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y : lariti
<br />efforts to prevenl unnulha;Led access to or use of [he Services or [he Apex
<br />Platfnrm and will promptly notify CLARITI of any rnauthnrizerl acres to or
<br />use of the Services or the Apex Platform.
<br />7.3. Changes: Customer acknowledges and agrees that CLARITI
<br />Tray in its r ixr.relion change 'he Services troll] IIITIP In IIITIe, hill shall provide
<br />notice of material changes to Customer. If any substantive changes to the
<br />Sarvlcas are not approved by CUSiemef, than Customer 811,111 have the
<br />option to terminate the Agreement in its sole discretion. 'substantive
<br />Changes' means any mange .teal lunnarnanlally changes the nalufe of Ilia
<br />Services Offered to the Customer.
<br />8. Proprietary Rights
<br />8.1. General: CLARITI and Il] IICGI5u6 Will at all Lio,.s UWn and maid
<br />all right, title and interest (including all intellectual property rights) in, to and
<br />associatud with the Scrv,us and all rdatu] content, software and
<br />technologies. Salesforce.rom will at all Tines own and retain all right, title
<br />and ifl ems'. (indudimy all ifIelloclual pmpuly dyhls) in. W and associated
<br />with the Apex Platform and all related contem. software and technologies.
<br />Cls orlICI will no', aoyuim any right, IIIIC or inlcrosl in, to or associa[cd with
<br />the Services or the Apex Platform or any related software or technologies,
<br />exrapl for [he limited lirenne ,el firth in paragraph 2.2.
<br />&.z. CLARITI Marks' ell T1I. ClAnti Cloud Inc.. T. and related loyos
<br />and marks are the trarlernarks of CLARITI ("CLARITI Marks'). Customer will
<br />not acquire any license to use. crony right. title or interest in, to orassociatcd
<br />with. any of those trademarks.
<br />8.3. Disclosure of Customer Information to Salesforce.eom:
<br />CLARITI will disclose information regaroing Customer and Orders (including
<br />cui[acI infunialiun rcyardiny CuoluniLr'S represunlalivu9) to
<br />SeleSforce.com. CLARITI has no Control over, or any responsibility or
<br />liability fur, Salu8furcu.uum'8 culluction, use, or disdoeurc of that
<br />information.
<br />61 c CLARITI Property ✓# Reservation: CLARITI expressly reserves
<br />all rights in CLARITI Property. including all intellectual property rights. All
<br />right, title and interest little CLARI I I Property, and any update, modification.
<br />adaptation, translation, customization or dcrivativc work thereof, is and
<br />remains wilh Provider (Or Provider's Ihird party suppliers, as applicable). The
<br />CLARITI Property is licensed al A Subscription basis and not "sold' to
<br />Custorer. CLARITI and its licensors will at all times own and retain all right.
<br />title and interest (including all intellectual property rights) in. to and
<br />associated with the CLARITI Property "CLARIFTI Property, means the
<br />SArviceA. CLARITI Marks and Anonymized Data. and all materials provided
<br />by Provider and not specifically granted to Customer.
<br />9. Representations I Disclaimers / Liability Limitations
<br />9.1. Representations/Warranties of Customer: Customer
<br />represents and warrants to CLARITI that now arid it all times during the
<br />Term: (a) Customer has the right. power. capacity and authority to enter into
<br />art(] perfonll its obhgatons utter [[its Agreernenl and Id grail the Lrenses,
<br />authorizations and permissions set forth in this Agreement (including
<br />regarding access to and use O1 Customer Data), (b) all information provided
<br />by Customer to CLARITI in an Order or otherw'.se is true. accurate. curront
<br />And romplele; Ann ((.) Cuslorner's use of the Services Complies will) all
<br />applicable local. state. national and foreign laws. treaties and regulations.
<br />including those related to data privacy, international communications and the
<br />transmission of technical or personal data and (d) the provision of, or
<br />lransnlission of, any Cuslomer Data to CLARITI and the use Of such
<br />Customer Data for the purposes described in this Agreement does not and
<br />will not violate or infringe the rights of anv person and Customer has obtained
<br />all appropriate and necessary cons rats to do so.
<br />9.2. Repre5entation5/Warrantie5 of CLARITI! CLARITI represents
<br />and warrants to Customer that CLARITI has the eurpurate power, capacity
<br />and authority to enter into this Agreement. Functonality that was
<br />eunfiyuredldevuluped by CLARITI and has unexpUo[cdly stopped wurldflq is
<br />covered for up to one year from the date of implementation. ('System
<br />Warranty") Note that wirrintied items can only be diagnosed by CLARITI.
<br />Custom development performed by any non-CLARITI entity and functionality
<br />related to peymenl prnressing is exHuded Frio] Sys[Pm Warranly.
<br />9.3. SalesForce Development Lifecycle Restriction: Customer
<br />agrees if) have its iechnical staff or system integrator staff maintain
<br />envirollnlclnts and best practices desClbed in
<br />Track and Synalronize Development Changes'. "CHAPTER 5 Release
<br />Managementare excluded from Serunn g.2 System Warranty.
<br />0.4. No Other Representations/Warranties. The rcprcncnlalions
<br />and warranties set forth in paragraph 9.2 are in lieu of all other
<br />represenlalions, warranlies, cnnrlilions and guarantees from CLARITI. The
<br />Services are provided as is and with all faults'. and without any, SUBJECT
<br />TO THE SYSTEM WARRANTY, raprasentntoils, warrantIOS, condltlund or
<br />guarantees of any nature or kind whatsoever, whether express, implied or
<br />sle[u[ory, or at ng Isom cuv,om or Irade usage err by any roursa of deahncl
<br />or course of performance, including any representations. warranties.
<br />condilions or guarantees of or relating to. accuracy, capacity, cornpleleness,
<br />delays. durability: errors, fitness for a particular purpose, lack of viruses or
<br />ollier harmful conlponerll, errors, or interrupted Servile; merChatilabilily,
<br />non-infrinycndcit; performance; quality; results, suitability; timeliness: title.
<br />or workmanlike ellbrl; all of which are hereby disdairtled by CLARI I I to hoe
<br />fullest extant permitted by law. Without limiting the generality of tic
<br />foregoing. CLARITI does not represent, warrant. or guarantee that: (a) tie
<br />Services will be secure, timely, Lninterrupted or error -free or operate in
<br />cornoination with any other hardware, software, syeterti or data, will meet
<br />Customer'; requirements or expoclalions, or will comply with Appll cahle laws
<br />or be free from errors or uninterrupted service. (b) errors or defects will be
<br />corrected. or tic) the Services and related software and systems are free of
<br />viruses or other harmful components.
<br />9.5. General Disclaimer: Use of the Services and the Apex Platform
<br />is at Customer's own risk. The Services and the Apex Platform may be
<br />affected by numerous factors beyond CLAHITI's cuntrul, and may nut bu
<br />continuous or unitllerripled or secure. Secuhly and privacy risks cannot be
<br />Phm,nater. Cu StOTP.r 6 Solely respnnalhle fnr (1J4tomfirR and Uners nFe
<br />of the Services and the Apex Platform. Customer hereby acknowledges that
<br />the Services may be subject to limitations, delays, and other problems
<br />inherent in the use of [he Internet and electronic communications. arid
<br />CLARITI is not responsihle nr Iiahle for any delays, delivery failures, or other
<br />Uanragc rescuing Luny such pwblans.
<br />4A6. Liability Limitation: CLARI 11 WILL NOI BE LIABLE FOR ANY
<br />INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEOUFNTIAL
<br />DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING.
<br />WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS.
<br />GOODWILL. USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER
<br />THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF
<br />WARRANTY. OR IN TORT. AND EVEN IF CUSTOMER HAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AND THE
<br />CUSTOMER HEREBY RELEASES CLARITI OF SAME. IN ANY EVENT.
<br />CLARITI'S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED
<br />ONLY TO DIRECT. VERIFIABLE DAMAGES. INCLUDING BREACH
<br />RFSPONSF COS S, HFGIJI At CRY FINFS ANO PFNAI Ill-;, AS WH I
<br />AS CREDIT MONITORING EXPENSES. AS APPLICABLE. ARISING
<br />FROM CI ARITI'S NFGI I(;FN(.F MATFRIAI NON-FIJI Fit I MFNT OR
<br />BREACH OF ANY WARRANTY OR COVENANT. OR ANY MATERIAL
<br />MISREPRESENT Al ION, EXPHESSLY PROVIDEL) UNDER IHIS
<br />AGREEMENT.
<br />(A) General/Definition: lhis paragraph 9.G applies regardless of any
<br />neyllyeneu or curd fault ur wrunydalny (Induolny fundamental breactn or
<br />gross negligence) by CLARITI or Salesforce.com, and even if they have
<br />been advised of the posslblllty of the loss or damage being Incurred; and In
<br />this Paragraph 9.6. references to "CLARITI" and "Salesfoice.coim' ncluoes
<br />hear respective past, present and future directors, uffiLers, cnrpluyuus.
<br />agen's, represenlalives, service providers, subcontractors, suppliers,
<br />hoensorA, licensees, and each tit them, Jointly and severally.
<br />9.7. Fair Allocation of Liability Customer acknowledges and agrees
<br />that this Agreernenl presents a fair allocation of risk and Iiabilly, which is
<br />rcflcrtcd in the Fees to be paid by Customer.
<br />9.8. Cyber Insurance: CLARITI shall he. required to retain Cyher
<br />Insurance. with limits not less than $2.000.000 per occurrence or claim.
<br />$?,000.000 aggregate, during the Term of this Agreement. Coverage shall
<br />be Sufficiently broad to respond to the duties and obligations as is
<br />undertaken by CLARITI in lhis Agreement and shall ridude, hill no[ he
<br />Ilntl[cd to, dalms Involving sccunty breach, system failure, data recovery,
<br />business inleiruplion, cyber extortion, social engineering, infringement of
<br />Intellectual property, Including out not limited to Infringement of copyright.
<br />trademark. trade dress. invasion of privacy violations. information theft.
<br />danraua to err destructlun of eleetrbnlc Infurrnatwn rcluasc of private
<br />due to not follcl Qobggtj) descrihed in sections -Chapter 2.
<br />Development Environ )ants'. for single and multiple projects. "CHAPTER 4
<br />(=npyng)t 2020 Clnntl Cloud Inc. All nahu re5ervcd.
<br />iiiQ7ri and alteration of electronic info6jtltwy12-0nT jolicy shall provide
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