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y : lariti
<br />Customer will ensure Thal all Users keep (heir Codes secure and conGdem.ial
<br />at all times sort not perm'.t any nther persnn to use their Arrnunt fir Cnr1eR,
<br />and immediately notify CLARI I I if they know or suspect that any Account or
<br />Code has become known to or used by any un3tlthor17ed person. Customer
<br />is fully responsible and liable for the security of all Cuslomer Codes and all
<br />use and misuse of Customer Codes and Customer Accounts. If CLARITI. in
<br />its discretion. considers a Code to be insecure or to have been used
<br />inappropriately, then CLARITI may immediately cancel the Code without any
<br />nnhCe. to Cr1.9tnm Br, tha affected USBr, or any nther persnn.
<br />4A4 Disclaimer: Codes may not prevent unauthorized access to
<br />Cuslorner Dala or ogler inlonnal!on Customer or Users may use in
<br />connector) with the Services. CLARITI is under no obI'.gation to verify the
<br />ar,Lual idenlily or aulhonly of The user of any Cudes. Accounts or the
<br />Services, and is not icspons'. NO or liable for unauthorized a¢CSS to the
<br />Services or any unauthorized or alleration, lhell. or destruction of Customer
<br />Data through accident, fraudulent means or devices. or any other method.
<br />unless the direct result of CLARITI s actions or gross negligence.
<br />5. Fees
<br />5.1. Fees -General: Customer will pay to CLARITI the applicable fees
<br />(Lhe "Fees') for The Services as spPrnled in Orders or as nthenivine set forth
<br />in this Agreement. If the Fees are not specified in an Order or this
<br />Agreement, they will be based Llpon the rotas In the currant Schedule of teas
<br />available on CLARITI's websites (the "'Fee Schedule ). which may be
<br />changed by CLARITI in its di,,malhon from IimH In hr,RH H,pt-based Fees
<br />will be baseo upon the total number of Users specified in applicable Orders.
<br />whether or not tie corresponding Accounts are actively used during the
<br />billing period. All Fees in Orders are annual. and unless otherwise expressly
<br />"set Iorlh in an Order, Users added during a bilhnq penal will be sublecl to
<br />paymont of Fees on a prorated basis.
<br />5.2. Fees — Data Storage' The Services include an amount of onto
<br />ilnrage calculaled on a per User ha Rr.;. as specified in the applicable Order.
<br />If the ammmf of data Mrtrage user) by Customer miring a hilling perind
<br />exceeds thuse limits, Custunrer will be charged additional Fees based upon
<br />the then Current Fee SCh CCule.
<br />5.3. Fees — Full Sandbox(s): The Servires require a 1 Full
<br />SalesForre sandoox be quoted and purchased for the purposes of receiving
<br />ongoing CLARITI updateS. The Full SandbOX Shall be rafre9had to ri
<br />the SalesForce production erg on a quarterly basls. The Full Sandbox may
<br />be used by 0111Pr parlles, (Cuslorner, CLARITI Parhhers) for other purposes
<br />With the unclerstanding that they are aware and iespons'. Ole for preserving
<br />any of their inudilical!ons, as tie quarlerly sandbox relresh will remove those
<br />changes to match the production erg.
<br />5A4 Taxes: Fees are exclusive of all applicable federal, state.
<br />provincial. county. Inunicipal and other sales, use, value-added. property,
<br />excise. import. foreign. withholding and other governmental taxes. duties.
<br />charges. levies. roe,. excises, lanrr-, and assessments of any nature
<br />whafsnever now or hereafter imposed (rnllertively. Taxes'). Glsfnmer iR
<br />solely responsible and liable fur, and will pay to CLARI 11, all I axes (other
<br />than corporate ncome taxes payable by Cl ARITI) associated with based
<br />on or due as a result or The Fees. and all related interest. penalties and
<br />P.xp P.nRPR.
<br />5.5. Payments: For BILII Order, CLARITI will prepare and deliver an
<br />Involce to the Customer or Reseller setting out the applicable Fees and
<br />Taxes payable to CLARITI. Each invoice will he due and payable in
<br />accordance with the payment terms and method set forth in the Order or
<br />otherwise agreed to in writing by [lie Parties. CLARITI may deliver invoices
<br />to Customer by email. If payment is due beyond 45 days in arrears of Term,
<br />CLARI I I may Cancel Cuslornen cGensing.
<br />5.6. Compliance — User Services, - Customer understands that for
<br />the SeNwes identified on the Ser3lon 5.5 Involce, there are certain Claritl
<br />and SSI6SrOmp-com licelrSe capabil Iiea and Iimilahont per Cuslomer Org
<br />that are rnntrachhsl in nature (e. g., the limit nn the numher of CI IRfnm nhjedR
<br />is not limited as a technical manor by the Services) and therefore the
<br />Customer agrees to strictly monitor and manage all System Integrators.
<br />Technical Staff and Users' use of such subscriptions in the Customer Ong
<br />and adhere to the rapahilitieR, The suhsrript nn rapshilities are dnrumented
<br />here C'lacil A.1F. and fa�ttlF:L.JfatmJ..[untu4uns-
<br />CLARITI may itself review Customer's use of subscriptions at any time
<br />Through The Service.
<br />5.7. Compliance — Customer Community, Community Plus
<br />Services: - Cus)orp{gf Far�('f}i{u`ips mat for (he Customer Community
<br />Scrviccs idcn[ifie a is e w �.b invoice. d Custumcr User logins in the
<br />applicable Org exceeds The Permited Number of Monthly Loglns (as
<br />desrriherl in the Order) in Porn of fnur r-nn RerutivP ralenrlar mnntnR,
<br />Heseller w'.II be charged 1.5 tinies the per -Login price (based on the
<br />"MonthlylUnit Price sperified in the invoice) for each excess Customer User
<br />login in such fourth month and in each consecu.ive month thereafter in which
<br />the aggregate number of Customer User logins in the Org exceeds the
<br />Permitted Number of Monthly Lugina. Such auditional fees will be charged
<br />to Reseller monthly in arrears in accordance with the billing antl payment
<br />methods sf1PCIf ed shove.. Linn Red loginR sip. forfeited at tho and of Poch
<br />month and do not roll over to subscgucnt months. The beginning and end of
<br />each calendar month will conform to U.S. Pacific Timc.
<br />5.6. Audit: - CLARITI may audit use of User Services and
<br />subSGnplions Through The CLARITI and Salenforce.corn Service. Should any
<br />audit reveal any unauthorized use of Services, Customer agrees to pay to
<br />CLARI 11, within fogy -live (45) days of CLARI 115 notice of the audil results
<br />the price charged by CLARITI to Customer for the applicable Scrvicc in the
<br />same Org showing unauthorized use (taken as a group), beginning with the
<br />date of the first violation through the end of the then current subscription term
<br />(the -I rile Up Payment')- Upon payment of the IUp Up Payment, all
<br />Services showinq unaulhoriZed use will he converted into (.On pliant
<br />Services and invoiced accordingly.
<br />6. Apex Platform
<br />6.1. Access to Platform: Customers access to antl use of the
<br />SerVICeR will depend upon tee access to and use of the Apex Platform (alxo
<br />referred to as an "Org , "Sandbox'. or "Salesforca Organization ). which is
<br />operated and controlled solely by Saleslorce.Corn, and is suhjecl to the
<br />Salesforce.com End User Subscription Agreement.
<br />6.2. Disclaimer: CLARITI has no control over Salesforre.com or the
<br />Apex Platform And is not responsihla or liable for trio Apex Platform or any
<br />related matters or any act or omission by S3lesforre.eom or any of its
<br />penSGMP.I or repre .,enlalrves.
<br />7. Restrictions re Services
<br />7.1. Restrictions: CL..stoiner will use the Services only as expressly
<br />authorized by this Agreement and only fur Custanler's own internal business
<br />purposes, and not far any other purpose whalsoever. wilhOul lindlinq the
<br />generality, of the foregoing. Customer will not cirectly or ind'. rectly: (a) use.
<br />disclose, or provide or permit access to or use of, the Services crept as
<br />expressly authorized by this Agreement, (b) copy the online training and
<br />technical support materials except as necessary for their LISP as expressly
<br />Set forth In this Agreement, (c) assign, authorize, license. suhGcense. grant.
<br />sell, resell, -here, lend, lease, loan, transfer, publish, transmit, publinIV
<br />display or perform. diglfihul(h, fool. create any nare.,[ in, nr olherwi.+A give
<br />or make available or permit the LISP of or commercially exploit the Services
<br />or their functionality or performance. by or for the henefit of any Omar person.
<br />with or without rharge: (d) modify or create derivative works from or based
<br />on the Services (e) creale link:; to or frame fir mirror the Services: (1) nl,er.
<br />attempt in rlrrllmvP.nf, deRlrny, nhRrllre, or ramnvP any nnflrsR prnprl Ptary
<br />marks or codes, means of identification, or Ol giial rights rnanayeruent tools
<br />or information security or control measures (including licenar keys). Or
<br />ayneemenu (including end user agteemenls) on. in or in relylion to The
<br />SP.MCP.R (g) rP.VP.rRP. P.ngIn P.P.r or 3rrP.RR the SP.rvICP.R or th P. ApP.x Platform
<br />in order to: (1) create a competitive product or service, or a product or service
<br />using similar ideas, features, fLlortlOnS or graphics; or (it) ropy any ideas,
<br />feaares, functions or graphics of The Service; or (h) permil, assist or
<br />encourage any other person to do any of the foregoing.
<br />7.2. Prohibited Users/Uses: Customer may not access or use hie
<br />Services or the Apex Platform if Customer is a direct competitor of
<br />Saleslorce.com or CLARITI, or for me purpose 01 rnonlLUrinq dvalldb,hly,
<br />performance, or functionality, or for any other bcndhmarkinq or eonipet!tivc
<br />purposes. Customer will not, and will ensure that its Users eto not, use tie
<br />Services: (a) for any unlawful or immoral purpose; (b) to send spam or
<br />otherwise duplicative or Unsolicited messages prohibited by applicable law;
<br />(c) to send or store infringing, obscono, throatening, libelous, or otherwise
<br />unlawful or tortious material, includ, rig rnatelial hanoful to children or in
<br />violation of third p irly privacy nghe,, (d) to sand or SLore rnaLHrial r:onla,nmc?
<br />software viruses. worms. Trojan horses or other harmful computer code.
<br />files. scripts. agents or programs, (s) to Interfere with or disrupt the Integrity
<br />or performance of the Services or the Apex Platform or the cata contained
<br />lherartY, on (f) To 311arnpl to gain uraulhoriied a1.1;8ss Lo IIiH Services fir Ihx
<br />Apex Platform or related systems or networks. Customer will not. and will
<br />.coal asp with the
<br />A&g Rlat7orm or the Services without the fibj` 5Q0 Jwritten consent of
<br />CLARITI and Saleskrn:e-corn- Cuslorner will use Commercidlly reasonable
<br />(=npynght 20T0 C=tooth Cloud Inc. All 11P.hu reserved.
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