HomeMy WebLinkAboutReso 29-2025 (25-9)1
CLARITI CLOUD INC.
SOFTWARE AGREEMENT
THIS SOFTWARE AGREEMENT (the “Agreement”) is made between CLARITI CLOUD INC., of 422 Richards St, Suite 170, Vancouver,
BC, V6B 2Z4 (“CLARITI”) and the City of South San Francisco (the “Customer”), and is effective as of the effective date specified in the first
Order (defined in Section 1.1) made between the parties (the “Effective Date”). Unless otherwise defined herein, capitalized terms used in this
Agreement have the meanings set out in Section 14.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
(A)
1.INTRODUCTION
1.1 Orders. CLARITI owns and operates CLARITI, a proprietary, modular, web-based software solution for governments (the “CLARITI
Platform”), accessible through the Apex Platform™ online platform (the “Apex Platform”) operated by Salesforce.com Inc. (“Salesforce.com”).
The details of Customer’s access to and use of the CLARITI Platform, including the number of authorized Users (defined in Sec tion 4.1), will be
specified in purchase orders sent from the Customer to CLARITI from time to time in such form approved by CLARITI (each an “Order”), which
are governed by and form part of this Agreement.
1.2 SFDC Agreement. Customer’s access to and use of the Services will depend on the Apex Platform (also referred to as an “Org”), which
is operated and controlled solely by Salesforce.com, and is subject to the Customer’s acceptance of the Salesforce.com End Us er Subscription
Agreement, attached hereto as Exhibit “A”, as may be amended by Salesforce.com in accordance with its terms (collectively the “SFDC
Agreement”) and which is incorporated by reference as part of this Agreement. By executing this Agreement, Customer acknowledges and signifies
to CLARITI and Salesforce.com that Customer has understood and agreed to the SFDC Agreement. To the extent of any inconsis tency or conflict
between this Agreement and the SFDC Agreement, then this Agreement will take priority and govern regarding Customer’s access to and use of
the CLARITI Platform and the relationship between Customer and CLARITI, and the SFDC Agreements will take priority and govern regarding
Customer’s access to and use of the Apex Platform and the relationship between Customer and Salesforce.com.
2.TERM AND SERVICES
2.1 Term of Agreement and Orders. Unless terminated earlier by either party pursuant to this Agreement, the initial Term of this
Agreement will commence on the Effective Date and will remain in effect for the period outlined in the first Order made betwe en the parties (the
“Initial Term”). This Agreement will automatically renew for additional one (1) year periods (each a “Renewal Term”), unless: (a) expressly
stated otherwise in an Order; (b) terminated earlier pursuant to this Agreement; or (c) either party gives notice of non-renewal to the other party by
no later than ninety (90) days before the end of the Initial Term or the then -current Renewal Term. Collectively, the Initial Term and all Renewal
Terms are referred to collectively as the “Term”. The term of each Order will commence on the effective date specified on the Order and expire
on the expiration date specified in the Order, unless terminated earlier pursuant to this Agreement or the terms of the Order. Any Customer request
for changes to the Order quantity must be submitted at least thirty (30) days before renewal. Each Order will automatically renew for add itional
one (1) year periods at the list price and quantity in effect at the time of renewal unless: (i) the Order is terminated e arlier pursuant to this Agreement;
(ii) either party gives notice of non-renewal to the other party by no later than ninety (90) days before the end of the then-current term of the Order;
or (iii) the Order expressly states that it will not automatically renew.
2.2 SAAS Services. Subject to the terms and conditions of this Agreement, CLARITI will use commercially reasonable efforts to provide
the following services (collectively, the “SAAS Services”) to the Customer during the Term: (a) the CLARITI Platform modules specified in valid
and subsisting Orders; (b) online training and technical support materials for those CLARITI Platform modules; and (c) the applicable support
services related to the Support Program purchased by the Customer as more particularly described in Section 2.4 hereof (the “Support Services”).
2.3 Changes to Services. The Customer may request, and CLARITI may in its discretion provide, an upgrade or downgrade in the level of
SAAS Services, and the applicable Services may be amended, modified or supplemented pursuant to such request with mutual cons ent and in a
written form satisfactory to CLARITI (a “Change Order”). Change Orders may require changes in the applicable fees payable by the Customer,
and any such changes will be specified in the Change Order and payable by the Customer in accordance with the terms of the Ch ange Order.
Notwithstanding anything in this Agreement: (a) CLARITI may in its discretion change the Services from time to time, provided such any such
change does not diminish the functionality of the Services on which the Customer materially relies; and (b) Salesforce.com ma y make changes to
the Apex Platform that may impact the Services.
2.4 Clariti Customer Support Services Program. The Customer shall select the applicable Support Services by choosing the relevant
Support Program, which will be operative for the Initial Term or any Renewal Term, as applicable. Customer must provide written notice
to CLARITI of the selected Support Program no later than ninety (90) days before the end of the Initial Term or the then-current Renewal
Term, failing which, the Support Services applicable to the Support Program last selected by the Customer shall automatically continue
to govern for the subsequent Renewal Term. Subject to the payment of the corresponding SAAS Fees thereto, CLARITI shall provide the
applicable Support Services for the applicable Support Program to Customer regarding the use and operation of the CLARITI Platform that
was configured or developed by CLARITI or its Authorized Designee (as hereinafter defined) pursuant to this Agreement. In con nection with this
Section 2.4, the Parties agree that CLARITI’s third party designee may, from time to time, configure or develop aspects of the CLARITI Platform
at the written request or direction of CLARITI, as a system integrator for CLARITI (“Authorized Designee”). Notwithstanding any other term
hereof, the terms and conditions of the applicable Support Services including but not limited to support service hours and availability, service
levels targets and severity levels are outlined in the attached Exhibit “B.
2.5 Security Breach Notification and Reporting. CLARITI shall have policies and procedures in place for the effective management of
Security Breaches, as defined below, which shall be made available to the Customer upon request. In the event of any actual security breach or
reasonable belief of an actual security breach CLARITI either suffers or learns of that either compromises or could compromise any Customer Data
within CLARITI’s possession or control (a “Security Breach”), CLARITI shall notify the Customer within 48 hours of being notified by
2
CLARITI CLOUD INC.
Salesforce.com. Real-time access to data center statuses can be found at https://trust.salesforce.com or any successor URL provided by or through
CLARITI from time to time.
Upon receipt of notice as aforesaid, CLARITI shall immediately commence an investigation to determine the nature and extent of the Security
Breach, and use commercially reasonable efforts to contain the incident and stop the unauthorized access, recover records, sh ut down the system
that was breached, revoke access and/or correct weaknesses in physical security. In connection with the foregoing, CLARITI shall repo rt to the
Customer the following with respect to any such Security Breach:
3. the nature of the Security Breach;
4. the City data used or disclosed;
5. who made the unauthorized use or received the unauthorized disclosure;
6. what CLARITI has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure; and
7. what corrective action CLARITI has taken or shall take to prevent future similar unauthorized use or disclosure. CLARITI sha ll provide
such other information, including a written report, as reasonably requested by the Customer. Consultant shall analyze and document the incident
and provide all notices required by applicable law.
7.1
8. FEES AND PAYMENT TERMS
8.1 SAAS Fees. The Customer will pay to CLARITI the fees for the SAAS Services (the “SAAS Fees”) upfront annually, and in accordance
with the payment instructions detailed in each Order or Change Order (as applicable). Unless otherwise expressly provided in an Order or Change
Order, any SAAS Services added during a billing period will be subject to payment of SAAS Fees for a minimum of 12 months. All SAAS Fees
will be based upon the total quantity of SAAS Services specified in applicable Orders and Change Orders, whether or not the corresponding SAAS
Services are actively used during the billing period. SAAS Fees payable under this Agreement are: (i) non-refundable; and (ii) exclusive of any and
all taxes, withholdings and other levies and imposts applicable thereon (“Taxes”), and such Taxes will be invoiced together with the SAAS Fees,
unless Customer is exempt from such Taxes. Unless otherwise expressly set out in an Order or Change Order (as applicable), al l invoices for the
SAAS Services are payable thirty (30) days after delivery. CLARITI reserves the right to change the SAAS Fees with respect to existing service
levels on an annual basis, at the end of the Initial Term or the then -current Renewal Term, upon at least thirty (30) days prior written notice to
Customer (which may be sent by email).
8.2 Failure of Payment. Without limiting any other remedy available to CLARITI, in the event that any of the Customer’s payment
obligations are overdue and outstanding by fifteen (15) days or more, CLARITI may, in its discretion: (a) terminate this Agreement immediately
upon notice to the Customer; and/or (b) suspend its obligations to the Customer relating to the SAAS Services until such time as all amounts due
and owing under this Agreement are paid in full.
8.3 GST/HST Registration. The Customer hereby declares, represents, and warrants to CLARITI that it is not a registered entity under
applicable goods and services tax and for goods and services tax and harmonized sales tax or other similar purposes in Canada (“GST/HST”), nor
is it required to be registered for GST/HST under laws applicable in Canada . Should the Customer’s tax status change
or should GST/HST related obligations or other similar taxes be payable by or on account of the Customer as a result of the transactions
contemplated hereby, Customer agrees to provide accurate and updated information with respect thereto including, inter alia, regarding their
tax registration status, to CLARITI upon request. Customer agrees to indemnify and hold harmless CLARITI from and against any claims, penalties,
or liabilities arising from the Customer's failure to accurately declare their tax registration status or to properly pay or remit any taxes required as
aforesaid including, without limitation, relating to any assessment of GST/HST made against CLARITI in connection with the tr ansactions
described under this Agreement. Customer covenants and agrees to pay any and all such amounts contemplated or arising in relation to the foregoing
provisions of this Section, including interest and penalties and any other related costs of CLARITI , if any, upon written re quest by CLARITI.
9. USE OF SAAS SERVICES
9.1 Grant. Subject to the terms and conditions of this Agreement, CLARITI hereby grants to the Customer a limited, non -exclusive, non-
transferable, non-sub-licensable right to access and use the SAAS Services during the Term for its internal business purposes through its authorized
representatives (each a “User”) with a valid and subsisting account (each an “Account”) and username and password issued by or on behalf of
CLARITI (collectively, “Codes”). Customer will appoint and authorize one or more Users to appoint other Users and administer Customer’s use
of the SAAS Services. Customer will not authorize more Users than the number of Users specified in an Order or a Change Order , as applicable.
Customer is fully responsible and liable for, and bears all risks relating to, all use of the SAAS Services by Users and all acts or omissions by Users
and will ensure that all Users comply with the terms of this Agreement.
9.2 Accounts/Codes. Accounts and Codes are specific to the User for whom they are issued. Customer will ensure that all Users keep their
Codes secure and confidential at all times and not permit any other person to use their Account or Codes, and immediately not ify CLARITI if they
suspect that any Account or Code has become known to or used by any unauthorized person. Customer is responsible for the secu rity of Customer
Codes and use of Customer Codes and Customer Accounts. If CLARITI, in its discretion, considers a Code to be insecure or to have been used
inappropriately, then CLARITI may immediately cancel the Code without notice to Customer and the affected User. Codes may not prevent
unauthorized access to Customer Data or other information that Customer and Users may use in connection with the SAAS Services. CLARITI is
under no obligation to verify the actual identity or authority of the User of any Codes, Accounts or the SAAS Services, and i s not responsible or
liable for unauthorized access to the SAAS Services or any unauthorized or alteration, theft or destruction of any information contained therein
through accident, fraudulent means or devices, or any other method, unless it is the direct result of CLARITI’s gross neglige nce.
9.3 Admin User License. The SAAS Services require a minimum of one (1) Admin User License to be quoted and purchased by the
Customer, in addition to a minimum of one (1) Admin User License to be purchased for every tranche of 50 Platform User Licens es purchased.
3
CLARITI CLOUD INC.
9.4 Full Sandbox. The SAAS Services require one (1) full Salesforce sandbox (the “Full Sandbox”) to be quoted and purchased by the
Customer for the purposes of receiving ongoing CLARITI Platform updates. The Full Sandbox will be refreshed to match the Sale sforce Production
Org on a quarterly basis. The Full Sandbox may be used by other parties and for other purposes with the understanding that they are aware and
responsible for preserving any of their modifications, as the quarterly sandbox refresh will remove those changes to match th e Production Org.
9.5 Developer Sandbox. Subject to Customer's payment of the corresponding SAAS Fees or other amounts payable thereto, and provided
that Customer maintains an active Enterprise Edition subscription hereunder, Customer will receive, during the Term, 25 Developer Sandboxes
with its Enterprise Edition subscription.
9.6 Customer Community Services. Customer understands that for certain SAAS Services identified as Customer Community or
Community Plus Services on an Order or any Change Order (as applicable), if Customer User logins in the applicable Org exceeds the Permitted
Number of Monthly Logins (as described in the Order or Change Order) in each of four consecutive calendar months, the Custome r will be charged
1.5 times the per-Login price (based on the “Monthly/Unit Price” specified in the Order or Change Order) for each excess Customer User login
in such fourth month and in each consecutive month thereafter in which the aggregate number of Customer User logins in the Org exceeds the
Permitted Number of Monthly Logins. Such additional fees will be charged to Customer monthly in arrears. Unused logins are forfeited at the end
of each month and do not roll over to subsequent months. The beginning and end of each calendar month will conform to U.S. Pacific Time.
9.7 Audit. CLARITI may audit use of SAAS Services through the CLARITI Platform and the Apex Platform. Should any audit reveal any
unauthorized use of SAAS Services, Customer agrees to pay to CLARITI, within thirty (30) days of CLARITI's notice of the audi t results,
CLARITI’S then-current pricing for the applicable SAAS Services showing unauthorized use (taken as a group), beginning with the date of the
first violation through the period of unauthorized use (the “True Up Payment”). Upon payment of the True Up Payment, all SAAS Services
showing unauthorized use will be converted into compliant SAAS Services and invoiced at CLARITI's then -current list pricing for the remainder
of the Term.
9.8 Restrictions. Except as expressly permitted by this Agreement, the Customer will not, nor will it allow any User to, directly or
indirectly: (a) copy, modify or create derivative works or improvements of the SAAS Services; (b) rent, lease, lend, sell, su blicense, assign,
distribute, publish, transfer or otherwise make available the SAAS Services to any person; (c) reverse engineer, disassemble, decompile, decode,
adapt or otherwise attempt to derive or gain access to the source code of the SAAS Services or any part th ereof; (d) bypass or breach any security
measures used by the SAAS Services; (e) input, upload, transmit or otherwise provide to or through the SAAS Services any info rmation or materials
that are unlawful or injurious, or contain, transmit or activate any virus, trojan horse, worm, backdoor, malware or other malicious computer code;
(f) transmit, or otherwise export the SAAS Services or underlying information or technology; (g) damage, destroy, disrupt, di sable, impair, interfere
with or otherwise impede or harm in any manner the SAAS Services; (h) remove, delete, alter or obscure any trade -marks, specifications, warranties
or disclaimers, or any copyright, trade-mark, patent or other intellectual property or proprietary rights notices from the SAAS Services; (i) provide
any usernames, passwords or other information which would permit access to the SAAS Services to any person who does not have authorized
access from CLARITI; (j) send spam or otherwise duplicative or unsolicited messages prohibited by applicable law; (k) to interfere with or disrupt
the integrity or performance of the SAAS Services or the Apex Platform or the data contained therein; or (l) otherwise access or use the SAAS
Services beyond the scope of the authorization expressly granted in this Agreement.
10. PROPRIETARY RIGHTS
10.1 Rights Reserved. CLARITI is and will remain the sole and exclusive owner of the Services, the CLARITI Platform and the CLARITI
Marks, including without limitation any updates, modifications, customizations or derivative works thereof. Salesforce.com is and will remain the
sole and exclusive owner of the Apex Platform and all related content, software and technologies. Except for the rights and l icenses expressly
granted in this Agreement, neither party grants to the other party any Intellectual Property Rights under this Agreement, and all such rights, title
and interests are hereby retained and reserved.
10.2 Feedback. The Customer hereby grants to CLARITI a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual,
unrestricted license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided
by the Customer or its Users relating to the Services. For certainty, CLARITI will have no obligation to modify the Services to implement any
suggestions, recommendations or other feedback provided by the Customer or its Users. Furthermore, for the purposes of improving the CLARITI
Platform:
(a) Access to Personnel. Customer will make available to CLARITI’s authorized representatives the personnel from the Customer’s
leadership, IT, and user groups at CLARITI’s request with reasonable notice to provide feedback on the Services in the form o f surveys, phone
calls, video and face to face meetings.
(b) Integration – Existing Salesforce Apps and Org. For the purposes of improving the Services’ integration into a Customer’s existing
Salesforce Org with existing applications, within three (3) months of the initial order of any Services, the Customer or CLAR ITI partner will refresh
the Full Sandbox provided in Section 3.1(a) to match production, install the applicable Services in the refreshed Org, test business critical processes,
resolve any conflicts, and then move CLARITI assets into the production environment. The CLARITI assets will be unconfigured.
11. CONFIDENTIALITY
11.1 Obligation. Receiving Party hereby acknowledges that the Disclosing Party’s Confidential Information is an asset of considerable value,
the unauthorized use or disclosure of which would be damaging. Receiving Party will, during and subsequent to the Term: (a) k eep the Confidential
Information of the Disclosing Party confidential and use such Confidential Information solely for the purposes of exercising its rights and
performing its obligations under this Agreement; (b) not directly, or indirectly, without authorization from the Disclosing Party reveal, report,
publish, disclose or transfer such Confidential Information to any third party; (c) utilize procedures constituting a high degree of care to maintain
the security of such Confidential Information and in no event less than a reasonable standard of care under the circumstances; and (d) disclose such
Confidential Information to its employees and contractors, solely on a need-to-know basis as reasonably required under this Agreement, provided
that, any access or disclosure to the Disclosing Party’s Confidential Information that is granted by the Receiving Party to its employees and
contractors will first require the Receiving Party to enter into a written agreement with each such employee and contractor t hat contains
confidentiality and non-use obligations that are at least as protective as the provisions hereof. For certainty, and notwithstanding the foregoing,
4
CLARITI CLOUD INC.
Customer acknowledges and agrees that CLARITI may disclose Customer’s Confidential Information to Salesforce.com solely to th e extent
necessary to provide the Services in accordance with this Agreement.
11.2 Legal Disclosure. If a Receiving Party is required by law or court order to disclose any Confidential Information of the Disclosing
Party, such Receiving Party will: (a) first notify the Disclosing Party of same in writing and without delay; and (b) cooperate with the Disclosing
Party, and use its own best efforts, to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order.
11.3 Return of Confidential Information. Subject to the terms of this Agreement, Receiving Party will return or irretrievably destroy the
Confidential Information of the Disclosing Party within thirty (30) days after such request from the Disclosing Party. If req uested by the Disclosing
Party, the Receiving Party will provide a statutory declaration certifying the return or destruction (as applicable) within five (5) d ays thereafter.
11.4 Injunctive Relief. Each party acknowledges and agrees that should it breach its obligations of non-disclosure under this Section 6, the
other party may suffer harm which may not be adequately compensated by monetary damages. In such event, the non -breaching party may, in
addition to any other remedy available in law or equity, seek specific performance and injunctive or other equitable relief without bond or proof of
damages.
12. CUSTOMER DATA
12.1 Ownership of Customer Data. As between CLARITI and the Customer, the Customer is and will remain the sole and exclusive owner
of all Customer Data.
12.2 Consent and License of Customer Data. The Services may require that CLARITI and Salesforce.com access, use, process and transmit
Customer Data, and certain modules of the SAAS Services or additional functionalities may result in Customer Data being trans mitted from the
Apex Platform to other computer systems. Customer authorizes and consents to such use of Customer Data by CLARITI and Salesforce.com, and
hereby grants to CLARITI and Salesforce.com a non-exclusive, royalty free, world-wide right and license during the Term to access, copy, process
and otherwise use Customer Data as may be required to provide and improve the Services, perform CLARITI’s obligations under this Agreement
or to create Anonymized Data. For certainty, CLARITI will be the sole and exclusive owner of all Anonymized Dat a.
12.3 Storage/Return of Customer Data. Customer Data is stored by Salesforce.com in the Apex Platform and is subject to the SFDC
Agreements. At any time upon request by Customer during the Term, and within thirty (30) days after the end of the Term, CLAR ITI will request
that Salesforce.com return all Customer Data in the Apex Platform to Customer in accordance with SFDC Agreements. Notwithstanding anything
in this Agreement, CLARITI and Salesforce.com are not responsible for the privacy, security or integrity of Customer Data tha t is transmitted
outside the Apex Platform.
12.4 Customer Data Disclaimer. Customer Data will be disclosed to Salesforce.com as a result of the Customer’s use of the SAAS Services.
CLARITI has no control over, or any responsibility for, Salesforce.com’s collection, use, storage or disclosure of Customer D ata. Except as
otherwise provided in this Agreement, CLARITI makes no representation, warranty, condition or guarantee of any nature or kind whatso ever,
whether express, implied or statutory, or arising from custom or trade usage or by any course of deal ing or course of performance, regarding
Customer Data, and disclaims any and all responsibility and liability for Customer Data to the fullest extent permitted by law.
12.5 Personal Information. For certainty, CLARITI’s processing of Customer Data pursuant to this Agreement will not involve the use of
Personal Information.
13. REPRESENTATIONS, WARRANTIES AND COVENANTS
13.1 Customer. Customer represents, warrants and covenants to CLARITI that now and at all times during the Term: (a) Customer has the
right, power, capacity and authority to enter into and perform its obligations under this Agreement and to grant the licenses , authorizations and
permissions set forth in this Agreement; (b) the Customer will ensure that it has obtained all necessary consents relating to Customer Data prior to
making any such data available under this Agreement; (c) the provision of any Customer Data to CLARITI and the use of such Customer Data by
CLARITI for the purposes described in this Agreement does not and will not violate or infringe the rights of any person; (d) all information provided
by Customer to CLARITI in an Order or Change Order is true, accurate, current, and complete; and (e) the Customer will have sole responsibility
for connectivity between the Customer Systems and the internet and the security of the Customer’s link to the SAAS Services.
13.2 CLARITI. CLARITI represents, warrants and covenants to Customer that now and at all times during the Term: (a) CLARITI has the
corporate power, capacity and authority to enter into this Agreement, and (b) the Services will not infringe, or constitute an infringement or
misappropriation of, any Intellectual Property Rights of any third party. CLARITI warrants to Customer that it will repair an y functionality that
was configured or developed by CLARITI pursuant to this Agreement and that has unexpectedly stopped working, all in accordance with the terms
of the applicable Support Services described in the attached as Exhibit B, provided that: (i) defects in functionality can only be diagnosed by
CLARITI; (ii) CLARITI is not required to repair any configuration or development performed by a non -CLARITI entity and any functionality
related to non-CLARITI payment processing (iii) the Customer is up to date on the latest CLARITI managed package release updates; (iv) the
Customer is currently in an active Term and paying for all Services; and (v) Customer agrees (A) that their technical staff or system integrator staff
are responsible for performing appropriate due diligence and testing of new CLARITI releases in a sandbox or pre-production environment prior
to deploying these releases to the production environment, and (B) CLARITI is not required to repair issues that arise due to not performing
appropriate due diligence and testing.
14. TERMINATION AND SUSPENSION
14.1 Termination for Cause. Either party may terminate this Agreement immediately upon notice if the other party fails to correct a material
breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notificat ion from the notifying
party of such material breach. This Agreement will automatically and immediately terminate if Customer’s access to and use of the Apex Platform
is prohibited by Salesforce.com.
14.2 Effect of Termination. Upon termination or expiry of this Agreement for any reason pursuant to this Agreement: (a) all Orders in
effect will immediately terminate; (b) CLARITI will deliver to the Customer a final statement of account and/or invoice for fees and charges accrued
5
CLARITI CLOUD INC.
up to and including the date of termination or expiry, and Customer will promptly pay all such outstanding fees and charges; and (c) any provision
of this Agreement that imposes an obligation after termination or expiry of this Agreement will survive such termination or expiry, including
without limitation, Sections: 3, 5, 6, 7 and 9 – 13 (inclusive).
14.3 Suspension of Services. CLARITI may suspend, terminate or limit, in CLARITI’s discretion, Customer’s (or any of its Users’) access
to or use of the Services, or any part of it, with reasonable notice in order to: (a) prevent damage to, or degradation of th e integrity of, CLARITI
Systems or Customer Systems; or (b) comply with any law, regulation, court order or other governmental request or order. CLAR ITI will use
commercially reasonable efforts to notify Customer of any such limitation, suspension or termination action as soon as reasonably practicable. In
the event of a limitation or suspension, CLARITI will restore Customer’s access to the Services when CLARITI determines the e vent has been
resolved. Nothing in this Agreement will limit CLARITI’s right to take any action or invoke remedies or will act as a waiver of CLARITI’s rights
in any way with respect to any of the foregoing activities. Unless found to be done in bad faith, no such suspension will be a breach of this Agreement
by CLARITI, entitle Customer to a refund or suspension of fees, or give rise to any liability by CLARITI to Customer or any other person.
(B) INDEMNITY
14.4 Customer. Customer will defend, indemnify, and save and hold harmless CLARITI and its directors, officers, and personnel from and
against all third-party claims, demands, actions, causes of action, damage, loss, suits, proceedings, costs, liabilities, expenses an d charges arising
from, connected with, or relating to: (a) Customer’s use of the Services and the Apex Platform; or (b) any actual or alleged negligence, willful
misconduct or breach of this Agreement by Customer or any other person for whom Customer is u nder this Agreement or in law responsible.
Customer will assist and co-operate as fully as reasonably required by CLARITI in the defence of all third-party claims and third-party proceedings.
14.5 CLARITI. CLARITI will defend, indemnify, and save and hold harmless Customer and its personnel and representatives from and against
all third-party claims, demands, actions, causes of action, damage, loss, suits, proceedings, costs, liabilities, expenses and cha rges arising from,
connected with, or relating to: (a) any actual gross negligence, willful misconduct or material breach of this Agreement by CLARITI or any other
person for whom CLARITI is under this Agreement or in law responsible; or (b) allegations th at the Services infringe or misappropriate any
Intellectual Property Rights of a third-party, except to the extent resulting from (i) Customer’s modification of the Services, or combination by
Customer of the Services with other third-party products or services, if the Services would not have been infringing but for such modification or
combination, (ii) Customer’s use of the Services in a manner not authorized herein or for which it was not designed, (iii) Cu stomer’s failure to use
an updated, non-infringing version of the applicable intellectual property to the extent Customer was notified that the update cured an infringement,
or (iv) changes to the Services made by CLARITI at the direction of the Customer. CLARITI will assist and co -operate as fully as reasonably
required by Customer in the defence of all third-party claims and third-party proceedings.
14.6 Possible Infringement. If CLARITI becomes aware of an allegation that the Services infringe a third party’s Intellectual Property Rights,
then CLARITI may: (a) obtain the right for the Customer, at CLARITI’S expense, to continue using the Services; (b) provide a non-infringing
functionally equivalent replacement for the Services to the Customer; or (c) modify the Services so that they no longer infri nge such third party’s
Intellectual Property Rights.
15. DISCLAIMER
(C) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SAAS
SERVICES AND THE CLARITI PLATFORM ARE PROVIDED “AS-IS”, AND CLARITI HEREBY DISCLAIMS ANY AND ALL
GUARANTEES, REPRESENTATIONS, CONDITIONS AND WARRANTIES REGARDING THE SAAS SERVICES AND THE CLARITI
PLATFORM, WHETHER IMPLIED OR STATUTORY, ORAL OR OTHERWISE, ARISING UNDER ANY LAW OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, ANY GUARANTEES, REPRESENTATIONS, CONDITIONS AND WARRANTIES WITH
RESPECT TO ACCURACY; CAPACITY; COMPLETENESS; DELAYS; DURABILITY; SECURITY; FITNESS FOR A PARTICULAR
PURPOSE; LACK OF VIRUSES OR OTHER HARMFUL COMPONENT, ERRORS, INTERRUPTED SERVICE; MERCHANTABILITY;
NON-INFRINGEMENT; PERFORMANCE; QUALITY; RESULTS; SUITABILITY; TIMELINESS; TITLE; OR WORKMANLIKE EFFORT.
THE SERVICES AND THE APEX PLATFORM MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CLARITI’S CONTROL.
SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ACCESS
AND USE OF THE SERVICES IS AT THE CUSTOMER’S SOLE RISK.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, CLARITI HEREBY DISCLAIMS ANY AND ALL LIABILITY THAT MAY
ARISE IN CONNECTION WITH THIRD-PARTY SOFTWARE OR MATERIALS AND THEIR USE OR INCLUSION IN OR WITH THE
SERVICES, INCLUDING WITHOUT LIMITATION THE APEX PLATFORM AND SALESFORCE.COM, AND ANY CHANGES MADE BY
SALESFORCE.COM TO THE APEX PLATFORM THAT MAY IMPACT THE SERVICES.
(D) THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
(E) LIABILITY LIMITATION
(F) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, CLARITI’S MAXIMUM LIABILITY TO THE CUSTOMER UNDER
THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF SAAS FEES PAID BY THE CUSTOMER TO CLARITI
DURING THE TWENTY FOUR (24) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(G) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, CLARITI WILL NOT BE LIABLE FOR ANY INDIRECT,
PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE)
HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY, OR IN TORT, AND EVEN IF
CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE CUSTOMER HEREBY RELEASES CLARITI
OF SAME. IN ANY EVENT, CLARITI’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED ONLY TO DIRECT, VERIFIABLE
6
CLARITI CLOUD INC.
DAMAGES ARISING FROM CLARITI’S MATERIAL NON-FULFILMENT OR BREACH OF ANY WARRANTY OR COVENANT, OR
ANY MATERIAL MISREPRESENTATION, EXPRESSLY PROVIDED UNDER THIS AGREEMENT.
(H) THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
18. Cybersecurity/Liability Insurance
A. Clariti shall maintain coverage in an amount not less than ONE MILLION DOLLARS ($1,000,000) per
occurrence / aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by Clariti in this Agreement. . The policy shall provide coverage for liabilities for financial
loss resulting from Clariti’s negligence, and arising from Clariti’s acts, errors, or omissions, in rendering
technology services, as follows:
i. Violation or infringement of any right of privacy, including breach of security and breach of
security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended;
ii. Data theft, damage, unauthorized disclosure, destructions, or corruption, including without
limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable
information or confidential City information in whatever form, transmission of a computer virus
or other type of malicious code; and participation in a denial of service attack on third party
computer systems;
iii. Loss or denial of service; and
iv. The policy shall not contain a cyber terrorism exclusion.
The cybersecurity/liability insurance coverage required in this subsection (A) must include
technology/professional liability including breach of contract, privacy and security liability,
privacy regulatory defense and payment of civil fines, payment of credit card provider penalties,
and breach response costs, including without limitation, notification costs, forensics, credit
protection services, call center services, identity theft protection services, and crisis
management/public relations services. The cybersecurity/liability insurance coverage required in
this subsection (A) shall only apply to the extent caused by a breach of CLARITI’s network or data.
All insurance policies shall be written on a claims made basis and shall name the City
Indemnitees as additional insureds on Clariti’s Commercial General Liability and Umbrella
policies with any City insurance shall be secondary and in excess to Clariti’s insurance.
(I) GENERAL
15.1 Entire Agreement. This Agreement, which includes: (a) each Order; (b) any Change Order; and (c) the SFDC Agreement; constitutes
the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or
contemporaneous agreement. Unless otherwise expressly provided by this Agreement, to the extent of any conflict, the following order of
precedence will apply: (1) this Agreement; (2) a Change Order; (3) an Order; and (4) subject to Section 1.2, the SFDC Agreements.
15.2 Interpretation. Headings in this Agreement are for convenience of reference only. Any rules of construction relating to interpretation
against the drafter of an agreement will not apply to this Agreement. The word “including” (or includes) and words to the sam e or similar effect
will be interpreted to mean “including without limitation” (or includes without limitation). Words importing the singular number only include the
plural and vice versa. Words importing either gender include both genders. Except as expressly set forth in this Agreement, the parties’ respective
rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which the partie s may be lawfully
entitled under this Agreement or at law or equity, and the parties will be entitled to pursue all of their respective rights and remedies concurrently,
consecutively and alternatively.
15.3 Assignment and Enurement. Customer may not assign this Agreement without CLARITI’s prior written consent, which consent may
be withheld in CLARITI’s discretion. CLARITI may assign all or any portion of its rights and interests under the Agreement in its discretion
without consent of the Customer. Users are not parties to or beneficiaries of this Agreement. The provisions of this Agreement will enure t o the
benefit of and be binding upon the parties and their respective successors and permitted assigns.
15.4 Publicity. CLARITI may reference Customer in CLARITI’s advertising and promotional activities and materials and may list Customer
in any listing or directory of CLARITI customers. Upon request by CLARITI, Customer may, but will have no obligation to, prov ide CLARITI
with Customer’s trademark or logos for use in such promotional materials, lists and directories.
7
CLARITI CLOUD INC.
15.5 Waiver and Amendment. Except as expressly provided herein, no modification, amendment or waiver of any provision of this
Agreement will be effective unless in writing and signed by the parties hereto. No failure or delay by a party in exercising any right, power, or
remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy.
15.6 Governing Law. If the Customer’s address provided in the signature block of this Agreement is: (a) in Canada or the United States,
then this Agreement will be governed by the laws of the Customer’s province or state and the federal laws applicable therein, and the parties will
exclusively submit to such jurisdiction; and (b) outside of Canada and the United States, then this Agreement will be governe d by the laws of the
province of British Columbia and the federal laws of Canada applicable therein, and the parties will exclusively submit to the jurisdiction of British
Columbia. Notwithstanding the foregoing, each party will be entitled to seek injunctive or other equitable relief in any juri sdiction with a reasonable
connection to the subject matter of this Agreement.
15.7 Force Majeure. Notwithstanding any other provision of this Agreement, CLARITI will not be liable to Customer for any delay in
performing or failure to perform any of its obligations under this Agreement to the extent performance is delayed or prevente d due to any cause or
causes that are beyond CLARITI’s reasonable control. Any delay or failure of this kind will not be deemed to be a breach of t his Agreement by
CLARITI, and the time for CLARITI’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
15.8 Notices. CLARITI may deliver Orders, invoices and other notices to Customer by email, facsimile, or delivery to the addresses on
record in CLARITI’s Customer file. Customer will give all notices to CLARITI under this Agreement in writing delivered by cou rier, by email, or
by facsimile transmission to CLARITI’s current address for delivery specified on in the signature block of this Agreement, as may be updated from
time to time with notice.
15.9 Currency. All monetary amounts under this Agreement are in the currency of the United States, except where expressly provided
otherwise.
15.10 Independent Contractors. The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner,
joint venturer or legal representative of the other for any purpose and neither party will have any right, power or authority to create any obligation
or responsibility on behalf of the other.
15.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such
provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions
remaining in full force and effect.
15.12 Counterparts. This Agreement may be executed electronically and in two or more counterparts, all of which, taken together, will be
regarded as one and the same instrument.
15.13 Service Level Agreement. CLARITI will (a) make the Services available to Customer pursuant to this Agreement, Documentation, and
the applicable Order or Change Order (b) provide applicable standard support as part of the SAAS Services to Customer at no additional charge,
and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week,
except for: (i) planned downtime (of which CLARITI shall give advance electronic notice), a nd (ii) any unavailability caused by circumstances
beyond CLARITI's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror,
strike or other labor problem (other than one involving CLARITI employees), Internet service provider failure or delay, Apex Platform, or denial
of service attack or other Force Majeure, and (d) provide the Services in accordance with laws and government regulations applicable to CLARITI's
provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer ’s
and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order or Change Order.
16. DEFINITIONS
(j) “Anonymized Data” means Customer Data which has been stripped, manipulated or combined to provide generalized anonymous
information that cannot be reverse-engineered to identify the Customer or identify an individual.
(k) “CLARITI Marks” means CLARITI™, CLARITI CLOUD INC.™ and related logos and marks of CLARITI.
(l) “CLARITI Systems” means the information technology infrastructure used by or on behalf of CLARITI in performing the Services,
including all computers, software, hardware, databases, electronic systems and networks.
(m) “Confidential Information” means information that is not generally known to the public or that otherwise constitutes a trade secret
under applicable law, including without limitation, technical information, know-how, technology, software applications and code, prototypes, ideas,
inventions, methods, improvements, data, files, information relating to customer identities and other customer information; provided that,
Confidential Information does not include any of the foregoing information that Receiving Party can demonstrate: (i) h as entered into the public
domain through no wrongful act or breach of any obligation of confidentiality by the Receiving Party; (ii) was in the lawful knowledge and
possession of, or was independently developed by, the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party
hereunder as evidenced by written records; (iii) was rightfully received by Receiving Party from a third party without a breach of such third party’s
obligations of confidentiality; or (iv) was approved in writing for release by the Disclosing Party. Confidential Information includes such
information that was disclosed by the Disclosing Party to the Receiving Party prior to the Effective Date.
(n) “Customer Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise
received, directly or indirectly, from the Customer or a User by or through the Services .
(o) “Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases,
electronic systems (including database management systems), networks and internet connectivity.
(p) “Disclosing Party” means the party who discloses or otherwise divulges Confidential Information to the other party.
8
CLARITI CLOUD INC.
(q) “Intellectual Property Rights” means any and all right, title and interest in and to any and all trade secrets, patents, copyrights, service
marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of publicity and similar rights of any type,
continuations, or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or d omestic governmental,
regulatory, or judicial authority.
(r) “Personal Information” means information about an identifiable individual within the meaning of the Personal Information Protection
Act (British Columbia).
(s) “Receiving Party” means the party who receives or otherwise obtains Confidential Information from the Disclosing Party or from the
Disclosing Party’s employees, agents, representatives, consultants, customers, contractors or suppliers.
(t) “Services” means the SAAS Services.
***
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have duly executed this Agreement.
CLARITI CLOUD INC.
By
_____________________________________________________________________________________
Authorized Signatory Date
_____________________________________________________________________________________
Name Title
Email for Notice:
CUSTOMER:
By
____________________________________________________________________________________
Authorized Signatory Date
_____________________________________________________________________________________
Name Title
Customer City
Manager
____________________________________________________________________________________
Authorized Signatory Date
_____________________________________________________________________________________
Name Title
Customer City
Attorney
____________________________________________________________________________________
Authorized Signatory Date
_____________________________________________________________________________________
Name Title
Customer City Clerk
____________________________________________________________________________________
Authorized Signatory Date
_____________________________________________________________________________________
Name Title
Customer’s Address Mailing Address:
9
CLARITI CLOUD INC.
Fax Email
CLARITI CLOUD INC.
EXHIBIT “A”
SALESFORCE.COM END USER SUBSCRIPTION AGREEMENT
FOR PLATFORM EMBEDDED EDITION OEM SERVICES SUBSCRIPTIONS
This governs the Customer’s access to and use of the Apex Platform and related services provided by Salesforce.com. This SFDC Agreement
exempts Salesforce.com and other persons from liability or limits their liability and contains other important provisions that Customer should read.
By signing the CLARITI Software Agreement, Customer acknowledges and signifies that it has read, understood, and agreed to this SFDC
Agreement. If Customer does not accept and agree to this Agreement, Customer may not access or use the Apex Platform.
1. Definitions.
In this Agreement:
(a) “Addendum Services” mean the Platform, to the extent that it is hosted on the Public Cloud Infrastructure. “Addendum Services”
exclude, without limitation, any professional services, the CLARITI Application, applications listed on the AppExchange, and other third party
applications and services.
(b) “AppExchange” means the online directory of on-demand applications that work with the Service, located at
http://www.appexchange.com or at any successor websites.
(c) “CLARITI” means Clariti Cloud Inc.
(d) “CLARITI Application” means the proprietary, modular, web-based software solution produced by Clariti Cloud Inc.
(e) “Documentation” means the Trust and Compliance documentation for the Platform, and its usage guides and policies, as updated from
time to time, accessible via help.salesforce.com or login to the applicable Addendum Service.
(f) “Org” means a separate set of Your Data and SFDC product customizations held by SFDC in a logically separated database (i.e., a
database segregated through password-controlled access).
(g) “Platform” means the online, Web-based platform service provided by SFDC to CLARITI in connection with CLARITI’s provision of
the CLARITI Application to You.
(h) “SFDC Service” means the online, Web-based application and platform service generally made available to the public via
http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.
(i) “SFDC” means salesforce.com.
(j) “Users” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the
terms of this SFDC Agreement as a result of a subscription to the CLARITI Application having been purchased for such User, an d have been
supplied user identifications and passwords by You (or by Salesforce.com or CLARITI at Your request).
(k) “You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the CLARITI Application subject
to the conditions of this SFDC Service Agreement, together with any other terms required by CLARITI.
(l) “Your Data” means all electronic data or information submitted by You as and to the extent it resides in the Service.
2. Use of Service.
(a) Each User subscription to the CLARITI Application shall entitle one User to use the Service via the CLARITI Application, subject to
the terms of this SFDC Service Agreement, together with any other terms required by CLARITI. User subscriptions cannot be shared or used by
more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated e mployment with
You or otherwise changed job status or function and no longer require use of the Service). For clari ty, Your subscription to use the Platform
hereunder does not include a subscription to use the SFDC Service or to use it in connection with applications other than the CLARITI Application.
If You wish to use the SFDC Service or any of its functionalities o r services, to use another application other than the CLARITI Application, or to
create or use additional custom objects beyond those which appear in the CLARITI Application in the form that it has been pro vided to You by
CLARITI, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the CLARITI Application
provides You with access to the SFDC Service generally or access to any SFDC Service functionality within it that is in excess to the functionality
described in the CLARITI Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access,
then You agree to not access and use such functionality, and You agree that Your use of such functionality, Your use of applications other than the
CLARITI Application, or Your creation or use of additional custom objects in the CLARITI Application beyond that which appear s in the CLARITI
Application in the form that it has been provided to You by CLARITI, would be a material breach of this Agreement.
(b) Notwithstanding any access You may have to the Platform or the SFDC Service via the CLARITI Application, CLARITI is the sole
provider of the CLARITI Application and You are entering into a contractual relationship solely with CLARITI. In the event th at CLARITI ceases
operations or otherwise ceases or fails to provide the CLARITI Application, SFDC has no obligation to provide the CLARITI App lication or to
refund You any fees paid by You to CLARITI.
(c) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Yo ur Data; (iii)
shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Se rvice, and shall notify CLARITI
or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and
foreign laws and regulations in using the Platform and the SFDC Service.
CLARITI CLOUD INC.
(d) You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublic ense, sell,
resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to
any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or
unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious
material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan
horses and other harmful or malicious code, files, scripts, agents or programs; (y) interfere with or disrupt the integrity or performance of the
Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or th e SFDC Service or its
related systems or networks.
(e) You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content
forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal busi ness purposes; (iii)
reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (A) build a co mpetitive product or
service, or (B) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
(f) Use of Addendum Services. Customer will be responsible for Users’ compliance with this Addendum, the Documentation and the
order form between CLARITI and Customer, and will comply with terms of service of any Third Party Applications with which Customer uses
Addendum Services. Customer will not: (i) make the Addendum Services available to, or use the Addendum Services for the benefit of, anyone
other than Customer or Users, unless expressly stated otherwise in the Documentation, (ii) sell, resell, license, sublicense, distribute, make available,
rent or lease the Addendum Services, or include the Addendum Services in a service bureau or outsourcing offering, (iii) use the Addendum Services
or Third Party Applications to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in
violation of third-party privacy rights, (iv) use the Addendum Services or any Third Party Applications to store or transmit Malicious Code, (v)
interfere with or disrupt the integrity or performance of the Addendum Services or third-party data contained therein, (vi) attempt to gain
unauthorized access to the Addendum Services or its related systems or network, (vii) permit direct or indirect access to or use of the Addendum
Services in a way that circumvents a contractual usage limit, or use any Addendum Services to access or use any SFDC intellectual property except
as permitted under this Addendum or the Documentation, (viii) copy the Addendum Services or any part, feature, function or user interface thereof,
(ix) frame or mirror any part of any Addendum Services, other than framing on Customer’s own intranets or otherwise for its own internal business
purposes, or as permitted in the Documentation, (x) reverse engineer the Addendum Services (to the extent such restriction is permitted by law), or
(xi) access any Addendum Services in order to build a competitive product or service or to benchmark with a non -SFDC product or service.
Customer’s or a User’s intentional violation of the foregoing, or any use of the Addendum Services in breach of the SFDC Service Agreement ,
Documentation or the order form between CLARITI and Customer, by Customer or Users that in SFDC’s judgment imminently threate ns the
security, integrity or availability of SFDC’s services, may result in SFDC’s immediate suspension of the Addendum Services. SFDC will use
commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such violation or t hreat prior to any
such suspension. Customer may only submit to the Addendum Services, and use the Addendum Services to collect, store and/or pro cess, Customer
Data in a manner that is permitted in the applicable Documentation and by applicable laws and government regulations .
(g) External-Facing Services. If You subscribes to any Addendum Services for sending electronic messages or for the creation and hosting
of, or for posting content on, external-facing websites, such use is subject to SFDC’s External-Facing Services Policy at
http://www.salesforce.com/company/legal/agreements.jsp, as may be applicable to an Addendum Service and You are solely responsible for
complying with applicable law in Your use of any cookies or other tracking technologies.
3. Third-Party Providers. CLARITI and other third-party providers, some of which may be listed on pages within SFDC’s website and
including providers of AppExchange applications, offer products and services related to the Platform, the SFDC Service, and/o r the CLARITI
Application, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SF DC
Service, and applications (both offline and online) that interoperate with the Platform, SFDC Service, and/or the CLARITI Application, such as by
exchanging data with the Platform, the SFDC Service, and/or the CLARITI Application, or by offering additional functionality within the user
interface of the Platform, the SFDC Service, and/or the CLARITI Applicatio n through use of the Platform and/or SFDC Service’s application
programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the
CLARITI Application or any other product or service of CLARITI, whether or not such products or services are designated by SFDC as “certified,”
“validated” or otherwise. Any exchange of data or other interaction between You and a third -party provider, including but not limited to the
CLARITI Application, and any purchase by You of any product or service offered by such third -party provider, including but not limited to the
CLARITI Application is solely between You and such third -party provider. In addition, from time to time, certain additional functionality (not
defined as part of the Platform or SFDC Service) may be offered by SFDC or CLARITI to You, for an additional fee, on a pass -through or OEM
basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional
functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the even t of any inconsistency
with the terms of this SFDC Service Agreement.
4. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the
Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder oth er than as expressly
set forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it
or disclose it to any third party except as permitted in this SFDC Service Agreement.
5. Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall
provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assis tance, at the other party’s
cost, if the other party wishes to contest the disclosure.
6. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to
use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedbac k provided by
You or Your Users relating to the operation of the Platform and/or the SFDC Service.
7. Suspension and Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon
notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of CLARITI’s
agreement with SFDC pursuant to which CLARITI is providing the Platform as part of the CLARITI Application to You, and/or (c) a breach by
CLARITI CLOUD INC.
CLARITI of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with this SFDC Serv ice Agreement. If
You use the CLARITI Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the CLARITI
Application (a “Shared org”), CLARITI shall be solely responsible for provisioning the CLARITI Application to You. With respect to any Shared
org, You acknowledge and understand that (i) access to such Org, including the CLARITI Applic ation used in connection with such Org, may be
suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC
is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be
terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or othe r compensation.
8. Subscriptions Non-Cancelable. Subscriptions for the Platform and the SFDC Service are non- cancelable during a subscription term,
unless otherwise specified in Your agreement with CLARITI.
9. Data Storage. The Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no additional
charge. Contact CLARITI for additional information. Additional storage may be available for purchase from the CLARITI.
10. No Warranty. SFDC MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO
THE PLATFORM, THE SFDC SERVICE, AND/OR THE CLARITI Application, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC
SERVICE, AND/OR THE CLARITI Application, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT
LIMITING THE FOREGOING, SFDC DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY
HOSTING PROVIDERS.
11. No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES
WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER
ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Further Contact. SFDC may contact You regarding new SFDC service features and offerings.
13. Google Programs and Services. Platform or SFDC Service features that interoperate with Google programs and services depend on
the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Pl atform and the SFDC
Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to SFDC, SFDC may cease providing such featu res
without entitling You or CLARITI to any refund, credit, or other compensation.
14. Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and CLARITI solely as it relates to
this SFDC Service Agreement.
15. Org Migration. Migration of an Org to the Public Cloud Infrastructure will require planned downtime, during which it may be
completely unavailable for use. Any existing service level agreement regarding the Addendum Services will not apply during an Org migration,
however the parties will cooperate to minimize the impact of such downtime. SFDC will alert CLARITI and/or Customer to actions Cu stomer must
take prior to the Org migration, such as updating hard -coded references, as further described at this link. Migration of an Org to the Public Cloud
Infrastructure is subject to availability on a quarterly basis, and the parties will cooperate reasonably to schedule such mi gration.
CLARITI CLOUD INC.
EXHIBIT B
CLARITI CUSTOMER SUPPORT PROGRAMS
Clariti’s reputation and continued success in the Public Sector Community Development market
depend upon our ability to provide effective solutions and ensure that those solutions operate
and are effectively supported to deliver benefits to your agency and the citizens you serve.
Following the go-live of the delivered solution and its warranty support (hypercare) period,
customers can opt to have their System Integrator (“SI” or “Partner”) provide ongoing
maintenance and support for the solution beyond the warranty period. In the event the Partner
will not be providing this ongoing maintenance and support, Clariti offers several Customer
Support options to help agencies operate in an efficient and cost-effective manner. These
include Standard Support, Enhanced Support, Premium Suppo rt, and a System Administration
Support option.
This following describes the programs, and the related terms and conditions of Customer
Support services.
Support Program➡️
Support Engagement⬇️
Enhanced Premium
Release Assistance For Purchase 3x Annually
Product Adoption For Purchase 240 Hours Annually
After Hours For Purchase 3x Annually
Full-Solution1 Included Included
System Administrator For Purchase For Purchase
Cost $31,508.72 $47,263.07
Year 1 Year 2 Year 3 Year 4 Year 5
N/A $47,263.07 $49,626.22 $52,107.53 $54,712.91
Starting in Year 3, Clariti reserves the right to increase prices up to the lesser of 5% or the annual change in the Consumer Price Index statistics published by the
United States Bureau of Labor.
1 Full Solution Support Provides coverage for an end to end solution, including packages and code not developed or
managed by Clariti, that has been implemented by one of Clar iti’s partners.
CLARITI CLOUD INC.
Enhanced Support
Enhanced Support provides the following to a subscribing customer (and their SI):
●Access to the Customer Support team during Business Hours to investigate technical complex
issues with Clariti-developed functionality.
●Web portal access for interacting with cases, Clariti product documentation and the Customer
Support Knowledge Base (general availability 2025)
●Access to new Clariti product offerings and updates
●Maximum 1-hour initial response time to critical technical issues
●Ongoing tracking of, and communication about, critical and urgent defects
●A dedicated Customer Success Manager
●Full Solution Support
○Integrations
○Product Use
○Issue identification and resolution
○Standard Configuration Support (not including the creation of custom APEX and
Lightning Web Components)
■Examples of Standard Configuration Support:
●Object creation and modification
●Field creation and modification
●Page layout creation and modification
●User creation and modification
●Report creation and modification
●Flows (business rules engine)
Premium Support
Premium Support includes all the features of Enhanced Support with add-on support engagements
including Adoption Support, Release Assistance, and After Hours Support. It excludes new/additional
development, which would require engagement with Clariti Professional Services. .
System Administrator Support
Clariti offers System Administration services for customers who don’t have an on-site administrator. This
support option includes updating packages, optimizing performance, and minimizing downtime. This
service can be purchased on top of either of the three foregoing Support Plans.
The Clariti System Administrator will provide the following services:
●Work directly with the customer to ensure their environments are prepared for Salesforce
releases.
●Work directly with the customer to test and deploy new Clariti package releases.
●Add/Update/Remove staff users, permissions sets, etc. from Production/sandboxes clients' orgs.
●Work directly with the customer and/or internal teams to perform regular sandbox refresh and
all associated post refresh activities.
●Work directly with the technical support team to ensure that all changes associated with an
Adoption support engagement are pushed to production successfully and are logged
appropriately.
●Shadow the technical support team to ensure knowledge of customer environments is current.
●Monitor usage statistics for their accounts.
●Note that the Clariti System Administrator does not participate in regular solution
troubleshooting requests and day to day case work. This work is completed by the Customer
Support Team.
CLARITI CLOUD INC.
Information about Add-On Support Engagements included with Enhanced and Premium
Support:
1. Adoption Support allows a customer access to a Clariti team member who can assist with the
setup and training around the utilization of new functionality.
What’s Included:
● For Premium Support: A block of 60 hours is allotted to each quarter for these activities
for a total of 240 hours/contract year.
● Customer Support will track all case work that falls into this scope under an
“Engagement” for each quarter.
● Configuration activities such as setting up additional Application, License, and Permit
types, configuring fees, etc.
● Adding business process automation.
● Alterations to page views and updating layouts, and other activities that can be
performed via the Salesforce Administrative console within the customer's Salesforce
environment.
Terms of Use:
● Adoption Support hours typically do not roll-over at the end of the quarter; if needed
though, the Customer can negotiate in advance for the planned use of the hours
differently from the quarterly allocations.
● Requests are made by opening a case with the Customer Support team.
● Clariti will not perform any actions directly on any production customer org. unless
contracted to do so.
● When allocating hours for an Adoption Support engagement, the Clariti team will only
log time against implementation and testing time. Hours are not used for requirements
gathering and scoping as this time is allocated against our standard case lifecycle
process.
● Adoption Support hours are intended to be used for small, simple configuration
changes, or value-adds to the implemented solution and not for large project work.
● Each request for change must be scoped, requirements documented and signed off by
the customer. In addition, all changes made to an environment must be approved and
logged appropriately.
● All change requests require customer testing and sign off in both a sandbox and
production environment.
● Requests that would exceed this predefined amount of time or are significant in
complexity may be referred to Professional Services for a Statement of Work.
2. Release Assistance
Release Assistance provides Customers access to a Clariti Customer Support team member who
can assist with the installation and testing of Clariti’s product releases.
The following is included Premium Support:
● A maximum of 3 release assistance engagements per calendar year.
● Assistance defining test cases on vital functionality to a maximum of 2 business days.
● Oversight on the installation of Clariti Packages into one sandbox, and one production
environment (2 business days).
CLARITI CLOUD INC.
● Availability for the day following production release to assist with any follow-up work or
issues.
Terms of Use:
● These engagements are only available as included in select support programs and not
for sale individually.
● A support engagement for each use will be tracked in Clariti’s CRM.
● To book these engagements, please contact your Customer Success Manager or the
Customer Support team.
● Clariti will not perform any actions directly on any customer org.
● The Clariti team’s role is to provide guidance and answer technical questions
only.
● The environment in question should be within 1 year of supported product
versions to qualify for release assistance; if not, other options may be
suggested.
● There are two options for having Clariti perform an upgrade of Clariti packages
on a customer’s behalf:
○ The purchase of a Clariti System Administrator Support option in
addition to the customer's support package.
○ A billable engagement with the Professional Services team.
3. After Hours Support allows a customer to work through a particular issue or project with
Customer Support staff available during non-business hours.
What’s Included:
● Blocks of 4 hours when used during the week.
● Weekend support can be arranged (a total of 20 hours per engagement).
Terms of Use:
● After-hours support can be scheduled for customers with Enhanced support by
booking 4-hour blocks.
● A support engagement for each use will be tracked in Clariti’s CRM.
● Requests can be made by opening a case with the Customer Support team.
● Clariti will not perform any actions directly on a customer’s production org.
● After-hours support requires a statement of the task to be worked through
during the engagement.
● Deviations outside of this scope will be managed through the Standard Support
process or as-needed Professional Services engagements.
● All After-Hours Support engagements must be booked with at least 2 weeks’
advance notice to allow for staff planning and allocation.
● Support for non-Severity 1 requests made with less than two weeks’ notice
cannot be guaranteed and may be subject to additional fees.
Working with Customer Support
○ Business Hours. Clariti’s Business Hours are 9:00am to 5:00pm in your time zone
from Monday to Friday, excluding holidays in the Province of British Columbia - see this
site for details: https://www2.gov.bc.ca/gov/content/employment-
business/employment-standards-advice/employment-standards/statutory-holidays
CLARITI CLOUD INC.
○ Contacting Support. Clariti will provide the customers with an online support portal
to submit support requests. A Support email address will also be provided, and as-
needed contact via phone or tele-/video-conference is available. The online support
portal is the preferred method of contact and results in the fastest responses to the
issue.
○ Severity Definitions. Clariti classifies and responds to Support calls based upon the
underlying problem’s effect on the environment in question. The guidelines for
determining the severity of a problem, and the appropriate classification are described
below.
● Severity 1 - Critical. Critical production issues affecting all users consistently,
includes system unavailability and data integrity issues with no workaround
available. Severity-1 issues require a customer resource available to assist
during Clariti’s working hours until the issue is resolved. Non-production issues
will immediately be assigned to Severity-2 by the Customer Support team
● Severity 2 - Urgent. Major functionality is impacted, or significant
performance degradation is experienced. The issue is persistent and affects
many users and/or major functionality. No reasonable workaround available.
Also includes time-sensitive requests within 30 business days of Go-Live
deployment. We expect to be notified 30 business days in advance of the
planned Go-Live
● Severity 3 - High. Production system performance issue or bug affecting
some, but not all users. Non-production issues occurring during final UAT or
issues more than 30 business days prior to Go-Live deployment. Short-term
workaround is available but cannot be scaled
● Severity 4 - Medium. Defect affecting a small number of users. Reasonable
workaround available. Issues that would meet the threshold for Level 2 or 3 but
are occurring in a sandbox environment where Go-Live is more than 30 business
days in the future.
○ Expected Response Targets. The Clariti support team strives to provide a timely
response to all cases being worked with the team. Clartit’s first and ongoing response
targets listed in the table below are based on the assigned initial case severity. These
response targets are consistent across all support offerings.
Case Severity First Response Target Ongoing Response Target
1 1 business hour 2 x per business day until resolution
2 2 business hours Every 2 business days
3 4 business hours Every 5 business days
CLARITI CLOUD INC.
4 8 business hours Every 10 business days
Note 1: Case Severity and First Response Targets are based on one issue per case to
facilitate prioritization.
Note 2: Clariti cannot guarantee a timeline for a solution for an issue. Resolution is
impacted by the type of inquiry, the environment and the troubleshooting methods
used. While Clariti strives for a low- effort experience and a timely resolution, this
cannot be guaranteed
Enhancement Requests and Product Defects. Through the process of working with
support, it could be determined that the case results in a Clariti product defect or that the
request is a new enhancement to existing functionality. Based on the severity and type of issue
at hand, the Customer Support team will take various actions to assist when managing/tracking
those issues. Not all defects and/or enhancements will be included in current or future versions
of the product, and it is Clariti’s discretion to determine which items are a best fit for inclusion.
Tickets related to defects and/or enhancements that will not be addressed in current or future
versions of the product will be closed with a relevant explanation. If there is a need to follow up
on a previously reported defect or enhancement from a case that has been closed, it is
recommended to open a new case with Customer Support, quoting both the original case
number and the defect/enhancement number that was provided by the support team.
Enhancements are not actively tracked by the Customer Support team unless an approved and
active escalation request with the Clariti Customer Support management team exists.
Resolution of a Support Case. Clariti does not guarantee a timeline for a solution for an
issue. Resolution is always impacted on the type of inquiry and troubleshooting methods used.
While Clariti strives for a low effort experience and a timely resolution this is not guaranteed.
Clariti does not guarantee a solution on a customer’s “in use” version of the product. At times, a
solution may be provided in a newer released version of the product and to take advantage of
that solution, the customer may be required to upgrade.
Please note that the following issues or case submissions may not be investigated or resolved:
○ Issues related to software releases 1 year past initial release
○ Software customization that are not covered by the applicable support plan
○ The case results in a request for an enhancement or new functionality to Clariti software
○ Anything that results from a factor outside of Clariti’s reasonable control eg. power
failures
Support Terms and Conditions.
○ Enhanced and Premium support are limited to 50 hours/month of customer support not
including Adoption Support, Release Support and After Hours Support.
○ Clariti will provide support during periods for which the customer has a support
contract in good standing in accordance with the level of support the customer has
purchased.
○ Service level definitions can change from time to time, and Clariti may alter or
discontinue particular support levels.
CLARITI CLOUD INC.
○ Support programs are paid annually in advance and are an add-on to the Standard
Support package that is granted with a Clariti license subscription in good standing. The
combination of subscription renewal and applying Clariti release updates provides for
ongoing Enhanced or Premium Support coverage. Items covered by Enhanced support
can only be diagnosed by Clariti.
○ Enhanced Support is being provided by Clariti. Any support that may be provided by
Clariti’s partners or third-party resellers may be subject to different support plans and
terms.
○ Customer agrees to apply new Clariti Releases within 1 year of their release. Enhanced
and Premium Support are excluded from releases older than 1 year.
○ Service level definitions can change from time to time, and Clariti may discontinue
particular support levels without notice.
○ If a customer would like to upgrade their support program prior to their renewal the
cost of the support program will be-prorated to the next renewal date.
○ Support programs cannot be downgraded mid-term. Should the customer wish to
change their support program, this is to be done during their renewal period.
○ Clariti does not guarantee a resolution of a technical issue solution on a customer’s “in
use” version of the product. At times, a solution may be provided in a newer released
version of the product, and to take advantage of that solution, the customer may be
required to upgrade.
○ Clariti does not guarantee a solution for every defect or enhancement reported against
the product. Clariti will provide solutions for issues deemed to be of critical importance
or of benefit to all customers. These items are at the sole discretion of Clariti to include
in the product..
○ Major system changes that should be done by the original System Integrator are
excluded from support. If the original System Integrator is not available, then an
appropriate Clariti support package will be recommended.
○ System upgrades and new/changed functionality are excluded from support. Any
activities to modify the existing implementation can be satisfied via an Adoption
Support engagement, purchase of a Clariti System Administrator package, or a services
engagement with Clariti’s Professional Services team or a recommended System
Integrator.
○ Clariti shall never directly update, change, or modify custom code done by partners or
customers unless contracted to do so. If this is required, and there is no agreement in
place with a System Integrator, Clariti can work with the customer to put an agreement
in place or make available approved, trained and experienced third-party System
Integrators on an as needed basis. At Clariti’s discretion, it may consult or advise on an
issue based on the support type the customer has in place.
○ Other than approved 3rd party integrations (e.g. GIS, Bluebeam, Payment Processing,
etc...), Clariti shall not support other 3rd party integrations. GIS and Bluebeam
integrations are included for a fee and are purchased “as-is”. Functionality will be
released on an ongoing basis. Work effort to take advantage of additional functionality
is not included in any support types.
○ Clariti Support does not provide support for:
● Data conversion
● Data loads
● Data mapping
● Reviews of custom code not created by Clariti
CLARITI CLOUD INC.
●Debugging of custom code not created by Clariti
○Salesforce Development Lifecycle Restriction: Customers agree to have their technical
staff or System Integrator staff maintain environments and Salesforce best practices
described in the trailhead learnings, e.g.:
●https://trailhead.salesforce.com/users/nvanderberg/trailmixes/application-
lifecycle-and-development
●https://trailhead.salesforce.com/content/learn/trails/force_com_admin_beginn
er
○System issues that arise due to not following procedures described in training sections
pertaining to “Development Environments” (for single and multiple projects), “Track and
Synchronize Development Changes”, and “Release Management” are excluded from
Standard coverage and will draw down from other support types.
○Customers agree to monitor and manage all users, System Integrators and technical
staff use of subscriptions. The subscription capabilities are documented in the Clariti
OEM User License Guide that can be found here:
https://developer.salesforce.com/docs/atlas.en-
us.packagingGuide.meta/packagingGuide/oem_user_license_comparison.htm.
Clariti may itself review the customer's use of subscriptions at any time through the
Service. System issues that arise from exceeding subscription capabilities are excluded
from Standard coverage and fall under Full solution Support.
○The customer understands that Clariti is built upon the Salesforce Platform and that
from time to time, Salesforce may introduce changes that may impact the Clariti
modules. In most cases, these issues can be resolved. In exceptional cases, the change
may be fundamental and cannot be resolved to the original function. In such a case,
Clariti shall make every effort to resolve the issue alternatively.
○The customer receives advance notice of Salesforce platform changes by registering to
and monitoring one or more of the notification services described here:
https://help.salesforce.com/articleView?id=000212843&type=1
For detailed questions about support, please contact your sales representative or contact us:
http://www.claritisoftware.com/about/contact-us
Clariti Quotation
From:Clariti Cloud, Inc.To:City of South San Francisco
Toll free 1.877.256.8385 RE:RFP 2024-RFP-IT-002
[email protected]
Terms:Remit To: Same as Above
Payment Terms: Net 30 Quote Number:C2025-1808
Currency:USD Dollars Quote Date:January 31, 2025
Start Date:April 1, 2025 Quote Valid Until:May 1, 2025
End Date:March 31, 2026 Quote Year:1
Line No.# Units Description # of Months Annual List Price Total
1 Clariti Enterprise - Clariti Community Development Solution $156,028.22 $156,028.22
60 Platform User License - Enhanced 12
3 Admin User License - Enhanced 12
1 Clariti Admin User License - Enhanced 12
1 Clariti Salesforce Shield 12
1 Clariti Sandbox, Full 12
1 Customer Community Logins (2,000/Month Bundle)12
40 Customer Community Plus Member 12
1 Clariti ESRI ArcGIS Integration 12
1 Clariti Bluebeam Integration 12
1 Clariti Knowledge 12
Total - Year 1 Subscription $156,028.22
Notes
1. Any purchase order generated on this quote indicates acceptance of all terms and conditions on the Clariti Software Agreement.
2. Warranty is provided concurrent to licensing subscription, provided that all Clariti managed packages are kept within 1 year up to date.
3. All User Licenses enable the users to use up to 30 custom objects beyond those in Clariti's managed packages, provided they are within the scope of, and for use exclusively with, the Clariti permitting and licensing application.
4. All Community Licenses enable users assigned this license to access up to 10 custom objects beyond those included in Clariti's managed packages.
5. Starting in Year 2, Clariti reserves the right to increase prices up to the greater of 5% or the annual change in the Consumer Price Index statistics published by the United States Bureau of Labor.
6. Clariti Admin User License included as part of bundle.
Clariti Quotation
From:Clariti Cloud, Inc.To:City of South San Francisco
Toll free 1.877.256.8385 RE:RFP 2024-RFP-IT-002
[email protected]
Terms:Remit To: Same as Above
Payment Terms: Net 30 Quote Number:C2025-1808
Currency:USD Dollars Quote Date:January 31, 2025
Start Date:April 1, 2026 Quote Valid Until:May 1, 2025
End Date:March 31, 2027 Quote Year:2
Line No.# Units Description # of Months Annual List Price Total
1 Clariti Enterprise - Clariti Community Development Solution $163,829.63 $163,829.63
60 Platform User License - Enhanced 12
3 Admin User License - Enhanced 12
1 Clariti Admin User License - Enhanced 12
1 Clariti Salesforce Shield 12
1 Clariti Sandbox, Full 12
1 Customer Community Logins (2,000/Month Bundle)12
40 Customer Community Plus Member 12
1 Clariti ESRI ArcGIS Integration 12
1 Clariti Bluebeam Integration 12
1 Clariti Knowledge 12
Total - Year 2 Subscription $163,829.63
OPTIONAL ADDON
1 Clariti Enterprise - Enhanced Support $31,508.72 $31,508.72
Total - Year 2 Subscription + Optional Addons $195,338.35
Notes
1. Any purchase order generated on this quote indicates acceptance of all terms and conditions on the Clariti Software Agreement.
2. Warranty is provided concurrent to licensing subscription, provided that all Clariti managed packages are kept within 1 year up to date.
3. All User Licenses enable the users to use up to 30 custom objects beyond those in Clariti's managed packages, provided they are within the scope of, and for use exclusively with, the Clariti permitting and licensing application.
4. All Community Licenses enable users assigned this license to access up to 10 custom objects beyond those included in Clariti's managed packages.
5. Starting in Year 2, Clariti reserves the right to increase prices up to the greater of 5% or the annual change in the Consumer Price Index statistics published by the United States Bureau of Labor.
6. Clariti Admin User License included as part of bundle.
Clariti Quotation
From:Clariti Cloud, Inc.To:City of South San Francisco
Toll free 1.877.256.8385 RE:RFP 2024-RFP-IT-002
[email protected]
Terms:Remit To: Same as Above
Payment Terms: Net 30 Quote Number:C2025-1808
Currency:USD Dollars Quote Date:January 31, 2025
Start Date:April 1, 2027 Quote Valid Until:May 1, 2025
End Date:March 31, 2028 Quote Year:3
Line No.# Units Description # of Months Annual List Price Total
1 Clariti Enterprise - Clariti Community Development Solution $172,021.11 $172,021.11
60 Platform User License - Enhanced 12
3 Admin User License - Enhanced 12
1 Clariti Admin User License - Enhanced 12
1 Clariti Salesforce Shield 12
1 Clariti Sandbox, Full 12
1 Customer Community Logins (2,000/Month Bundle)12
40 Customer Community Plus Member 12
1 Clariti ESRI ArcGIS Integration 12
1 Clariti Bluebeam Integration 12
1 Clariti Knowledge 12
Total - Year 3 Subscription $172,021.11
OPTIONAL ADDON
1 Clariti Enterprise - Enhanced Support $33,084.16 $33,084.16
Total - Year 3 Subscription + Optional Addons $205,105.27
Notes
1. Any purchase order generated on this quote indicates acceptance of all terms and conditions on the Clariti Software Agreement.
2. Warranty is provided concurrent to licensing subscription, provided that all Clariti managed packages are kept within 1 year up to date.
3. All User Licenses enable the users to use up to 30 custom objects beyond those in Clariti's managed packages, provided they are within the scope of, and for use exclusively with, the Clariti permitting and licensing application.
4. All Community Licenses enable users assigned this license to access up to 10 custom objects beyond those included in Clariti's managed packages.
5. Starting in Year 2, Clariti reserves the right to increase prices up to the greater of 5% or the annual change in the Consumer Price Index statistics published by the United States Bureau of Labor.
6. Clariti Admin User License included as part of bundle.
Clariti Quotation
From:Clariti Cloud, Inc.To:City of South San Francisco
Toll free 1.877.256.8385 RE:RFP 2024-RFP-IT-002
[email protected]
Terms:Remit To: Same as Above
Payment Terms: Net 30 Quote Number:C2025-1808
Currency:USD Dollars Quote Date:January 31, 2025
Start Date:April 1, 2028 Quote Valid Until:May 1, 2025
End Date:March 31, 2029 Quote Year:4
Line No.# Units Description # of Months Annual List Price Total
1 Clariti Enterprise - Clariti Community Development Solution $180,622.17 $180,622.17
60 Platform User License - Enhanced 12
3 Admin User License - Enhanced 12
1 Clariti Admin User License - Enhanced 12
1 Clariti Salesforce Shield 12
1 Clariti Sandbox, Full 12
1 Customer Community Logins (2,000/Month Bundle)12
40 Customer Community Plus Member 12
1 Clariti ESRI ArcGIS Integration 12
1 Clariti Bluebeam Integration 12
1 Clariti Knowledge 12
Total - Year 4 Subscription $180,622.17
OPTIONAL ADDON
1 Clariti Enterprise - Enhanced Support $34,738.36 $34,738.36
Total - Year 4 Subscription + Optional Addons $215,360.53
Notes
1. Any purchase order generated on this quote indicates acceptance of all terms and conditions on the Clariti Software Agreement.
2. Warranty is provided concurrent to licensing subscription, provided that all Clariti managed packages are kept within 1 year up to date.
3. All User Licenses enable the users to use up to 30 custom objects beyond those in Clariti's managed packages, provided they are within the scope of, and for use exclusively with, the Clariti permitting and licensing application.
4. All Community Licenses enable users assigned this license to access up to 10 custom objects beyond those included in Clariti's managed packages.
5. Starting in Year 2, Clariti reserves the right to increase prices up to the greater of 5% or the annual change in the Consumer Price Index statistics published by the United States Bureau of Labor.
6. Clariti Admin User License included as part of bundle.
Clariti Quotation
From:Clariti Cloud, Inc.To:City of South San Francisco
Toll free 1.877.256.8385 RE:RFP 2024-RFP-IT-002
[email protected]
Terms:Remit To: Same as Above
Payment Terms: Net 30 Quote Number:C2025-1808
Currency:USD Dollars Quote Date:January 31, 2025
Start Date:April 1, 2029 Quote Valid Until:May 1, 2025
End Date:March 31, 2030 Quote Year:5
Line No.# Units Description # of Months Annual List Price Total
1 Clariti Enterprise - Clariti Community Development Solution $189,653.28 $189,653.28
60 Platform User License - Enhanced 12
3 Admin User License - Enhanced 12
1 Clariti Admin User License - Enhanced 12
1 Clariti Salesforce Shield 12
1 Clariti Sandbox, Full 12
1 Customer Community Logins (2,000/Month Bundle)12
40 Customer Community Plus Member 12
1 Clariti ESRI ArcGIS Integration 12
1 Clariti Bluebeam Integration 12
1 Clariti Knowledge 12
Total - Year 5 Subscription $189,653.28
OPTIONAL ADDON
1 Clariti Enterprise - Enhanced Support $36,475.28 $36,475.28
Total - Year 5 Subscription + Optional Addons $226,128.56
Notes
1. Any purchase order generated on this quote indicates acceptance of all terms and conditions on the Clariti Software Agreement.
2. Warranty is provided concurrent to licensing subscription, provided that all Clariti managed packages are kept within 1 year up to date.
3. All User Licenses enable the users to use up to 30 custom objects beyond those in Clariti's managed packages, provided they are within the scope of, and for use exclusively with, the Clariti permitting and licensing application.
4. All Community Licenses enable users assigned this license to access up to 10 custom objects beyond those included in Clariti's managed packages.
5. Starting in Year 2, Clariti reserves the right to increase prices up to the greater of 5% or the annual change in the Consumer Price Index statistics published by the United States Bureau of Labor.
6. Clariti Admin User License included as part of bundle.