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<br />This Subscription Agreement effective the Effective. Date indicated below is maoo by and between Clariti Cloud Inc. of 422 R'.chards St, Suite 170, Vancouver,
<br />BC, Vh13 2Z4 ('CLARITI") and [he Cuslomer idenlified below (Ihe -Customer') (colleclively the -Parties" and each a -Party'). For valuable consideration, the
<br />receipt and sufficiency of which earn of the Parties acknowledges, the Parties hereby covenant and agrea as follows:
<br />1- Introduction for technical support made by otMorrier or any user;: to e.alesforce-corn will
<br />be subject to an additional fee payable by customer.
<br />I.I. Clann ( CLARITI ) Is a pmpnLtary, Ir. WdLllar. wuh-based
<br />software solution for municipalities. accessible through the Apex Platform^"
<br />online platrorin (the -Apex Plattortn') operatHd by SalHstorre.rorn Inc,.
<br />(Salesforce.com ).
<br />1.9_ The details of Cuslwner'sas:esii lu and use of Cl ARITI, including
<br />the number of authorized Users (defineo in paragraph 4.1). will be specified
<br />in written quotes and purchHse orders issued by the Parties. Purchase
<br />ortlers arc sent from the Customer to CLARITI. from time to time (each an
<br />'Order"). which are governed by and form part of Ihis Agreemenl. The InillAt
<br />Order is attached as Exhibit B and incorporated Ilerein by reference.
<br />1 Customer s access to antl use of CLARITI and the Apex Platform
<br />mu guvlanLd by Lhis Agmurnurt and LhL SalLsful LU.cunl End Use
<br />Subscription Agreement between [he Cuslomer antl Salesforce.conl
<br />attached AS E%hlblt 'A" to th16 Agreement (collectively file 'SFDC
<br />Agreements). By signing this Agreement. Customer acknowledges and
<br />slgnlflus to CLARITI and SOILSfurc,L.Luai that LustuniLr has undLrstuod antl
<br />agreed to the Salesferre.rom End User Subscription Agreement. If there is
<br />any mt.onA1ATHn,.y or Ln11TIICt betwHell tills AgrHarn Hllt and the t,,FUC
<br />Agreements, then this Agreement will take priority and govern regarding
<br />CUslomerh a(Xebb to and Use 01 CLARIII ano Ihe rely Llor,hlp belween
<br />Customer antl CLARITI. and the SFDC Agreements will take priority and
<br />govern reganiinq LLIStOIo8r'A accHAs to and uAH of the Apex Platform and
<br />the relationship between Customer and Salcsforce.conl.
<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 />EffCLLVL DULL ([ILL:'initial Term"). unl Lss lutminalLd uutllla by Lllhcl Pally
<br />pursuanl 10 [his Agreemenl. Unless expressly staled olherwise in an Order,
<br />this Agleenlenl will au[onlaLICHIly renew lot addilional one-year periods
<br />(each a Renewal Term), unless terminated earlier pursuant to this
<br />Agrucmlalt or unless Llthor Party glvLs ❑u[ILL of nun-ronowal to thu uthor
<br />Party by no later than ninety (90) days before the end of the Initial Tenn or
<br />the thilin-c.uirtint Renewal Term. For PurpaAHA or tIIIA Agreement, tlH Initial
<br />Term and all Renewal Terms are referred to collectively as the "Term The
<br />Lerin of each Order will ronutlence on file eueclme dale speCilled on ore
<br />Order and expire on the expiration date specified in the Order. unless
<br />tHnnlna[sd Harller pursuant to ells Agreement or file terms oT the Umr. Any
<br />changes to the Order quantity must be submitted 30 days before renewal.
<br />Each Order will automalically renew for additional one-year period, 61 he
<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 notire
<br />of non -renewal to the other Party by no latcrthan ninety (90) days before the
<br />end of the Ihen-qurrpnl Term of Ihe Order, or (c) the Carder expre„ly,Iale,
<br />that it will not automatically renew.
<br />2.2. CLARITI Services: Subject to the provisions of this Agreement
<br />and [he SFDC Agreements. CLARITI will provide [tie Cuslomer [he Services
<br />during the Term to arras and use thrnugh the Apex Platfnrm: (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 />(calloLlivcly. lhL "CLARITI Services').
<br />2.3. Optional Services: CLARITI will provide optional services to or
<br />Tor Via banestt or CUAtomw (the -Optional Services'), As Spouted In
<br />applicable Orders. Unless otherwise agreed in writing by the Parties.
<br />Optional ServloeS w ll be provided only during [tie 1 ern) and Subject 10 Ih1,
<br />Agreement and such additional terms and conditions (including payment of
<br />additional fees) as agreed in wntlnq by thH Parties.
<br />2.4. Orders, Each time Customer wishes to request CLARITI
<br />Servires and Optional Services (rnllertively. the "Servires') from Cl ARITI,
<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 [he Order in writing.
<br />3. Customer Data
<br />3.1. Ownership of Customer Data, CLARI I I w.II not argulrH any
<br />right, title to interest in, to or associated with the data provided by Qlstomer
<br />or (:reeled by Cu3lomer using It)e Service, (Lollecllvely, [lie -Customer
<br />Data ).
<br />3.9. Storage/Return of Customer Data: Custnmer flats is stored by
<br />Salesforce.com in the Apex Platform and is subject to the Salesforce.com
<br />Fnd User Subscription Agreemenl. At any little upon requesl by Cuslomer
<br />durng the Term and within thirty (30) days after the and 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 Salcsforee.corrl End User
<br />Suhacriptinn Agreement CLARITI antl Saleafnrrecnm are not respnnsihle
<br />for the privacy. security or lntegrnty of Customer Data that is transmitted
<br />outside the Apex Platform.
<br />3.3. Consent and License of Customer Data: CLrtaln SLrvIct,s may
<br />I equire that CLARITI and Salesforre.com access, use. process and transmit
<br />Customer Uata, and certain CLARI I I modules or Addltonal Ta11Lhon AlltlBA
<br />(inclUd ng data integration with Customer s systems) may result in Customer
<br />Uala being Ir<]nymilled Irorn Ihe Apex Plallorn) IU other corrlpuler 5y5LelnS-
<br />Customer authorizes and consents to such use of Customer Data by
<br />CLARITI and Salesfnrce.corn, and hereby grants to CLARITI and
<br />Salesfurce.com a non-exdus'.vc, royalty free, world-wide right antl license
<br />during he Tenn to access, copy, process and olherwi,e use Cuslomer Dala
<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 beul stripped of information potentially
<br />idenlifyl nq Cuslorner or which (:onlains any Per;;onal Inforrnarion, and has
<br />been manipulated or combined to provide ganoralized anonymous
<br />information that cannot be reverse -engineered to Identify the Custorner or
<br />identify an individual.
<br />3A. Disclaimer : Use of (',Ilatnmer Data is at Cusinmer's own risk.
<br />Customer is solely responsible for. and bears all risks and liabilities
<br />associated w'.th, all Customer Data. CLARITI does not have any control over
<br />Ccstanlcr DATA AND is nor respunsiblc or liable fur ualcuor-LL.LUolY
<br />storage of Customer Data or the deletion, correction, destruction, damage,
<br />loss of or failure to store any Custamcr Data. CLARITI magus no
<br />representation, warranty, condition or guarantee of any nature or kind
<br />wlla[suuvur, whothcr cxyress, implied ur sraLunary, ur arisinq (turn custom or
<br />trade usage or by any course of dealing or course of performance. regaroing
<br />Customcr Data, and disclaims any and all respans'. bility and liability for
<br />Customer Data to the fullest extent per by law.
<br />4. Authorized Users
<br />4.1. Users* Customer will access and use the Services only if rouglI
<br />Customer's authorized representatives (each a "User") with a valio ono
<br />subsisting account (each an "Account') and usarname and password
<br />issued ny or on behalf of CLARITI (cnllertively, "Codes'). Custnmer 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 />Custamcr will no[ aulhuri,c more Users [hart Lhc rwrnbcruf Users specifiLd
<br />in valid and subs'. stinq Orders. A User whose employment has been
<br />terminated by Customcr or who will utherwise no longer use the Scrvice may
<br />be replaced with a new User. Customer is fully responsible and liable for,
<br />and bL:ars all risks rclaLinq to, all usu of Lhc Services by Users and all acts
<br />or omissions by Users antl will ensure that all Users comply w!th the terms
<br />of this Agreement and the SFDC Agreements.
<br />4.2. Registration/Changes: CLARITI may refuse to regismr any
<br />individual aS a User, art(] may, aclinq reasonably, reslrirl, ,u,pend or
<br />terminate (in whole or in part) the permission granted to any User to access
<br />and use the Services. A User's perrission to access or use the Service�
<br />Will alltolrlatiCally be terminated if Salesforcc.coni suspends or terminates
<br />Ihe Users penni5xion to access or use the Apex Plalfurrn.
<br />2.5. Technioal 5upport. Customer w'.II ensure thatII reauesis for
<br />[pacnniral Auppor[rnr tlr (t) gy�vires or Aystem warranty antl YheApex - art eeific-to the User
<br />platform are direcff�E �CytTj3 �t}Y' I }§I and not to salesforre.com. An request fo �ifl hey are issued and may not h. any other person.
<br />Copyn� it )0d0 ClaPh Cloucl I,,,. Art ngnt> iixlved.
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