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CUSTOMER AGREEMENT CUSTOMER AGREEMENT COVER PAGE This Customer Agreement (the "Agreement") is made and entered into as of the date of the last signature below (the "Effective Date") by and between United Way Suncoast ("United Way") and the business entity identified below (the "Company"). United Way and the Company are sometimes hereinafter referred to, individually, as a "Party" and, collectively, as the "Parties." By signing below, the Parties agree to be legally bound by this Agreement, which includes this Cover Page and each of the Schedules attached to and referenced on this Cover Page. United Way Suncoast City of Clearwater Signature: Signature: z� Name: Narne:—e/mck- Title: 15 Title: Chief Strategy and Ooerations Officer Addrels (10'1111t-"41;.IV4 tot CJ(->'A -------------- Address: 5201 West Kennedy Blvd., Suite 600 Tampa, FL 33609 J Email: Email dre-MrAw\4f • Platform: United Way will provide the Company and its Personnel access to the proprietary online employee engagement application commonly known as "Philanthropy Cloud" (the "Platform"), subject to and in accordance with the terms and conditions of this Agreement, including the Terrns and Conditions attached hereto as Schedule 1. • Personnel: Up to 1,800 of the Company's employees and contractors ("Personnel") may access the Platform for use in accordance with the terms and conditions of this Agreement. • Term: This Agreement will commence on the Effective Date and will continue until 08/01/2021, at which time the Agreement will automatically renew for(4) successive one-year periods, unless one Party notifies the other in writing at least sixty days prior to the end of the then-current renewal period that it elects to have the Agreement expire at the end of that period (the initial period and all renewal periods, if any, are referred to herein as the"Term"). • Customer Support: United Way will provide customer support in accordance with the terms and conditions attached hereto as Schedule 2 i (the "Customer Suvoort Policy"). United Way may, with prior written notice to the Company, modify the Customer Support Policy to comport with the then-current customer support available for the Platform. • Fees: The fees due to United Way for use of the Platform as described herein are set forth in the Fee Schedule attached hereto as Schedule 3 (the"Fees"). 0 Showcase Program- The Company will participate in the Showcase Program, as described in Schedule 4 attached hereto. • Directed Donations: The Platform enables Personnel to direct their donations to certain charitable organizations. Although United Way processes these donor-directed contributions, United Way is unable to guarantee how funds directed to a specific organization will be used or ensure measurable results by the recipient. If for any reason a donation cannot be directed to a specific organization -- including, for directed to United Way Worldwide's(*'UWW") general fund for use toward the UWW mission. J CUSTOMER AGREEMENT SCHEDULE 1. TERMS AND CONDITIONS 1. Overview. 1.1. Bacground,, United Way is authorized by Satesforce,org "alF.00"), through a 0 collaboration with TJWW, to resell to non-profit and for-profit business entities subscriptions to access And use the Platform. U111ted Way's ability to provide the Platf6rm to the Company and its Personnel is conditioned upon, SFDQ's acceptance of a serv,ice.order associated with the.,Company's proposed use of the Platforni, (A ".Service Order."). Upon execution of this Agreement, United Way will diligently work With UWW to request that SFDO promptly accepts the. Service Order and provides the Company.and its Per .--,_ ____ _- _11 11­-­_­ ­_-_­­­.:__�, _ ______-. -,_,_ -� - ,-,.,__--�,-.,.__-� _-- � _­�,-.I.__- the _Platf6m this- un,able to engage SFDO to provide, the Company and its Personnel with access to e Agreement will be deemed not] and void and neither Party shall have any.obligation to,the other With respect to. the subject matter of this Agreement; except, however, that United Way will refund to the Company all amounts.pre-paid4o.United Way under this Agreement, if any. 1.2. Features and Funclionathy. 'The Platform is designed to provide the, features and functionality described in the Platform's documentation and its usage guides and policies, as provided to the Company by United Way or SFDO and as may be updated from time to time(the"Documentation"). The Company agrees that its purchases I hereunder are not contin-ent, on the delivery of any 'future functionality or features, nor dependent on any oral or written public comments made by United Way regarding ftiture functionality of features. 2. License and Restrictions. '?.1. .1. License. Subject to the terms and conditions of this ,Agreement (yvbich, for the avoidance of doubt, includes the terms and conditions set forth on the Cover Page and 911 Schedules :attached thereto), United Way hereby grants to the Company, during the Term, a nonexclusive, nontransferable, nonsubliomsable, and,limitedlicense to enable its Perso,nnat to access and use the Platform in accordance With the Documentation. 11, Restrictions. The Company will not and will ensure that none Of its Personnel will: (i) transfer, assign, or sublicense the Platform, or any rights therein except as specifically set.forth herein, to any other person,, Organization. or entity, including through rental, timesharing, subscription, hosting, or outsourcing the Platform; (ii) re-mencrineer, reverse engineer, decompile, or disassemble the Platform or create or recreate,any source code of or composing,the Platform; (Ili) modify, adapt, translatO, or create derivative works based upon the Platform or the content therein; (iv) remove, erase, or tamper with Any copyright.or other proprietary or other notice:printed or stamped on, affixed to, or encoded orrecorded in the Platform or fail to preserve all copyright and either her proprietary and other notices in any copy of the Platforin or media in which it is provided; .(V) conduct its business or engage in conduct that might tarnish, hann, or reflect in any negative manner on the name or reputation of the Platform, United Way, UWW, SFDO, or Salesfo.rce.com (yi) fail to comply with. any applicable law, ordinance, regulation, or code pertaining to.its business and.operations; (vii) use.the Platform for any unauthorized 0 ,purpose or otherwise not in Accordance with the Documentation; Or (viii) attempt any of the foregoing.. The Company will use commercially reasonable efforts to ensure compliance with the terms and, conditions of this. Agreement by: its Personnel and will be fully responsible for any violation of this Agreement by its Personnel. 2.3. Reservation of Rights. United Way and its. licensors reserve all rights not expressly granted to the Company under this Agreernenti and no licenses are granted under this.Agreemnt, whether bv,implicat geaqnitliqqt,Jjm iting i -A the foregoing, United Way and its licensors reserve the right to change the features.of the Platform, provided that I any such changes.will not materially decrease:the overall functionality of the Platform, as compared to the functionality of the Platform during the preceding year: useless United Way, UWW, or SFDO determines that a feature or functionality does not have significant acceptance in the market or that it no longer meets the needs of the market. 2.4. third Peaty Produas trued Services. United Way may utilize: certain third parties. in addition to SFDQ, to provide the features and functionality of the Platform, including Stripe, lnc. to paymentprocessing and FrontStream Holdings, LLC.for donation managernent. United Way.shall be the Company's sole point of contact regarding the Services, including with respect to payment.Additionally, the Platform may provide access to, via a link or otherwise, certain products and services made available by third party licensors (including—by way of example only —geolocation services provided via Google. Maps) and any acquisition or use of such third party products or services may be governed byseparate terms and conditions with which the Company and its Personnel must comply in carder to utilize such third-.pa. roducts and services- p 3. Fees and Payment. .1. Fees. All Fees, if any, shall be paid its US Dollars as set forth on the Cover Page and in this Section 3: The amount of the Fees contemplates that the number of Personnel with access to the Platform will.be limited to the number set forth on the Cover Page and United Way reserves the right to increase:the Fees.if the number of Personnel with access to the Platform increases. Unless otherwise set forth.on the Cover Page, all payrnents are due within thirty days of the date of the applicable invoice, If United Way has not received payment of any Fees not being disputed in good faith by the Company by the applicable due date, then such Fees will accrue interest at the rate of two percent per month, or the maximum rate permitted by applicable law,whichever is lower.from the slate such payment was due until the date paid. The Company is responsible for paying all taxes, levies, duties; or similar governmental assessments of any nature (except those based on United W'ay's income)associated with its access to and use of the Platfonrr. 3.2. Ecrrlt� Terrrainalion. The Fees contemplate the Company's use of the Platform for sloe entirety of the Term. Accordingly, in the .event that this Avnreement terminates prior to the end of the Term for any reason other than all uncured material breach by United Way, the Company shall pay to United Way all outstanding Fees that would have otherwise been due had the Agreement continued until the end.of the Tenn. 4. Proprietary Rights., 4.1. CAmership.. United Way and/or its licensors okvii al l.right,title; and interest:in and to the Platform and the Documentation, including all intellectual property, rights therein and thereto, and all modifications, improvements, and derivatives of any of the foregoing, including any invention or discovery relating to the Platform or Documentation that may be made as a consequence of the Company's or its Personnel's use of the Platform. 4.2. T'rcrdoncrrl-s and Branding. The Platform will enable the Company to make certain custornizations to the Platform's "look and feel," including the ability to modify aspects of the user interface and other user-facing elements to reflect the, Cornpany's branding; color scheme, layout, font style,..and the like. The Platform will also enable the Company to submit certain content to the Platform for inclusion in the content pages of the Platform. Except to the extent.that it is included as a`function or feature of the Platform,.or as otherwise approved in writing by United Way,/wither the Company nor any Personnel may modify the.Platform. 4.3. Feedback: All ideas, cotmnents; suggestions; recommendations, proposed corrections, enhancements, modifications, improvements, or other feedback provided to United Way, UWW,:SFDO, or SEDC by the Company or any Personnel relating to the Platform or any services provided in :connectioni itT7 tliepP7atforiri sl aI as befN ee6'United Way a—d tTiz C&ffi—panny, lie o-wnei ,and the Company hereby assigns to United Way, on behalf of itself and all Personnel; all right and title in 2. and to all of the foregoing. 4.4. Company.D01a. 4.4.1. 5qfqguards. United Way will maintain reasonable physical and technical safeguards intended to protect access to theelectronic data,And information stored in the Platform which was submitted to.or through the Platforul by the. Company or its Personnel stored in the Platforin (the "CorngijnvQat The Company.acknowledges that the use of the Platform may involve the transmission, of the Company Data.ove.r the Internet and over various networks, only part of which may be owned or operated by United. Way and its licensors, and that neither United Way nor its licensors take any responsibility for data that is lost,altered,or intercepted,during transmission across networks. In the event of the accidental or unlawful destruction or accidental loss, alteration, or unauthorized disclosure of or access to the Company. prortipoy_notify the Comp ooperate with the.Company to mitigate ar remediate the consequences. 4.4.2. &cui-iq,Assessment. Upon the request of the Company at the beginaing of the Terni,the Parties willreasonably cooperatetoperform a logical assessment of United Way's information security controls in connection with the Platform (a "Security Assessment"); provided that the Security Assessment shall not disrupt United Way's operations and shall be subject to customary confidentiality obligations. In the event that United Way does not pass the Security: Assessment to the Company'si reasonable satis6etion, United Way and the Company will collaboratively develop a corrective action plan With a goal for United Way to pass such. Security Assessment and United Way shall use commercially reasonable efforts to implement the mutually agreed.upon corrective action plan. 4.4.3. Use of Company Data.,United Way may use the Company Data to provide access ss to the Platform, to irnprove,Ae functionalityperformance of the Platform, and for its own business and per 6rma c and charitable purposes, including tax receipting, campaign reporting, arid feedback- to donors; and tnay disclose the Company Data to its licensors and vendors including UWW, SFDO, and SFDC) only for such purposes, arid as otherwise directed by the, Company or required by taw. Notwithstanding the forego i ng, [United Way and its licensors shall have the right to use and.disclose.the Company Data in an anonymized and aggregated form (i.e., aggregated across multiple companies that use the Platform) For any Purpose, 4.44. Aceess laGonpaq Ddid. TheCompariy may request,during the Tern,; a copy of the Coi n pany Data, in which case United Way will in ak-e,the Company Data available in a csv format or another format then-available. For the avoidance of doubt, neither, United Way nor any of its licensors shall have any Obligation to: retain the Company Data after the expiration oi- termination of this Agreement. S. Warranties. 5.1 United Way Warranties. United.Way represents and warrants that:(i) United Way has the legal power to enter into this Agreement, and doiq.,so will not violate any other agreement to Which United Way is a party; (ii) the Platform will. operate in spbs.tantial accordance withAlie Documentation; (iii) United Way will provide customer support in accordance with the then-current Customer Support Policy; (iv) Uni I ted Way will work with. UWW and SFDO to ensure that the Platform (a) includes functionality needed for compliance with applicable law in the United States, including.jaws governing tax. receiptingof charitable donations and donor notification regarding privacy terms and conditions of use and (b) will be operated in compliance with adopted policies: and (v) United Way will maintain reasonable physical and technical safegudrds intended tel protect all of the Company Data stored in the Platform. 5.2. Compoky Warranties. Tile Company represents and warrants that: (i) the Company., has ._.w.._. _ .__ lie legal pci�ver fo"en e iiita this""1�reeinnt;olid 3airi sir will riot vroTrife any otTlei:ani erneff trimmwmfiich the Company is aparty-,, (ii) the Company has the right and authority and has obtained all necessary consents required ired to:use the Company Data in connection with the Platfbh-n;:and (iii) the Company will comply with all.applicable laws.and regulations in connection with its performan,ce of this Agreement. 6. Inderfinity. 6.1. Compairy_M&mnity..Clahns. United Way shall indemnify. defend, and.hold harmless the Company from and, against all clairm, damaoes,:and related experise5 .(including reasonable attorneys' fees) incurred by the.Company in connection with a third parry claim: (i) alleging that the Platform 1-ty in-fringes valid patent, copyright;or trademark of any third party- (i i) f6r personal injury ury or death arising 0 1 9 out of United Way's gross negligeme or willful misconduct; or(iii) arising out.of any alleged breach by United Way of any representation, covenant, warrant), or obligation of this Agreement. Notwithstanding the foregoing, United Way shall have no obligation to the Company to the extent any claim is caused by: use software. hardware,,.or equip-m6rit-Inlot .authorized in:the Documentation or provided by United Way for use:in connection with the Platform,, where the Platform, otherwise:would not itself be infringing: or (b use of the Platform other than in the current unaltered 'version or release. In the event of an infringenient or misappropriation claim related to ,the Platform, or if United Way and/or its,ticensors reasonably believe that.a claim is I ike ly to be made, United Way and/or its licensors may, at their option and in lieu of indemnification, at no cost to the Company: (x) modify the Platform; (y) replacethe Pldfform;- or (z) obtain for the Company the right to use the Platform. If United Way and/or its licensors reasonably determine that none of the foregoing actions is .commercially reasonable or obtainable within reasonable period of time, then:United Way may elect to terminate this Agreement with no further obligation to the Company. This Section 6.1 sets forth the exclusive, remedy And entire liability and obligation of United Way with respect to infi-ingement or misappropriation of a third party's,intellectual property rights. 6.2. United Wqj,lndenjWtv Claims. The Company shall indemnify;and hold harmless United Way and its licensors(inc I luding.UWW, SFDO, and SfDC) from and against all claims, damages, and related expenses (reasonable attorneys' fees) incurred by them but only to the extent caused by the.sole negligence of Customer. Nothing contained herein is intended to serve: as a waiver by the City ity of Clearwater of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section6 78.28,Florida.Statutes,or be construed as consent by the C I ity to be sued by third parties. 63. Procedurev. A I I indeinn i fication obi i-ations under this Agreernerit shall be subject to the following. requirements (provided that the failure to follow such requirements shall deprive the .indemnified party of its right to indemnification only to the extent that.such, failure materially prejudices ,the indemnifying party). (i) the indemnified part), shall provide the indemnifying party with prompt ,written notice of.any claim; (ii) he indernnified party shall permit.the indemnifying party to assume and 'control the defense of any action', and (iii) the indemnified party shall. not enter-into any settlement or compromise: of any claipi, withoutthe indemnifying party's prior written consent.. In addition, the indemnified partymay, at its own expense, participate in its defense of any claim. 7. Limitations of Liability and Disclaimers., 7.1. Linfilahons of Liabihi y. IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO THE OTHER, PARTY OR ANY THIRD PARTY FOR. INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS, LOSS Or GOODWILL, BUSINESS INTERRUPTION, LOST OR DAMAGED AGED DATA OR SOFTWARELOSS S OF USE OF THE PLATFORM OR ANY RELATED MATERIALS, LOSS OF PRIVACY, DOWNTIME OR COSTS OF SUBSTITUTE SOFTWARE, HARDWARE, SERVICES, OR OTHER DELIVERABLES) ARISING UNDER THIS AGREEMENT. FGR.R. THE AVOIDANCE OF DOUBT, THE PRECEDING SENTENCE DOES NOT NULLIFY. LIMIT, OR. REDUCE EITHER .PARTYS THE CONTRARY IN THIS AGREEMENT, EXCEPT WITH RESPECT TO THE 4 INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, UNDER NO.C.IRC.UMSTANCES WILL THE TOTAL LIABILITY OF UNITED WAY BASED UPON OR ARISING FROM. THIS AGREEMENT; THE. PLATFORM, OR ANY OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE FEES ACTUALLY RECEIVED BY UNITED WAY IN.THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. WITHOUT .LIMITING THE. FQREGOING, NEITHER: SFDO NOR. SFDC SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY BASED UPON OR ARISING FROM THIS AGREEMENT. 7.2. Disclaimers. EXCEPT AS EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT,THE PLATFORM AND ANY SERVICES OR MATERIALS PROVIDED BY UNITED WAY ARE PROVIDED "AS IS",AND "WITH. ALL FAULTS," AND UNITED WAY MAKES NO OTHER RE PRE,SENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING;`COURSE OF PERFORMANCE. USAGE`OF TRADE,OR OTHERWISE; INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INTERFERENCE, NON INFRINGEMENT, ACCURACY, MERCHANTABILITY, QUALITY, SYSTEMS INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY AND EXPLICITLY SET FORTH. IN THIS AGREEMENT, ANY MATERIALS OR INFORMATION PROVIDED BY UNITED WAY UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY,AND EFFORT IS WITH THE COMPANY AND ITS PERSONNEL. 8. Term and Termination. 8.1. Terni. The Term of this Agreement is set forth can the Cover Page.Notwithstanding the foregoing, either Party may terminate this Agreement if the other Party: (i) is in material breach of any provision of this Agreement, provided, however, that, in the event that such breach is capable of being cured, the other Party may cure such breach within.thirty days after receiving written notice thereof; or (ii) terminates its business activities or becomes insolvent, admits in w iting to the inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to control of a trustee, receiver, or similar authority=. 812. Suspension of,Rights. United Way, U`)&1W, SFDQ, or SFDC:may suspend access to and use of the.Platform., in whole or in part, by the:Company or'any of its Personnel if any of them reasonably believes that the Company or any of its Personnel is in material breach of any provision of this Agreement. 8.3. Tral7sitioa7 Planning. In the event that United Way ceases operations in connection with the Platform, neither UWW, SEDC, nor SFDO is under any obligation to. provide the Platform to the Company or assume any relationship with the Company. Without limiting.the,foregoing. United Way=will reasonably cooperate with the Company to conduct an orderly process of transition to a new service provider(subject to SFDO's authorization, in its sole-discretion) to manage and support the Platform fear the.Company, including by assisting the Company with transferring any licenses to a different authorized licensor and maintaining the Company's access to and right to use the Platform. 8.4. Effecr of Tern ination. Upon any expiration or termination of this Agreement for any reason: (i) the Company's rialit to use the Platform shall cease; and United Way shall have no further obligation to make the Platform available to the Company or its Personnel; and (ii) all rights and licenses granted under this Agreement will immediately cease..All provisions of this Agreement that by their nature should survive any expiration or termination of this Agreement shall so survive and continue to bind the Parties. 9. Miscellaneous. ntitTccerjriests;ccanserits;ane{titliei coiiii iii acatrtans l Ji ie iiireel cir .m__ _.__._..�.___ s, re permitted hereunder shall be in writing, and shall be delivered by registered U.S. mail, postage.prepaid or sent by facsimile or electronic mail,, at the addresses set forth on the Cover. Page. Notice of change of address shall be given in the same manner as other communications. 9.2. Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. Any dispute, claire, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or�applicability of this agreement to arbitrate, shall be determined by arbitration. The arbitration shall be administered by. .TAMS pursuant to its Corrrpmhensive Arbitration Rules and.Procedures. Judgment on the Award may be entered in any court having jurisdiction. This Section shall not preclude either Party from seeking provisional remedies in aid of arbitration from acourt of appropriate jurisdiction, 93 Relalionship c 'crrWes. The Parties are each independent,contractors. T..he Parties do riot intend to.form a partnership or joint venture as. a result of this. Agreement.. Neither Party shall be, nor represent itself to be,the agent of the other Party,for any purpose whatever, except as explicitly stated by this Agreement, and neither Party.shall be, nor represent itself to be franchiser, partner; broker, employee, servant,or legal representative of the tither Parry for-any purpose whatsoever. 9.4. Force Majeure. Each Party will be excused from performance under this Agreement for any period during which it is prevented from perform ing.any obtigation,.in whole or in part, as a result of causes beyond its reasonable control, including acts of God, acts of war, communications linefailures, carrier failures,,network provider failures,power failures,governmental acts,fire, flood,oil epidemics.. 9.5. Assig nmmnl;- Binding ffcat. The Company may not sublicense, assign, or transfer this Agreement, or Any rights and obligations under this Agreement, in whole or` in pant, without United Fay's prior written. consent. Any attempted assignment in violation of this Section shall be void. Notwithstanding the foregoing; either Party, may, upon written notice to the other Party, assign this Agreement in its entirety to: (i}ori affiliate of such Pavy; (ii} puicl�aser of all or substantiall}'all of such Party's assets or to a successor-in-interest of such Party by merger or corporate:reorganization;.or,{iii} ill the case of United Way,. to UWW. The Agreement.will be binding on and inure to the. benefit of the Parties respective permitted successors and permitted assigns. 9.6. 1, div,er,-&ver°abilrty. Failure of either Party to enforce a right under this.Agreement shall riot act as a waiver of that tight or the ability to later assert that right relative to the particular claim involved, nor shall any course of conduct between United Way and the Company or any other party be deemed to modify any provision of this Agreement, if any provision o€'this Agrec.inent shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not set conformable, so as not to affect the validity or enforceability of this Agreement. 9.7: Entire Agr~eenteial; Readings. This Agreement, including the Cover Page, these Terris and Conditions, and all other Schedules attached to the Cover Page. constitutes the entire agreement of the Parties regarding the Platform, superseding all other prier or contemporaneous agreements between them, whether oral or written. All headings contained in this Agreement are inserted for identification and convenience and will not be deemed pati of this Agreement for purposes of interpretation. All remedies set forth in this Agreement are cumulative. 9.18. founloparis. This Agreement may be eXect t,cd in counterparts,,each of which shall be deemed an original, but all of which together` shall. be deemed to be one and the same agreement: A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be.deeined to have the sante legal effect as delivery of an original signed copy ofthis, Agreement. 6 ii CUSTOMER AGREEMENT SCHEDULE CUSTOMER SUPPORT POLICY Last Update& 01108120 United Way Suncoast has nearly 100 years helping individuals and companies of all sizes. develop and implement programs to.achieve their philanth,ropic and social responsibility goals.. As Salesforce Philanthropy Cloud (SPC) partners, our goal is to put our years of project and 'carnpaigh management experience to work-for-you and-your-associates to build and execute a campaign plan that compliments your brand, and realizes your corporate social responsibility (CSR) objectives,. ,But it's more than the depth of our experience that.sets us apart. United Way's knowledge of local issues and our power to collaborate and convene a,diverse network of people and partners in the fight against poverty makes us an ideal partner. When you run an Employee Giving Campaign or Volunteer Opportunities on SPC with United Way Suncoast, you can expect: 1. Onboa,rding session and personalized Company plan, including -a Strategy session to determine campaign and content goals SPC content plan, including 0: Company feature stories,written,by United Way annually • Suggested Company impact fu n d s • Non-United Way campaign fu n d raisers featured annually o r set.up of a volunteer op po rt.0 ri ity for company employers c) Email strategy designed to maximize user engagement 2. Branded SPC site and customer support, including • Company logo, colors and content preferences within the available functionality • Monthly reporting detailing user engagement • Account manager to help make yoursite a.success • Admin training 7 CUSTOMER AGREEMENT SCHEDULE FEESCHEDULE For the services on schedule 2 below are the outlined license cost License Fee for Salesforce Philanthropy Cloud would be.no charge.for one year from.clate of si,gning.. Based on 0 u r conversations—.City of Clearwater wo.0 Id start with 1,800 employees) Tot.a I charges for designation fees,(designations are any p led Ses.to Non-United Way 8 u n coast p,rogruns/initiatives) are 8 low 5%with asap of$2,50. Customer Agreement Much.lik,eany system you, bring into your workplace environment, we require a signed Customer Agreement before a, campaign can be started in SPC. 8 CUSTOMER AGREEMENT SCHEDULE SHOWCASE PROGRAM SCHEDULE In further consideration.of the rights granted:to the Company hereunder, the Company will participate in TPATW's.Showcase Program, which is designed to promote he Platform by showcasing the:successes of the companies that adopt it. The Showcase Program Will. highlight, among.other:things, the Company's thought leadership And business innovation in its.use and deployment of the Platform. By participating:n in the Showcase Program,the Company will, at UWW's request,provide the following- a) References. The Company will serve as a.public reference for United... Way, UWW, and the Platf6rinand will participate in a reasonable number of referencecalls with prospectiveusers of I Platform. b) Press Releases. On a mutually agreed upon date, the Company Will issue one or more press releases,either jointly with.UWW or United Way or alone, to:publicize the Company's use.,ofthe Platform. UWW and the.Company will cooperate in good faith to prepare such press releases and the content and substance of each such press release will be.determined ined by mutual consent.of each of UWW and the Company. c) Press Briefings. Upon request.by UWW, the Company will participate in a select number press briefings, and/or interviews, as mutually agreed upon byand the.Company, that Shaft be defined in scope.and context ahead of`time and limite4:lotopics,related to the..Company's usage Of the Platform. d) Case Studies. Upon request by UWW, the Company will participate 'in case studies regarding A topic selected by mutual consent. For example, a case study might explain the nature of the problems faced by the Company-prior to,implementing the Platform and the resulting.benefits of doing so. Each cast study may include a short, recorded testimonial video and/or interactive webinar by a.member of the Company's senior management describing the relationship with United Way and UWW, and the resolved problems and benefits achieved fi-orn using the Platf6rm. E e I vends and Cotiferences. Upon by UWW, Company will participate in discussions to .be held. at third party events and conferences. and/or United. Way: oi- UWW conferences. The topics of these discussions wil I. be.selected by mutual consent, but:will include topics si in i tal- to those,out]fined above. f) Logos and Neam. 'United Way and UWW may display, publish, and use the Company's name and, loop on its and their websites. and, i a oth er materials.promotingthe, Platform, provided that each such use is done in accordance with the Company's trademark guidelines,. as provided by the Company. For the avoidance Of doubt, except is expressly authorized in this Agreement,any use by the Company, United Way, or UWW of any trademarks or other proprietary materials of SFDO or SFDC, including in connection with the activities contemplated aboYe,in this Schedule 4, requires die prior written consent of SFDO or S F DC,as applicable. 3 i C S l OMER ALYREE1► E T COVER PAGE This Customer Agreement (the "Agreement") is made and entered into as of the date of the last signature below (the "Effective Date") by.and between United 'Way Suncoast ("United Waand the business entity identified below (the "Company"). United Way and tile e Company are sometimes hereinafter referred to, individually, as a "Party„ and, collectively; as the "Parties:" By signing below, the Patties agree to be legally bound by this Agreement, which .includes this Cover Page and each of the Schedules attached to and referenced on this Cover Page. United Way Suncoast City of Clearwater Signature: Signature: Name: Naane. Title: Chief.Strategy and Operations Officer Title: Address: Address. 5201 West Kennedy Blvd.; Suite 600 Tampa, FL 33609 Email: Entail + Platform: United Way will provide the Company and its Personnel access to the proprietary online employee engagement application. commonly known as `'Philanthropy Cloud" (the "Platform"), subject to and in accordance with they. temps and conditions of this Agreement, including the Terms and Conditions:attached hereto as Schedule 1. Personnel: Up to IiLO t of the Company's employees and contractors ("Personnel'') may access the Platform for use in accordance with the terms and conditions of this Agreement. • Term. This Agreement will commence on the Effective Date and will continue until 08/01/2011 at which time the Agreement will automatically renew for successive one-year periods; unless one Patty notifies the other in:writing at least sixty days prier to the end of the then-current renewal period that it elects to leave the Agi emcnt.expire at the end of that period (the initial period and all renewal periods, if any,.are referred to herein`as the"Terra"). Customer Supports United Way will provide customer support: in accordancewith the temps and conditions attached hereto as Schedule 2 (the "Customer Sup vet Palm"}. United Way may, with prior written notice to the Company, modify the Customer Support Policy to comport with the then-ern-rent customer support available for the Platform. e Fees: The fees due to United Way for use of the Platform as described herein are sect Bartle in the Fee Schedule attached hereto as Schedule.3(the"Fees"). ■ Showcase Program.,The Company will participate in the Showcase Program, as described in Schedule 4 attached hereto. Directed Donations: The Platform enables Personnel to direct their donations to certain charitable organizations. Although United Way processes these donor-directed contributions, United Way is unable to guarantee:how funds directed to a specific organization will be used or.ensure measurable results by the recipient. If for any reason a donation cannot be directed to a specific organization _ including., for _._._..w._. .__.�..:exatnple;�it=-thc-iatceat=t{uci-address--ar-other-cargai�tzatio�a-int'ca�= #trap-is-�ut��nittedd..--than-dc�natic���will-l�c�--.-_ .._.�.._..�.___ directed to United Way Worldwide's CUWW") general fiend for use toward the UWW mission. CUSTOMER AGREEMENT SCHEDULE I. TERMS AND CONDITIONS 1., Overview. 1.1.. B aek •c wid. United Way is authorized by Salesforce.org ("SrDO"), through a collaboration.with UWW, to resell to non-profit and far-profit business entities subscriptions to access and use the Platform. United Way's ability to.provide the Platform to the Company and its Personnel is conditioned upon SFDO's acceptance of a service order associated with. the Company's..proposed use of the Platform (a `'Service Order'), Upon execution of this Agreement, United Wa}r will diligently work with UWW to request that SFDO promptly accepts the, Service Order and provides the Company and its. Personnel with access to the Platform. 1f, however, SFDO rejects the Service Ordel' and United Way is, unable to engage SFDO to provide the Company and its`Personnel with access to the Platform, this Agreement will be deemed null and void and neither Party shall have any obligation to the other with respect to the subject matter of this Agreement, except, however, that United Way will refund to the C.ompa.ny all amounts pre-paid to United Way under this Age°cement, if any. 1.2. Feahwes and -hinrtlonality. The Platform is deesigned to provide the features and functionality described in the Platform's documentation and its usage guides and policies, As provided to the Company by United Way or SFDO and as may be updated from time to time(the "Documentation"). The Company agrees that its purchases hereunder are not contingent on the delivery of any future functionality or features, nor dependent on any rural, or written public cornments made by United. Way, regarding future functionality or features. 2. License and Restrictions. 2.1. License. Subject to the terms.and conditions of this Agreement.(Which, far the avoidance of doubt, includes the terms. and conditions set forth: on the Cover Page and all Schedules attached thereto), United Way hereby grants to the:Company, during the Term, a nonexclusive, nontransferabte r►onsublicensable,and Iunited Iicense to enable its Personnel to access and use the Platform in accordance with the Documentation. 22. Resh-ictions. The Company will not and will ensure that none of its Personnel will: (i) transfer, assign, or sublicense the Platform, or any rights therein, except as specifically set forth herein, to any other person, organization, or entity, includiilp, through rental, timesharing,. subscription, ]lasting,.or outsourcing the.Platform; (ii) re-engineer; reverse engineer, decompile, or disassemble the Platform or create or recreate:any source cads of or composing the Platforni; (iii) modify, adapt, translate, or create derivative works based upon the Platform or the content therein; (iv) remove, erase, or tamper with any copyright or other proprietary or other notice printed or stamped on, affixed to, or encoded or recorded in the Platform or fail to preserve all copyright and other proprietary and other notices in any copy od'the Platforrn or media in which it is provided; (v) conduct its business or engage in conduct that might tarnish, harm, or reflect in any negative manner on the name.or reputation of the Platfarnn, United Way, UWW, SFDO, or Salesforce.corn ("SEDC"); (v=i) fail to comply with any applicable law, ordinance, regulation, or code pertaining to its business and operations; (vii) use the Platform for any unauthorized purpose or otherwise not in accordance with the Docurnentation; or (viii) attempt any of the foregoing, The Company will use commercially reasonable efforts to ensure compliance with the terms and conditions. of this Agreement by its Personnel and will be fully responsible for.any violation of this Agreement by its Personnel. 2.3. Reservation of Rights. United Way and its licensors reserve all rights not expressly granted to the Company under this Agreement,and no licenses are;ranted under this Agreement, whether Y.srnpticatia�7gsropl?e1 or otherwisezaexce t as ea ressi} set forth in this MrLeat. Witho t 1s�ntting_ the foregoing, United Way And its licensors reserve the right to change the features of the Platform, Provided that any such: changes will not materially decrease the overall -functionality of the Platform, as 1 compared to the functionality of the Platform during the preceding year unless United Way, UW W, or SFIDO determines that a feature or functionality does not have.si galficant,acceptance in the market.or that it no longer meets the needs of the market. 2.4. Third Pariy Products, and &rvices. United Way may utilize certain third parties, in addition to SFDQ, to provide the features and functionality of the Platform, including Stripe, Inc. for payment processing and FrontStream Holdings, LLC. for donation management. United Way shall be the Comany's sole.point of contact,regarding the Services. including a with.respect to payment AdditionallAdditionally11 p P I I the Platform may provide access to, via a link-or otherwise, certain products and services made,available by third y licensors (iticiudin,, part by way of exam p le only-gcol ocation services provided via Google , Maps) and any acquisition or use of such third party products or servic I es may be governed by separate terms and conditions with which the Company and its Personnel comply in order to utilize such third party products an&services. 3. fees and Payment., 3.1. Fees. All Fees, if any, shall be paid in US, Dollars as set forth on the Cover Page and in this Section 3. The amount of the Fees contemplates that tl I ie. number of Personnel with access to the Platform will be limited to the number set forth on the Cover Page and United Way reserves the right to increase the Fees if the number of Personnel with access to the Platform increases. Unless otherwise set forth on the Cover Page, all payments are due within thirty days or the date of the applicable invoice. If United Way has not received payment of any Fees not beingdis uted in faith b the Company by P y the applicable due date,, then such fees will accrue interest at the rate of two percent per month, or the maximum rate permitted by applicable law,whichever is lower, Fromthedate.such payment was due until the datep s aid. The- Company is responsible for paying,all taxes, levies, duties, or similar governmental assessments of any natUre.(except those based,on United Way's income,).associated with.its access to and use of the.Platform. .3.2. Early Terininaliqn, The Fees contemplate the, Company's use of the Platform for the entirety of the Term. Accordingly,,in theevent that.this,Agreement terminates prior to the end of the Term for any reason other than an uncured material breach by. United Way, the Company shall pay to United Way all outstanding Fees that would.have otherwise been due had the Agreement continued until the end of the Term. 4. Proprietar y Rights. 4.1. 64wers.hip. United Way and/or its licensors own all eight, title,:and interest in and to the Platform and the Documentation, including all intellectual property :rights, therein and thereto, and all modifications, improvements, and derivatives of any of the f6regoihg,, including any invention or discovery relating to the Platfonn or Documentation that may be made as a, consequence of the Company's or its Personnel's use of the Platform, 4.12, Trac&marks and Brai7din& The, Platform Will enable the Company to make certain .customizations to the PlatfonWs."look and feel," including the ability to ni,iadifyaspects of the user interffice and other user-facing elements to reflect the Cornpany's branding, color scheme, la},Out; font style, and the, like. The Platform will also enable the Company to submit certain,content to the Platforni for inclusion in the writent pages of the Platform. Except to the.extent that it is included as a function or feature.of the Platform,.oras otherwise approved in writing by United.Way, neither the Company nor any Personnel may modify the Platform 4.3- Feedback. Ali ideas comr.rients, suggestions, recommendations, proposed corrections e I nharictments, modifications, improvements, or other feedback provided to United Way, UWW, SFDo,, or SFDC by the Company or any Personnel relating to the Platform or any services provided in Waya n �Wiffi-fliiiTFRT6ffif-�NdN�as b-CtiK(-&e-n--'l�ntt&d ay'- n t n�y, a EFC&iTod and the Company hereby assigns to United Way, on behalf of itself and all Personnel, all tight and title in i and to all of the foregoing. 4.4. C'trrrapany Dala. 4A.1. =5afegvards. United Way will. maintain reasonable physical and technical safeguards intended to protect access to the electronic data and information stared in the Platform which was submitted to or through:the Platform by the. Company or its Personnel stored in tlae Platform (the `Company Data"). Tile Company acknowledges Haat the use of the.Platform may involve the transmission of the Company Data over the Internet and over various networks, only part.of which may be owned or operated by United Way and its licensors, arid that neither United Way nor its. licensors take any responsibility for data that is lost, altered,or intercepted during transmission across networks. In the event of theaccidental or unlawful. destruction or accidental loss, alteration, or unauthorized disclosure of or access to the.Company Data,.United Way will proniptly..notify the Company and reasonably. cooperate with the Company to mitigate or remediate'tbe consequences. 4.4.2. &.eurity. Assessrrmem. Upon the request of the Company at the beginning of the Term; the Parties will reasonably cooperate to perform:a logical assessment.of United Way's information security controls in connection.with the Platfoi•in (a "Security Assessment„); provided that the Security Assessment shall not disrupt United Way's operations and shall be subject to customary confidentiality obligations. In the event that United Way does not pass the Security Assessment to the Company's reasonable satisfaction, United Way anti the Company will collaboratively develop a corrective action plan with a goal for United Way to pass such Security Assessment and United Way shall. use commercially reasonable efforts to implement the mutually agreed upon corrective action plan. 4.4. . Use of ComponY.Data..United Way may use.the Company Data to provide access to the Platform, to improve the functionality and performance of the Platform,, anti for its awn business and charitable purposes, including tax receipting, campaign reporting; and feedback to donors; anti may disclose the Company Data to its. licensors and vendors (including UWW. SFDQ,.and SFDC) only for such purposes and as otherwise directed by the Company or required by lase. Notwithstanding the foregoing, United Way and its licensors shall [lave the right to use.and disclose the Company Data in art anonymized and aggregated form (i:e., aggregated across. ratsltiple companies that use the Platform) for any purpose. 4.14. Access to Carr emy,Droller. The Company may request,during the Term, a copy of the Company Data, in which,case United Way will make the Company Data available in arosy format or another fbiltnat then-available: For the avoidance of doubt. neither United Way nor any of its licensors shall have any obligation. to retain the Company Data after the expiration ar termination of this Agreement. a. Warranties. 5.1. Unlet�Vay lllpr-i'tinties. United Way represents and warrants that: (i) United Way has the legal power to enter into this Agreernent, and doing so will not violate any other agreement to which United Way is a party; (ii) the Platform will: operate in substantial accordance with the Documentation, (iii) United Way will provide customer support in accordance with the then-current Customer Support Policy; (iv) United Way will work with. UWW and IS DO to ensure that the Platform (a) includes functionality needed for compliance with applicable:law in the United States, including lases governing tax receipting of charitable donations and.donor notification regarding privacy terms and conditions of use and (b) will be operated in compliance with adopted policies, and (v) United Way will maintain reasonable physical and technical safeguards intended to protect all of the Company Data stored in the Platform: 5.2. Company Warranties. The Company represents and warrants that. (i) the Company has. the 7c al pnwei lei enter iota this r� reeinentman dciing`s mill riot i rolatie:any bili r a i=eernent to which the Company is a party; (i i) the Company ]las the right and authority,and has obtained all necessary 3 consents required to use the Company Data in connection with the Platform; and (Iii) the Company will comply with all applicable laws and.regulations in connection, with its.performance of this Agreement. 6. Indemnity. 6.1. C6,mpa?qy Inelemnity Clahns. United Way shall indemnify,.defem:], and hold harmless the Company from and.against.all claims, damages,. and, related expenses (including reasonable attorneys' fees) incurred by the, Company in connection Nvith, a third party claim: (i) alleging:that the: Platform intrinaes a valid patent, Copyright, or trademark of any third party; (ii)for personal injury or death arising C, out of United Way's gross negligence or willful misconduct; or (iii) arising out,pf any alleged breach by ,United Way of any representation,.covenant, warranty, or obligation of this Agreement.Notwithstanding the foregoing United Way shall have no obligation to:the Company to the extent any claim is caused by (a)the, coin,bi,nat.ion,, .op.crat.ion3,.Or. use.of t4e..Platf6rm witli..other.soffivare; hardware,.orequipment.mPt authorized in the Documentation or provided by United Way for use in connection. with the Platform, i0ere the. Platform otherwise would not itself be:illfringing, or (b) use of the Platform other than in the current unaltered version or release. In the event of an infrin Gernent or misappropriation claim related.to :the, Platform, or if United Way and/or its licensors reasonably believe that,a claim is likely to.be made, United Way and/or its licens I ors tray, at their option and in lieu of indejunification,, at no cost to the Company: (.x) modify the Platform; (y replacc the Platforrn- or (7) obtain for the Company the right to use the, Platform. If United Way and/or its. licensors reasonably determine that, none,of the foregoing g actions is commercially reasonable or obtainable within A.reasonable period �of time, then United I Way may elect to terminate this Agreement with no further obligation to the Company. This Section 6.1 sets forth,the exclusive.remedy and entire liability and obligation of United Way with re,speetto infringement or misappropriation of a third party's intellectual property rights. 6.2. UWIecl Way IndRinnily baims. The Company shall indemnify-, and hold harmless United Way and its licensors (including UWW, SFDO, and SEDC) from and against all claims, damages and .related expenses (reasonable attorneys' Res) incurred by them but only to the extent caused by the sole negligence of Customer- Nothing contained herein is, intended to serve as awaiver by the City of Clearwater of its sovereign immunity, to extend the liability of the City I beyond the limits. set forth in Section 768.28, Florida Statutes,,or be construed as consent by the City to be,sued by third partics. 6-3. Proieedzire.v. All indemnification obligations tinder this Agreement skull be subject to the C V following requirements (provided that. the -failure to follow such requirements shall deprive the ..indemnified party of its,right to indemnification only to the extent that such failure materially prejudices .the indemnifying party): (i) the iDdeninified party shall. provide the indemnifying party with prorript written notice of any claim; (ii) the indemnified paety shall permit the indern n i fying party to assume ume and control the defense of any, action; and (iii) theinderanified party shall not enter into, any settlement ement or compromise. of any claim without the indemnifying party's prior written itten consent. In addition, the indemnified party may, at its om experise,,participate in its defense of any cWin 7. Limitations of Liability and Dinlalmers. 7.1. Lhnilali6vs qfLiabffiry-IN NO EVENT SHALL EITHER PARTY OR:ITS LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY T141RD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABUE OR. U I NFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST T 0 1 R DAMAGED DATA OR SOFTWARE, LOSS OF USE OF THE PLATFORM OR ANY RELATED MATERIALS, LOSS OF PRIVACY, DOWNTIME OR COSTS OF SUBSTITUTE SOFTWARE, HARDWARE, SERVICES, OR OTHER DELIVERABLES) ARISING UNDER, THIS AGREEMENT. FOR THE AVOIDANCE. OF DOUBT, THE PRECEDING SENTENCE DOES NOT NULLIFY, LIMIT, OR REDUCE- EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.N OTWITHSTAN DING ANYTH ING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT WITH RESPECT TO THE 4 INDEMNIFICATION OBLIGATIONS UNDER SECTION f; UNDER NO CIRCUMSTANCES WILL, THE TOTAL LIABILITY OF UNITED WAS` BASED UPON OR ARISING FROM THIS AGREEMENT, THE PLATFORM, OR. ANY OTHER.MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE FEES ACTUALLY RECEIVED BY UNITED WAY IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. WITHOUT LIMITING THE FOREGOING, NI ITIIE;R SFDO NOR SFDC SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY BASED UPON OR ARISING FROM THIS AGREEMENT. 7.2. Diselairrea;s.. EXCEPT A.S EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT,THE PLATFORM AND ANY SERVICES OR MATERIALS PROVIDED BY UNITED WAY .ARE PROVIDED ``AS IS".AID "WITH ALL FAULTS," AND UNITED WAY MAKES NO. OTltER REPRESENTATION'S OR WARRANTIES, EXPRESS-OR IMPLIED, 'WRITTEN OR ORAL, ARISING FRONT COURSE OF DEALING. COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE,, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INTERFERENCE, NON- INFRINGEMENT,. ACCURACY, MERCHANTABILITY, QUALITY, SYSTEMS INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT, ANY MATERIALS OR. INFORMATION PROVIDED BY UNITED WAY UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE: ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE COMPANY AND ITS PERSONNEL. S. Term and Termination: 8.1. Term. The Term of this Agreement is set forth on the Cover Page. Notwithstandinb the foregoing, either Party may terminate this Agreement if the other Party: (i) is. in material breach of any provision of this Agreement. provided, however, that, in the event.that such breach is capable of Tieing cured, the ether Party, may cure.such breach within thirty days after receiving written notice thereof, or (ii) terminates its lousiness'activities or becomes insolvent, admits in writing to the inability to pay its debts.as.they mature, makes an assignment for the benefk of creditors, or becomes subject to.control of a trustee,receiver; or similar authority. 8.2. Suspension ofRights. United Way, UWW, SFDO, or SFOC may suspend access to and use of the Platform, in whole or In part, by the Companyor any of its Personnel if any of them reasonably believes that the Company or any of its Personnel is in material breach of any provision of this Agreement. 8.3. Transition Planning. In the event that United Way ceases operations in connection with the Platform, neither UWW, SF,DC, nor SFDO is. under any obligation to provide the Platform to the Company or assume any relationship with the Company. Without lialitind the foregoing; United Way will reasonably cooperate with the Company to conduct an orderly Process of transition to a new service provider(subject to SF'DO's.authorization. in its sole.discretion) to manage and support the Platform for the Company, including by assisting.the.Company with transferring any licenses to a:different authorized licensor and maintaining the Company's access to and right to use the Platform. 8.4: #ec°t off_Termination, Upon any expiration or termination of this Agreement for any reason: (i) the Company's.right to use the Platform shall cease, and United Way shalt have no further obligation to make the Platform available to the Company or its Personnel; and (ii) all rights and licenses granted under this Agreement wilt immediately cease. All provisions of this Agreement that by their nature should survive any expiration or termination of this Agreement shall so survive and continue to bind the.Parties. 9. Miscellaneous. 1Natiees. 'rur ii6.flces,re uestsk c «sentsa and o icer cammunicatf6n �i are requii-eti 01 -_._._._._..�...__ permitted hereunder shall be in.writing, and shall be delivered by registered U.S. mail, postage prepaid or sent by fAcsirnile or electronic mail, at the addresses set forth on the Cover Page. Notice of change of address shall be given in the same manner as other communications. 9:2. Governing Lain. This Agreement shall be, governed,, construed and enforced in accordance with the,laws of the StateofFlorida, without, regard to its conflict of laws provisions. Any dispute, claim, of controversy arising out or or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, imiuding thedeterniination of the scope or applicability of this aareement to arbitrate, shall.be determined by arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be: entered in any court having jurisdiction. This Section shall not preclude eithei, Party from seeking prov i4ional,remedies in aid of arbitration from a court of appropriate jurisdiction.. 9.3, , Relalion.Fhip of Parlies. -The Parties-are eaofi..indep rident..contractors. The Parti s..do not intend to, form a.partnership or joint venture as,a result of this Agreement. Neither Party shall )a1l be, nor represent itself to be, the,agent of the other Party for any purpose whatever, except as explicitly stated by Z� w, I this Agreement, and neither Party shall be, nor represent itself to be franchi8cr partner,broker, employee, servant, or legal representative of the other Party for any purpose whatsoever. 9.4. Fo)-ce Mqjeure. Each Party Will be excused from pefforibance under this A-reement for any period during which it is prevented from performing any obligation, whole or in part as a.resultofperforming I causes:beyond its reasonable control; including; acts of God; acts of win-, communications line failurm carrier failures,,network provider ffiltires, power failures, governmental acts,fire,flood, or epidemics. 9.5. Assignment.- Binding, Effect. The Company may not sUbliceiise, assign, or transfer this Agreement, or- any rights and obligations under this Agreement, in whole. or in part, without United Way's prior written consent Any attempted assignment in violation of this Section, shall be void. Nomithstanding the foregoing either Patty. rnay, upon written notice to the other Party, assign this Agreement in its,entirety to:(i)an affiliate of such Party- (ii) a purchaser of all.or substantially all of such Party's assets or to a sti,ccessor-in interest of such Party by merger or corporate reorganization, or (iii) in the case of United Way; to UWW. The Agreement will be binding cin and inure to the benefit of the Parties respective permitted successors,and pennitted assigns. 9.6. Waiver; Severability. Failure of either Party to enforce a right under this Agreement shall not act as a waiver Of that right or the ability to later assert that right relative to the particular claiin involved, nor shall any course,of conduct between United Way and the Company or any..other party be deemed to modify any provision of this Agreement. If any provision of I this Agreement shall be.found by a court to be void,.invalid or unenforceable, the sarne,shall be reformed to comply with applicable.law oi- strickeii if not so conforinable, so as not to affect the val W ity.or enforceability of this Agreement. 9.7. Entire Agivement, Headings. This Ag.),,reeraent including.the Coves- Page, these Terms and Conditions, and all other Schedules -attached to, the Cover Page,,constitutes the entire agreement of .the Parties regarding the Platform, superseding,all. other prior or contemporaneous agreements between them,whether oral or written. All headings contained,in this Agreemetit.are inserted for identification and .convenience and will not be deemed part of this Agreement for purposes of interpretation. All remedies 11 set forth in this Agreement are cumulative. 0.8. Cqunterl)ai-ts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deerned to be one, and.the same agreement. A signed igned copy of this Agreement delivered by facsimile email or other means of electronic transmissi 1011 shall be deemed to have the same leaal effect as delivery of an,original sinned copy of this.Agreement. 6 CUSTOMER AGREEMENT SCHEDULE CUSTOMER SUPPORT POLICY Last Updated., 01108.120 Un.ited Way Suncoast has nearly 100 y.earshelping individuals and companies of all sizes develop and implement programs to achieve their philanthropic and,social responsibility goals. As Salesforce Philanthropy Cloud (515C) partners, our goal is to put our years of project and campaign management experience to work for you and your associates to build and execute a campaign plan that,compliments your brand and.realizes your corporate social responsibility (CSR) objectives. But it's more than the depth of our experience that sets us apart. United Way's knowledge of local issues and our power to collaborate andconvene a diverse network of people.and partners.in the fight against poverty makes.us an ideal partner. When you run an, Employee Giving Campa,ign or Volunteer Opportunities,on SPC with United Way.Suncoast, you can expect: I Onboarding session and personalized Corripanyplan, including Strategy session to determine Campaign and content goals SPC content plan, including • Company feature stories written by United Way annually • Suggested. Company impact funds • NonAinited Way.tampaign fund raisers featured annually or set up of voluriteeIr opportunity for company employees • Email strategy designed to maximize user.engagernent 2. Branded SPC site and customer support, including Company logo, colors and content preferences within the available functionality Monthly reporting.d,etailing user engagement Account manager to help make your site a success • Admin training 7 CUSTOMER AGREEMENT SCHEDULE 3 FEE SCHEDULE For the services on schedule 2 below are the.out]ined license cost License Fee for Salesforce Philanthropy Cloud would be no charge for one year from date o,f signing. Based o n o u r conversations—City of Clearwater wouId.sta rt with 1,800 employees} Total charges for designation fees (designations are any pledges to Non-United Way Suncoa5t p rogro msji nit 1 atives) are a,low 5%with a cap of$2501. Customer Agreement Much Iike,a n y system you.bring into your workplace environment;we.require a signed Customer Agreementbefore fore a campaign can be.started in SPC. e CUSTOMER AGREEMENT SCHEDULE 4 SHOWCASE PROGRAM SCHEDULE In further consideration of the rights:granted to the Company hereunder, the Company will participate in UWW's Showcase Program, which is designed to promote the Platform by showcasing the successes of the companies that adopt it. The Showcase Program will highlight, among ether things, the Company's thought leadership,and business innovation in.its use and.deployment of the:Platform. By.particcipatino in the Showcase Program,the Company will,at U WW's request, provide the fol locoing; a) Ref rences. The Company will serve as a public reference for- United Way, UWW, and the Platform. and will participate in,a reasonable number of rekrcnce calls with prospective users of the IPlatform. b) Ness Reletases. On a mutually agreed upon date; the Company will issue one or more gess releases, either jointly with UWW or United Way or alone, to publt•cize the Company's use of the Platfornn. UWW and the Company will cooperate in goad Faith to prepare such press releases and the content and substance of each such press release will be determined by mutual consent of each of UWW and the Company, c) Press Briefings. Upon request by UWW, the Company will participate in a select.,number press briefings and/or interviews, as mutually agreed upon by UAMW and the Company, that shall be defined in scope and context ahead of bine and limited to topics related to.the Company's usage of the Platform. d) C else Stuelies. Upon request by UWW, the Company will participate in case studies regarding- a topic: selected by mutual consent. For example, a case study might explain, the nature of the prcblerns faced by the Company prior to implementing the Platform and the resulting benefits of doing so. Each ease study may include a short, recorded testimonial video anchor interactive webinac by a inember: of the Company's senior.management describing the relationship with United. Way and UWW, and the resolved problems and benefits acltieved from using the Platform. e) Events a.nd Confers=nom. Upon request by UWW, the Company will participate in discussions to be held at third party events and conferences and/or United Way or UWW conferences: The topics of these discussions will be selected by mutual consent] but will include topics similar to those outlined above. f Logos and N awe. United Way and UWW may display, publish,and use the.Company's name and logo on its and their websites and in other materials promoting the Platform, provided that each such use is done in accordance with the Company's trademark guidelines, as provided by the Company. For the avoidance of doubt, ekeept as expressly authorized in this Aarecnient, any use by the Company, United Way, on UWW of any trademarks or other proprietary materials of SFC) or SFDC, including in connection with the activities contemplated above in this Schedule 4. requires the prior written consent of SPDC)or SFDC,as applicable. 9 Q 3 tu o N d:a o fN N o © a Xf i. C7 Cry? +..'�..�.. N Q `° W zn �' n t{n U rw- w eCLL 7 7uj .G7 m yi CCl CC3 tC m CII a) C1 C] o ;E � 'C E E E E E [a. 0 N G i m L [3L 2 '� .LL �. �y LL iL.'ls. LL. LL F p0 C3 00 O ry� c.G 74 t^ r . 0 W a7 .r ri CSC P'. J 0 00 CA. mG:'o CG CG. CG CG CO e-�. M QQ 0 Ax 0C3 ..L O 1 Cj � � D a = .= .C: _ O Gt C7 a m w u C] w 1n 7 Lo d' 0 'r iq 7. 'o L © cn:o c o o Sn t 'ui 'n 'ul v, U-) to to ur Lo u� +n .n �n .� yr � .�n {r � e� e� cir� n © cia.o 0000 © © a © o Gl F F! Z Z tL lt. ir. iL LA. Fi iL 1L. li li CJ 10, LD La '0 AHO + rD rte+ n iii. 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