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Resolution 2025-118Resolution No. 2025-115 A RESOLUTION OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, APPROVING AN AGREEMENT WITH CLARITI CLOUD USA, INC. WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City") is a duly organized and validly existing non home -rule municipality created in accordance with the Constitution of the State of Illinois of 1970 and the laws of the State; and WHEREAS, the Community Development Department ( the "CDD") of the City has investigated various cloud base community development software to replace the manual processes currently used by the CDD to manage permitting, inspections, property maintenance and development applications; and WHEREAS, after a review of possible providers of this type of software, the Director of the CDD has determined that Chariti Cloud USA, Inc. through its Clariti Launch, offers a unified platform which would streamline the City's plan review and permitting workflow, inspection scheduling, property maintenance complaint tracking and development application processing and therefor recommends approval of the Clariti Launch Customer Terms of Service (the "Agreement") for a three year term in the form attached hereto for a first year cost of $45,000 and an annual subscription of $26,000; and WHEREAS, Section 1-7-3 E of the Yorkville Municipal Code permits contracts which by their nature are not adaptable to award by public bidding, such as an agreement for specialized software, may be exempt from public bidding requirements upon 213rds vote of the City Council; and WHEREAS, the Mayor and City Council have reviewed the Agreement as submitted and the recommendation of the CDD Director and believe it is in the best interest to approve the Agreement and waive the requirements for competitive bidding as hereinafter provided. NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. The foregoing recitals are incorporated in this Resolution as the findings of the Corporate Authorities. Section 2. The Corporate Authorities hereby waive the bidding requirements of the City's Municipal Code pursuant to the foregoing recitals. Resolution No. 2025-118 Page 1 Section 3. In consideration of the foregoing recitals, the Clariti Launch Terms of Service pursuant to the Agreement with Chariti Cloud USA, Inc. in the form attached hereto is hereby approved and the Mayor and City Clerk are authorized to execute. Section 4. This Resolution shall be in fall force and effect upon its passage and approval as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 28"' day of October, A.D. 2025. KEN KOCH AYE ARDEN JOE PLOCHER AYE CHRIS FUNKHOUSER AYE 6TY CLERK DAN TRANSIER CRAIG SOLING MATT MAREK RUSTY CORNEILS AYE RUSTY HYETT APPROVED by me, as Mayor of the United City of Yorkvill this day of '� Y , A.D. 2025. Attest: Y CLERK mi -.,"I I -, AYE AYE AYE AYE County, Illinois Resolution No. 2025-118 Page 2 CLARITI LAUNCH CUSTOMER TERMS OF SERVICE THE CUSTOMER ACKNOWLEDGES AND AGREES THAT BY USING OR OTHERWISE ACCESSING A CLARITI SOLUTION OR ANY OTHER SERVICES, THE CUSTOMER AGREES TO BE BOUND BY THESE CUSTOMER TERMS OF SERVICE. IF THE CUSTOMER DOES NOT AGREE WITH THESE TERMS OR DOES NOT WANT THEM TO BIND THE CUSTOMER, CUSTOMER SHOULD RETURN ALL CLARITI SOLUTIONS AND RELATED SOFTWARE TO CLARITI CLOUD USA, INC. OR ITS AUTHORIZED DESIGNEE WITHOUT INSTALLING, USING OR OTHERWISE ACCESSING IT. These Customer Terms of Service (including any policies, documents, or other agreements incorporated by reference herein, each as amended, restated, modified, supplemented, or replaced from time to time by CLARITI upon notice to the Customer, collectively, the "Agreement") set forth the terms and conditions applicable to the access to or licensing of the SAAS Services from CLARITI CLOUD USA, INC., of 2261 Market Street #4302 San Francisco, CA 94114 ("CLARITI") by the party subscribing to the SAAS Services for use thereof (the "Customer"). 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, including Customer's access to and use of any CLARITI Solution, the parties agree as follows: 1. INTRODUCTION 1.1 QUOTE. CLARITI owns or otherwise has the rights to operate the CLARITI Solutions (as defined herein), being proprietary, web -based software solutions that improve customer experience for permit and licensing processes, made available by or through CLARIT as CLARITI LaunchTI or CLARITI GuideTI (each, a "CLARITI Solution" and collectively, the "CLARITI Solutions"). Unless otherwise agreed to in writing by CLARITI, the details of the applicable CLARITI Solution purchased by Customer and relating to Customer's access to and use thereof will be specified in the quote provided by Clariti or an authorized designee of Clariti (each, an "Authorized Designee") to, or on behalf of, or for the benefit of, the Customer (as amended, restated, modified, supplemented, or replaced by Clariti from time to time, individually and collectively, the "Quote"), which Quote is governed by and forms part of this Agreement. 2. TERM AND SERVICES 2.1 Term of Agreement. 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 a period of thirty-six (36) months unless otherwise outlined in the Quote (the "Initial Term"). This Agreement will automatically renew for additional one (1) year periods (each a "Renewal Term"), on terms and conditions substantially similar to those provided herein, unless: (a) expressly stated otherwise in the Quote or a Change Order (as herein defined); (b) terminated earlier pursuant to this Agreement; or (c) either party gives notice to the other party, by no later than ninety (120) days before the end of the Initial Term or the then -current Renewal Term, of (i) non -renewal or (ii) its desire to amend, modify, supplement, or otherwise change any terms or conditions of the Agreement then in effect, which must be mutually consented and agreed to by the other party prior to the end of such period. Collectively, the Initial Term and all Renewal Terms are referred to collectively as the "Term". Any Customer request for changes to the quantity of Services then applicable must be submitted at least thirty (30) days before renewal and documented via Change Order. 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: 2.2.1.1 the applicable CLARITI Solution specified in a valid and subsisting Quote; 2.2.1.2 the applicable Support Services (as defined herein); and 2.2.1.3 the applicable Implementation Services (as defined herein). 2.3 Implementation Services and Training. Subject to the terms and conditions of this Agreement, CLARITI will use commercially reasonable efforts to provide the Customer with implementation related services and any applicable training with respect thereto (collectively, the "Implementation Services") to the extent of, and subject to the additional terms and conditions expressly set out in, Clariti's standard form of statement of work entered into between the Parties from time to time (each, a "SOW"). Clariti may from time to time engage third parties (each a "Subcontractor"), such as independent contractors, affiliates, service providers, licensees and agents, to perform any part of the Implementation Services. Clariti will: (a) remain directly responsible to the Customer for the acts or omissions of each Subcontractor in connection with the performance of any subcontracted Implementation Services; and (b) ensure that each Subcontractor is bound in writing to terms equally as protective of the Customer and Customer's Data as the terms and conditions of this Agreement. 2.4 Changes to Services. The Customer may request, and Clariti may in its discretion provide, an upgrade or downgrade in the level of Services or part thereof, and the applicable Services may be amended, modified or supplemented pursuant to such request with mutual consent 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 Change Order or if not provided, in accordance with the terms hereof and the Quote. Notwithstanding anything in this Agreement 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. 2.5 Support Services. CLARITI shall, to the extent specified in the Quote, a SOW, or a Change Order, as the case may be, provide the applicable support services described therein to Customer regarding the use and operation of the applicable CLARITI Solution that was configured or developed by CLARITI pursuant to this Agreement (collectively, "Support Services"). The applicable level of Support Services as well as the additional terms and conditions related thereto including, but not limited to, the support service hours and availability, service levels targets and severity levels, are detailed in CLARITI customer service terms (as amended, restated, modified, supplemented, or replaced from time to time, the "Clariti Customer Service Terms"), a copy of which shall be provided to and accepted by the Customer, if applicable. 2.6 Dependencies. Customer understands that Clariti's performance of the SAAS Services (or part thereof) depends on Customer timely providing Clariti with relevant data, feedback and configuration assistance. Any dates or time periods relevant to Clariti's performance of its obligations hereunder or pursuant hereto will be extended appropriately and equitably to reflect any delays caused by Customer's failure to timely deliver any such materials. CLARITI shall not be liable for any delays in performance under this Agreement resulting from Customer's failure to meet these obligations. 3. FEES AND PAYMENT TERMS 3.1 SAAS Fees. The Customer will pay to CLARITI the fees for the SAAS Services (the "SAAS Fees") upfront annually and in advance for each year during the Term of this Agreement, in accordance with the payment instructions detailed in the Quote, applicable SOW or Change Order, as the case may be. Unless otherwise expressly provided in the Quote, applicable SOW 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 the Quote, applicable SOW or Change Order, as the case may be, whether or not the corresponding SAAS Services are actively used during the billing period. For certainty, workflows and configurations that go beyond the CLARITI Solution's "out of the box" capabilities are excluded from the amount quoted in respect of the SAAS Fees unless otherwise specifically stated to the contrary. SAAS Fees payable under this Agreement are: (1) 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 the Quote, the applicable SOW or a Change Order, as the case may be, all invoices for the SAAS Services are payable thirty (30) days after the invoice date. Clariti reserves the right to change the SAAS Fees with respect to existing service levels or otherwise on the basis of increased functionality or other improvements to the Services, 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). 3.2 Implementation Service Fees. The Customer shall pay to CLARITI the Implementation Services fees and any other charges with respect to the Implementation Services in the amounts, at the times and according to the terms set out in the Quote, applicable SOW, or Change Order, as the case may be, or as otherwise specified in writing by Clariti from time to time (collectively, the "Implementation Service Fees"). All Implementation Service Fees payable under or pursuant to this Agreement are exclusive of any and all Taxes, and Taxes will be invoiced together with the Fees, unless Customer is exempt from such Taxes. Subject to the Quote, applicable SOW or Change Order, as the case may be, invoices for Implementation Services are payable, without holdback or setoff, immediately upon invoicing, except where such Implementation Service Fees invoiced are disputed by the Customer in good faith. Invoice disputes will not affect the undisputed portions of the Implementation Service Fees payable by the Customer. 3.3 Failure of Payment. Interest will accrue on any amounts overdue and outstanding at a rate of eighteen percent (18%) per annum, calculated daily. Without limiting any other remedy available to Clariti, in the event that any of the Customer's payment obligations are overdue and outstanding, 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 Services until such time as all amounts due and owing under this Agreement are paid in full. 4. USE OF SAAS SERVICES 4.1 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 CLARITI Solution specified in the Quote 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 applicable CLARITI Solution. Customer will not authorize more Users than the number of Users specified in the Quote 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. 4.2 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 notify Clariti if they suspect that any Account or Code has become known to or used by any unauthorized person, Customer is responsible for the security 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 is 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 negligence. 4.3 Audit. Clariti may audit use of SAAS Services through any CLARITI Solution. 4.4 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, sublicense, 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 thereof; (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 information 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, disable, 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; W use the SAAS Services other than in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions or spam compliance laws); (k) to interfere with or disrupt the integrity or performance of the SAAS Services or the data contained therein; or (I.) otherwise access or use the SAAS Services beyond the scope of the authorization expressly granted in this Agreement. 4.5 Customer Systems. Customer shall be responsible for obtaining and maintaining the Customer Systems and any other equipment and other services needed to connect to, access or otherwise use the SAAS Services and Customer shall also be responsible for (a) ensuring that such equipment is compatible with the SAAS Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) for all uses of Customer user accounts with or without Customer's knowledge or consent. 5. PROPRIETARY RIGHTS 5.1 Rights Reserved. CLARITI is and will remain the sole and exclusive owner of, and retains all Intellectual Property Rights in, the Services, each CLARITI Solution and the CLARITI Marks, including without limitation any updates, modifications, customizations or derivative works thereof. Except for the rights and licenses 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. 5.2 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 any CLARITI Solution, 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 of surveys, phone calls, video and face to face meetings. 6. CONFIDENTIALITY 6.1 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) keep 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 that contains confidentiality and non-use obligations that are at least as protective as the provisions hereof. For certainty, and notwithstanding the foregoing, Customer acknowledges and agrees that Clariti may disclose Customer's Confidential Information solely to the extent necessary to provide the Services in accordance with this Agreement. 6.2 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. 6.3 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 requested by the Disclosing Party, the Receiving Party will provide a statutory declaration certifying the return or destruction (as applicable) within five (5) days thereafter. 6.4 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. 7. CUSTOMER DATA 7.1 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. 7.2 Consent and License of Customer Data. The Services may require that Clariti access, use, process and transmit Customer Data, and certain Services or additional functionalities may result in Customer Data being transmitted from a CLARITI Solution to other computer systems. Customer authorizes and consents to such use of Customer Data by Clariti, and hereby grants to Clariti 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 Data, 7.3 Customer Data Disclaimer. Customer Data will be disclosed to Subcontractors of Customer as a result of the Customer's use of the Services. Except as otherwise provided in this Agreement, Clariti makes no representation, warranty, condition or guarantee of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing 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. 8. REPRESENTATIONS, WARRANTIES AND COVENANTS 8.1 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 the Quote 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 Services. 8.2 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 CLARITI Solution specified in the Quote 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 provide the Support Services to repair any functionality that was configured or developed by Clariti pursuant to this Agreement and that has unexpectedly stopped working, all in accordance with the applicable Clariti Customer Service Terms 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. 9. TERMINATION AND SUSPENSION 9.1 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 (ten (10) days, in the case of non-payment) after receipt by such other party of written notification from the notifying party of such material breach. 9.2 Effect of Termination. Upon termination or expiry of this Agreement for any reason pursuant to this Agreement: (a) all SOWs and each Change Order 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 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, 4, 5, 6, and 9.2, and 10 - 13 (inclusive). 9.3 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 the integrity of, Clariti Systems or Customer Systems; or (b) comply with any Law, regulation, court order or other governmental request or order. Clariti 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 event 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. 10.INDEMNITY 10.1 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 and charges arising from, connected with, or relating to: negligence, willfuL misconduct or breach of this Agreement by Customer or any other person for whom Customer is under 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. 10.2 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 charges 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 that the applicable CLARITI Solution infringe or misappropriate any United States or Canadian 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, it 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) Customer'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 wit[ assist and co-operate as fully as reasonably required by Customer in the defence of all third -party claims and third -party proceedings. 10.3 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 infringe such third party's Intellectual Property Rights. 111A010YyW-V►YAI:1.v (A) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND EACH CLARITI SOLUTION ARE PROVIDED "AS -IS", AND CLARITI HEREBY DISCLAIMS ANY AND ALL GUARANTEES, REPRESENTATIONS, CONDITIONS AND WARRANTIES REGARDING THE SERVICES AND EACH CLARITI SOLUTION, 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 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. (B) THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. 12. LIABILITY LIMITATION (C) 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 TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. (D) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, CLARITI WILL NOT BE LIABLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL OR FOR ANY PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, or PROFITS). (E) THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. 13, GENERAL 13.1 Entire Agreement. This Agreement, which includes: (a) the Quote; (b) any Change Order, as applicable; (c) any SOW, as applicable; and the Clariti Customer Services Terms, as applicable, 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) a SOW; (4) the applicable Clariti Customer Service Terms, and (4) the Quote. 13.2 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 same 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 parties may be lawfully entitled under this Agreement or at law or equity, and the parties will be entit€ed to pursue all of their respective rights and remedies concurrently, consecutively and alternatively. 13.3 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 to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 13.4 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, provide Clariti with Customer's trademark or Logos for use in such promotional materials, lists and directories. 13.5 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. 13.6 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 governed 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 jurisdiction with a reasonable connection to the subject matter of this Agreement. 13.7 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 prevented 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 this 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. 13.8 Notices. Clariti may deliver Quotes, Change 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 courier, 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. 13.9 Currency. All monetary amounts under this Agreement are in the currency of the United States, except where expressly provided otherwise. 13.10 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. 13.11 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. 13.12 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. 14. DEFINITIONS (a) "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. (b) "Clariti Marks" means Clariti, Clariti Cloud USA, Inc., Clariti Cloud Inc., Clariti Launch, Clariti Guide, and related logos and marks of Clariti. (c) "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. (d) "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) has 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 before this Agreement. (e) "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 including, without limitation, any Personal Information. (f) "Customer Systems" means Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), networks and internet connectivity. (g) "Disclosing Party" means the party who discloses or otherwise divulges Confidential Information to the other party. (h) "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 domestic governmental, regulatory, or judicial authority. (i) "Personal Information" means information about an identifiable individual within the meaning of the Personal Information Protection Act (British Columbia). 0) "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. (k) "Services" means, collectively, the SAAS Services including the Implementation Services, and Support Services, as applicable, and any part thereof. IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have duly executed this Agreement. CLARITI CLOUD USA, INC. Authorized Signatory Name Email for Notice: CUSTOMER: CITY OF YORKY, ILLE Authorized Signator� By John UlrCei� Name Mailing Address: City of Yorkville Customer's 651 Prairie Pointe Drive Address Yorkville, I 60560 Email Date Title �1.d,_ Date �a T Titl�o Docusign Envelope ID: 38465506-AE03-44AD-8A49-6AE5EF5BDE56 IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have duly executed this Agreement. CLARITI CLOUD USA, INC. �acu5fgnetl 6y: E j,,,, L �� sf yS[ 10/30/2025 ,6""BRFf©SF477B911441 `0... Authorized Signatory Date BY Claytie Mistry Chief Custemer Officer Name Title claytie. mistry@claritisoftware. cc Email for Notice: CITY OF YORKVILLE, ILLINOIS: M- Customer's Address Authorized Signatory Date Name Title Mailing Address: Email