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y : lariti
<br />coverage for breach response costs. regulatory Gnus and penallies as well
<br />as credit mnmtnring expenses.
<br />10. Indemnity
<br />10.1. Indemnity: Customer will defend. indemnify. and save and hold
<br />harrrlless CLARITI ;and its personnel and represen[atves front and tgaiHSl
<br />All Claims and Proceadings directly or indirectly arising front, connected with.
<br />w I Platinq to Custorer's else of the Services and t[w Apex Platform, or any
<br />actual or alleged negligence. misconduct or breach of this Agreement or the
<br />SFDC Agreements by Customer or any other person for whom Customer is
<br />under this Agreement or in law responsible. or any breach of Customer's
<br />warranties under this Agreement- Customer will assist and co-operate as -
<br />fully as raasonahly required by CLARITI in the defenre of all Ihini-parly
<br />Claims and third party Proceedings. Additionally. CLARITI will defend,
<br />indemnify. and save and hold harmless Customer and its personnel and
<br />representatives from and against all Claims and Proceedings directly arising
<br />from any aclunl gross negligence. wilful misconducl or material breach of
<br />this Agreement or the RMC. Agreements by CI ARITI or any nther person
<br />fur whurn CLAHI I I is in law responsible, or any breach of CLARI I I's express
<br />warranties under this Agreement. Cl ARITI will assist and co-operate as fully
<br />as reasonably required by Customer in the defence Of all lhird-party Claims
<br />and third party Proceedings. In this Agraement (a) "Claimsmeans claims.
<br />counterclaims, cunhpiaints, damands, causes Of action, liabilities,
<br />obligations, damages, losses, legal fees, costs, expenses and
<br />dishursements (including reasnnnnle stinrneys' fees and rnurt costs) of any
<br />nature or kind. whatsoever and howsoever arising. whether known or
<br />unknown, whether in law or in equity or pursuant to contract or statute, and
<br />whether in any court of law or equity or before any arbitrator or other body,
<br />hnard or tnhunal, and (h) "Proceedings" means artinns, suits, pmreerlings
<br />and hearings of any nature and kind in any court of law or equity or before
<br />any arbitrator or other body, board or tribunal.
<br />11. Termination and Suspension
<br />11.1. Termination! CI ARITI or Customer may in its nisrretinn
<br />terminate this Agreement fur cause if the other party fails to cure any default
<br />upon reasonable notice. This Agreementwill automatically ano immediately
<br />terminate if Customer's access to and use of [he Apex Plalform is prohibited
<br />by Salesforca.com. If this Agreement is terminated. Customer will promptly
<br />pay all Outstanding fees and charges. Each Order will autumatieally and
<br />immediately terminate upon the expiration or termination of this Agreement.
<br />1 L2. Suspension of Services by CLARITI: Nnlwithslanding any n[her
<br />provision of this Agreement. if Customer fails to make a required payment
<br />under Ulis Agreement, CLARI II may iminedialely suspend the provision of
<br />all or any portion of the Services upon 30 days notice to Customer. In
<br />addition to ollrer n(Ihlb ado renheclhe3 of CLARI II under Ihib Agreernenl,
<br />CLARITI may suspend, terminate or linhit (it) CLARITI s sole discretion)
<br />Cuslorner's access to or use of tie Services, orally parl of i[, with reasonable
<br />notice in order to: (a) prevent damage to. or degradation of the lntcgrfty of.
<br />CLARITfs systems. CLARITI Property or Customers systems. or (b) comply
<br />with any law, regulation, court order or other govenlmental request or order.
<br />CLARI I I will use commercially reasonaole efforts to notify Customer of a
<br />IimiLalion, suspension er [errn,nabon action as soon as reasonably
<br />practicable. In the event of a limitation or suspension. CLARITI will restore
<br />Customer's access to the Offering when CLARITI determines the avant nos
<br />been resolved. Netting in this Agreement will limit CLARITI s right to take
<br />any anion or invoke remedies or will act as a waiver of CLARITI s righla in
<br />any way with respect to any of the foregoing activities. Unless found to be
<br />done in bad failh, no such suspension will he a breach of ibis Aqreernent by
<br />CLARITI. entitle Customer to a refund or suspension of fees. or give rise to
<br />any Gabilily by CLARITI 10 Cu$h>mer Or any other person.
<br />12.2. Publicity. CLARITI may reference Customer it CLARITI s
<br />advertising and prmmntinnal srtivitieq and materials (inrluding CLARITI
<br />websites) and may list Custgnier in any listinq or directory of CLARI I I
<br />customers subject to Customer's prior written consent. Upon rcqupst by
<br />CLARITI. Customer may provide CLARITI with Cusomer's trademark or
<br />logos for use in such promotional materials. lists and directories.
<br />12.3. Solution Feedback - Access to personnel! For the purposes OT
<br />improving the CLARITI Product and Services, the Customer shall make
<br />avadahle In CLARI I Ps Product. Managemenl and Cuxlorner For LIP team
<br />representatives from the leadership. IT. and user rommunities on a quarterly
<br />basis. Solution leedback in lne term of surveys and online meetings will
<br />capture product usage, including but not limited to: CLARITI Solution fit,
<br />f'LARITI Model (Jidiia[ion, CLARITI and Periner Training 1,116/oron,
<br />Certification Attainment of Partner and Customer staff, performanm data.
<br />I his solulion ieedtlack may he shared wile CLARI I I partners in order to
<br />improve service levels. The frequency of this access shall be no more than
<br />a quarterly basis unless otherwise mutually agreed upon.
<br />12.4. Solution Feedback - Product Usage: For the purposes of
<br />improving the Cl ARITI Product and Services, Prod Lhrt usage and
<br />performance data may be automatically and periodically trnnsmited to
<br />CLARITI premises for the analysis. Customer Data is not containad in this
<br />transmission
<br />12.b. Solution Integration — Existing Salcsforce Apps and Ong: For
<br />Its pu tpgses of impnrhvinq the CLARITI PtndllCr integration inl, A
<br />Customers existing Salesforce Org with existing Applications. within 3
<br />months of issuing a purchase order, the Cusloroei or CLARI I I Partner mall
<br />refresh the Full SanclBox providing in 5.3 to match production, install the
<br />CLARI II bollware it) the relrealled on1, legl bp3ine55 GnhCal 0110rease3,
<br />resolve any conflicts, and then move CLARITI assets into the production
<br />environment. I he CLARI I I assels shall be unconfigured.
<br />128. Relationship of Parties: The Parkes are non-exrlosive
<br />independent rnnfracfnrs and nothing in this Agreement nr dnnP pursuant in
<br />this Aqreernent will create ur be construed to create a partnership, joint
<br />venture, agency, employment, or other similar relationship between the
<br />Parties.
<br />12.7. Force Maleure: Notwithstanding any other provision of this
<br />Agraanlant, CLARITI will not be Ilabla to customer or any other person Tor
<br />any delay In performing or fallure to perform any of Its oollgatlons under this
<br />AgrHeftwnl In [he exlp.nl jrwforlrlenCe '.S flHl9yed or prevented drl l Ill Ally
<br />ranse or causes that are beyond CLARITI s reasonable control. Any delay
<br />or Iailure of this kind will not be deemed to be a breach of this Aqreernent by
<br />CLARITI. and the time for CLARITI s perfonmance of the affected Obligation
<br />will be exlerlded by a period that he ree3+enable in Ilse GhrGWtglan(:BS-
<br />12.8. Miscellaneous! If any provis'.on of this Agreement is held to its
<br />invalid or unenforceable for any reason. then the provision will be deemed
<br />IO he severed front [his Agreemenl and the remaining provisions will
<br />cnnnnue in full fnrre and effect wifhnuf heing impaired nr invalinaten in Inv
<br />way, unless as a result of any such severance this Agreement would fail in
<br />its essential purpose. No consent or waiver by a Party to or of any hroarh
<br />by [he other Party in il5 performance of its obiigaliorhs under this Agreemenl
<br />will he: (.I) deemed or rnnstrued to he a cnnsent to nr waiver of a cni-Amr,ng
<br />breach or any other breach of those or any Other obligations of that Party, or
<br />(b) effective unless in writ ng and s'.gnod by ooth Parties. Except as
<br />axptassly set forts in [his Agreement, [he Parties' respective rights and
<br />remedies under this Agreement arc cumulative and not exclusive of any
<br />other rights or remedies to which the Parties may be lawfully untitled under
<br />this Agreement or at law or equity, and the Partics will be entitled to pursue
<br />all of their resperve r'. ght5 and remedies cnnrnrrently, consecuthvPly and
<br />11.3. Sumlval: Notwithstanding any other provision of this Agreement. alternatively. In this Agreement (a) a reference to "this Agreement" and
<br />Scubuns 5, H. D. 10, and 12 and paragraphs 6.2, 3.1, 3.2, 3.3, 3.4, 4.4, 7.1 other aim'.let terms refers to this Subscriptiun Agreement and all Orders,
<br />and 11.3 of this Agreement. and all other provisions necessary to their each of which is incorporated nerenl by reference. as a whole and nOt just to
<br />interpretation or enforcement, will survive indefinitely after the terminatinn of the particular prnvisinn in which thnse words appear, (h) headings in this
<br />this Agreement and will remain in full force ano effect and be binding upon Agreement are for reference only arid 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 importing persons include individual:;. partnetships, associations. trusts.
<br />uninrgrporAled nrganiLA[ions, snciehlss and cnrpnratinns; (d)woMs
<br />12.1. Notices! CLARITI may deliver cinders, Invoices and other nntices Importing the singular number unly Include the plural and vice versa,
<br />to Custurner by entail, facsimile, or uelivery to the addresses on record in (e) words importing either gentler include both genders; (Q "including"
<br />CLARITI s Customer file. Customer will give all notices to CLARITI under means Includ'. ng without Ilmltatlon; (g) references to a day, month, or year.
<br />this Agresmen[ in vri..ing delivered by courier, by email, or by facsimile mean a calendar day, month. or year. unless expressly indicated otherwise:
<br />transmission to CLARITI s current address for delivery specified on in thecurrencyurrunLy aretheth,- Unitud Status of
<br />signature biuuk O t4 y� amen �s may be updatedfrom time O time wh
<br />terser. Ify I.,DUII l Aa2e�ica, finless expressly indicated otherSP1 5/2021
<br />t:opy[lgl)t 2020 Csiltl Cloud Inc. All 1iphu re@erved.
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