only and do not define, limit or enlarge the
<br /> the Parties as applicable. scope or meaning of this Agreement or any of its provisions; (c)words
<br /> 12, General hnportng persons include Individuals, partnerships, associations, trusts,
<br /> 12.9. Notices: CLARITI may deliver Orders,Invoices and other notices unincorporated organizations, societies and corporations; (d)words
<br /> to Customer by email,facsimile,or delivery to the addresses an record in (e)words the singular numberer only cudee boththh pluralen and vice versa;
<br /> CLARITI's Customer file. Customer will give all notices to CLARITI under meanswords Incluimpoding
<br /> withoutit either peon;(er include s genders;month,(f) olr y ,
<br /> this Agreement In writing delivered by courier, by email, or by facsimile Icalendg day,month,limitation;year,umess expressly to a day, year,
<br /> transmission to CLARITI's current address for delivery specified on in the amean a recferences
<br /> o or thehlesuscurrency
<br /> f theind United otherwise;Stes
<br /> signature block of this Agreement,as may be updated fmm time to time with America,nd (h) us xpr currency indicated
<br /> are to h iserency of States of
<br /> notice.
<br /> unless expressly Indicated otherwise.
<br /> copyright 2026 Claritt Cloud Inc,All rights reserved. 5
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