Terms of Service

Legal Rights & Agreement Rules · Context

The text is Salesforce's Main Services Agreement; it never names Slack

This document describes itself as a "Main Services Agreement" that governs a customer's acquisition and use of "SFDC Services", and "Agreement" means this Main Services Agreement. "SFDC" is the Salesforce company that is the contracting party, and which company that is depends on where the customer is domiciled (see the contracting-entity section). The supplied text does not name Slack, a specific product, or a consumer plan: which services it reaches is left to Order Forms, online purchase pages and Documentation that are not supplied here.

Supporting quotations

MAIN SERVICES AGREEMENT

THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF SFDC SERVICES

“Agreement” means this Main Services Agreement.

“SFDC” means the Salesforce company described in the “SFDC Contracting Entity, Notices, Governing Law, and Venue” section below.

Qualifications & exceptions

• Applies to "SFDC Services" ordered by or provided to the Customer; the Customer is the account holder or the entity it represents.

Not stated here

• The supplied text never mentions Slack or consumer accounts, so it does not itself show which Slack plans or audiences it governs.
• Order Forms, online purchasing terms and Documentation that define the Services are not supplied.

Legal Rights & Agreement Rules · Context

This version was last updated September 1, 2026 and takes effect when the Customer accepts

The Agreement states it was last updated on September 1, 2026. It is effective between the Customer and SFDC from the date the Customer accepts it, called the Effective Date. The stored text is this dated version; the text does not describe a successor version.

Supporting quotations

This Agreement was last updated on September 1, 2026. It is effective between Customer and SFDC as of the date of Customer’s accepting this Agreement (the “Effective Date”).

Not stated here

• This block does not say how or whether SFDC may change the Agreement after acceptance.

Legal Rights & Agreement Rules · Context

"Documentation" is a changing set of online documents the Agreement relies on

"Documentation" means the applicable Service's Trust and Compliance documentation at a Salesforce web address plus its usage guides and policies, as updated from time to time, reached through the help site or by logging in to the Service. Because other sections point to the Documentation, for example for security safeguards, limits and service descriptions, those details live in documents that can change and are not part of the stored text.

Supporting quotations

“Documentation” means the applicable Service’s Trust and Compliance documentation at https://www.salesforce.com/company/legal/trust-and-compliance-documentation/ and its usage guides and policies, as updated from time to time, accessible via help.salesforce.com or login to the applicable Service.

Qualifications & exceptions

• The Documentation is "as updated from time to time".

Not stated here

• The content of the Documentation, and the dates it changes, are not supplied.
• The linked pages were not fetched and are not part of this analysis.

Legal Rights & Agreement Rules · Company commitment

SFDC provides the Services lawfully for customers generally, subject to the Customer's own proper use

SFDC will provide the Services in accordance with laws and government regulations that apply to its provision of the Services to its customers generally, that is, without regard to the particular way a given Customer uses them. This commitment is also made subject to the Customer and Users using the Services in line with the Agreement, the Documentation and the applicable Order Form.

Supporting quotations

(d) provide the Services in accordance with laws and government regulations applicable to SFDC’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

Qualifications & exceptions

• Measured against laws applicable to customers generally, not the Customer's particular use.
• Subject to compliant use by the Customer and Users.

Legal Rights & Agreement Rules · Company commitment

SFDC is responsible for its employees and contractors' compliance

SFDC is responsible for the performance of its personnel, including employees and contractors, and for their compliance with SFDC's obligations under the Agreement, except as the Agreement says otherwise.

Supporting quotations

SFDC will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with SFDC’s obligations under this Agreement, except as otherwise specified in this Agreement.

Qualifications & exceptions

• Subject to other provisions of the Agreement that say otherwise.

Legal Rights & Agreement Rules · Restriction or exception

During a free trial the Services are "as-is", with no warranty, indemnity or liability (or a $1,000 cap)

During the free trial the Services are provided "as-is" without any warranty, and SFDC has no indemnification obligations and no liability of any type for the trial Services, despite the Warranties and Indemnification by SFDC sections. If that exclusion of liability is not enforceable under applicable law, SFDC's liability for the trial Services will not exceed $1,000. SFDC, its Affiliates and licensors also do not promise that trial use will meet the Customer's requirements, be uninterrupted, timely, secure or error-free, or that usage data provided during the trial will be accurate.

Supporting quotations

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY SFDC” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SFDC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SFDC’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00.

(A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE.

(c) the Services will perform materially in accordance with the applicable Documentation

(III) a Claim Against Customer arises from Services under an Order Form for which there is no charge

Qualifications & exceptions

• Applies to the services provided during the free trial period.
• The $1,000 cap applies only where the exclusion of liability is not enforceable under applicable law.
• The normal SFDC warranties in section 8.2 are tied to an applicable subscription term; the trial wording overrides the warranty and indemnification sections.

Not stated here

• Local-law sections for some countries replace parts of the warranty and liability sections; the trial paragraph does not say how it interacts with them.

Cross-references

• qualifies (model-proposed): SFDC warrants accurate security descriptions, no material security or functionality decrease, and performance — qualifies: The free trial wording displaces the SFDC warranties for the trial period, which are otherwise tied to a subscription term.

Legal Rights & Agreement Rules · Restriction or exception

Even during a free trial the Customer stays fully liable to SFDC

Despite the Limitation of Liability section, the Customer is fully liable to SFDC and its Affiliates for any damages arising from its use of the Services during the free trial, any breach of the Agreement, and its indemnification obligations. The trial wording therefore removes SFDC's warranty, indemnity and (in most cases) liability while leaving the Customer's own liability uncapped.

Supporting quotations

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SFDC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

Qualifications & exceptions

• Applies "notwithstanding" the Limitation of Liability section.

Cross-references

• contrast (model-proposed): During a free trial the Services are "as-is", with no warranty, indemnity or liability (or a $1,000 cap) — contrast: During a free trial SFDC excludes warranty, indemnity and liability (or caps it at $1,000 if unenforceable) while the Customer stays fully liable to SFDC without the cap.

Legal Rights & Agreement Rules · Restriction or exception

Free Services are "as-is", with no warranty, indemnity or liability (or a $1,000 cap)

The Free Services are provided "as-is" without any warranty, and SFDC has no indemnification obligations and no liability of any type for them, despite the Warranties and Indemnification by SFDC sections. If that exclusion is not enforceable under applicable law, SFDC's liability for the Free Services will not exceed $1,000. SFDC, its Affiliates and licensors do not promise that Free Services will meet the Customer's requirements, be uninterrupted, timely, secure or error-free, or that usage data through them will be accurate. The Customer remains fully liable to SFDC and its Affiliates, despite the Limitation of Liability section, for damages from its use of Free Services, any breach of the Agreement and its indemnification obligations.

Supporting quotations

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY SFDC” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SFDC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SFDC’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00.

(A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SFDC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES

Qualifications & exceptions

• The $1,000 cap applies only where the exclusion of liability is unenforceable.
• The Customer's own liability is stated to remain full "notwithstanding" the Limitation of Liability section.

Not stated here

• Local-law sections for some countries replace parts of the warranty and liability sections; how they interact with this paragraph is not stated.

Cross-references

• qualifies (model-proposed): SFDC warrants accurate security descriptions, no material security or functionality decrease, and performance — qualifies: The Free Services wording provides them as-is without warranty, despite the Warranties section.

Legal Rights & Agreement Rules · Restriction or exception

Purchases are not tied to future features or public statements about them

The Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, and do not depend on oral or written public comments SFDC makes about future functionality or features.

Supporting quotations

Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SFDC regarding future functionality or features.

Legal Rights & Agreement Rules · Restriction or exception

SFDC does not warrant or support Non-SFDC Applications, even ones it calls "certified"

SFDC does not warrant or support Non-SFDC Applications or other non-SFDC products or services, whether or not SFDC designates them as "certified" or otherwise authorized, unless an Order Form expressly says otherwise.

Supporting quotations

SFDC does not warrant or support Non-SFDC Applications or other non-SFDC products or services, whether or not they are designated by SFDC as “certified” or otherwise authorized, unless expressly provided otherwise in an Order Form.

Qualifications & exceptions

• Exception: an Order Form that expressly provides otherwise.

Legal Rights & Agreement Rules · Restriction or exception

For U.S. federal government end use, the Services are "commercial items" with rights as the Agreement provides

SFDC provides the Services, including related software and technology, for ultimate federal government end use on these terms. The Services are "commercial items" as defined in the Federal Acquisition Regulation. The U.S. Government's rights to use, modify, reproduce, release, perform, display or disclose commercial computer software, documentation and technical data furnished with the Services are as provided in the Agreement, except that for U.S. Department of Defense end users, technical data customarily provided to the public is furnished under DFARS 252.227-7015. A government agency that needs additional rights must negotiate a written addendum that specifically grants them.

Supporting quotations

SFDC provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101.

If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.

Qualifications & exceptions

• Applies to ultimate federal government end use of the Services.

Legal Rights & Agreement Rules · Company commitment

Each party represents that it validly entered the Agreement and has the legal power to do so

Each party represents that it has validly entered into the Agreement and has the legal power to do so.

Supporting quotations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

Legal Rights & Agreement Rules · Restriction or exception

For a breach of the SFDC warranties the Customer's exclusive remedies are termination and a refund

For any breach of the SFDC warranties, the Customer's exclusive remedies are those in the Termination and Refund or Payment upon Termination sections. In practice that means ending the Agreement for uncured material breach and receiving a refund of prepaid fees for the rest of the term, rather than other claims for the breach. The replacement 8.2 for customers domiciled in France does not repeat this sentence, so the exclusive-remedy limit appears in the general text but not in that replacement.

Supporting quotations

For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

(d) subject to the “Integration with Non-SFDC Applications” section above, SFDC will not materially decrease the overall functionality of the Services.

Qualifications & exceptions

• The limit is on remedies for breach of the warranties in section 8.2.

Not stated here

• How the French replacement relates to the general exclusive-remedy limit is not stated.

Legal Rights & Agreement Rules · Restriction or exception

Neither party gives other warranties; implied warranties are disclaimed as far as the law allows

Except as expressly provided in the Agreement, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise. Each party specifically disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by applicable law.

Supporting quotations

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Qualifications & exceptions

• Applies "except as expressly provided herein" and only to the extent applicable law permits.

Legal Rights & Agreement Rules · Restriction or exception

Free Services and Beta Services are provided "as is" with no warranty of any kind

Services provided free of charge, and Beta Services, are provided "as is" and as available, exclusive of any warranty whatsoever. A Beta Service is a no-charge offering the Customer may try at its option, designated beta, pilot, limited release, developer preview, non-production or evaluation or similarly.

Supporting quotations

SERVICES PROVIDED FREE OF CHARGE, AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge

Legal Rights & Agreement Rules · Company commitment

SFDC defends and indemnifies the Customer against third-party IP claims about Purchased Services, with conditions

SFDC will defend the Customer against third-party claims that a Purchased Service infringes or misappropriates the third party's intellectual property rights, and will indemnify the Customer for damages, attorney fees and costs finally awarded, or amounts paid under a settlement SFDC approved in writing. The Customer must promptly give written notice, give SFDC sole control of the defense and settlement (SFDC may not settle unless it unconditionally releases the Customer of all liability), and give SFDC all reasonable assistance at SFDC's expense.

Supporting quotations

SFDC will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by SFDC in writing of, a Claim Against Customer

provided Customer (a) promptly gives SFDC written notice of the Claim Against Customer, (b) gives SFDC sole control of the defense and settlement of the Claim Against Customer (except that SFDC may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives SFDC all reasonable assistance, at SFDC’s expense.

Qualifications & exceptions

• Covers third-party claims about Purchased Services only.
• Conditions: prompt written notice, sole control of defense and settlement for SFDC, reasonable assistance at SFDC's expense.

Legal Rights & Agreement Rules · Permission or license

If an infringement claim arises, SFDC may modify the Service, get a license, or end the subscription with a refund

If SFDC receives information about an infringement or misappropriation claim related to a Service, it may in its discretion and at no cost to the Customer (i) modify the Services so they are no longer claimed to infringe, without breaching its warranties, (ii) obtain a license for the Customer's continued use, or (iii) terminate the Customer's subscriptions for that Service on 30 days' written notice and refund prepaid fees for the rest of the term of the terminated subscriptions.

Supporting quotations

If SFDC receives information about an infringement or misappropriation claim related to a Service, SFDC may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching SFDC’s warranties under “SFDC Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions.

Qualifications & exceptions

• The choice among the three options is SFDC's.

Legal Rights & Agreement Rules · Restriction or exception

SFDC's IP indemnity does not cover combinations, free services, Non-SFDC Applications or Customer breach

SFDC's defense and indemnification do not apply if (I) the allegation does not state with specificity that the Services are the basis of the claim, (II) the claim arises from use or combination of the Services with software, hardware, data or processes not provided by SFDC, if the Services or their use would not infringe without that combination, (III) the claim arises from Services under an Order Form for which there is no charge, or (IV) the claim arises from a Non-SFDC Application or the Customer's breach of the Agreement, the Documentation or applicable Order Forms.

Supporting quotations

The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by SFDC, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (IV) a Claim Against Customer arises from a Non-SFDC Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

Web-based, mobile, offline or other software functionality that interoperates with a Service

Qualifications & exceptions

• Exclusion (III) means the indemnity does not reach Services provided at no charge.

Legal Rights & Agreement Rules · Restriction or exception

The Customer defends and indemnifies SFDC against claims about its Non-SFDC apps, unlawful use and Customer Data

The Customer will defend SFDC and its Affiliates against third-party claims (a) alleging that a combination of a Non-SFDC Application or configuration provided by the Customer, used with the Services, infringes or misappropriates intellectual property rights, or (b) arising from (i) the Customer's use of the Services in an unlawful manner or in violation of the Agreement, the Documentation or an Order Form, (ii) any Customer Data or the Customer's use of Customer Data with the Services, or (iii) a Non-SFDC Application provided by the Customer. It will indemnify SFDC for damages, attorney fees and costs finally awarded, or amounts paid under a settlement the Customer approved in writing.

Supporting quotations

Customer will defend SFDC and its Affiliates against any claim, demand, suit or proceeding made or brought against SFDC by a third party (a) alleging that the combination of a Non-SFDC Application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or

(b) arising from (i) Customer’s use of the Services in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a Non-SFDC Application provided by Customer(each a “Claim Against SFDC”), and will indemnify SFDC from any damages, attorney fees and costs finally awarded against SFDC as a result of, or for any amounts paid by SFDC under a settlement approved by Customer in writing of, a Claim Against SFDC

“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.

Qualifications & exceptions

• The Customer's indemnity is broader in subject matter than SFDC's: it covers any Customer Data claim and unlawful use, not only intellectual property claims.

Legal Rights & Agreement Rules · Restriction or exception

SFDC must give notice, let the Customer control the defense and assist; no indemnity if SFDC's breach caused the claim

The Customer's defense and indemnity depend on SFDC (A) promptly giving the Customer written notice of the claim, (B) giving the Customer sole control of the defense and settlement (the Customer may not settle unless it unconditionally releases SFDC of all liability), and (C) giving all reasonable assistance at the Customer's expense. The obligations do not apply if the claim arises from SFDC's breach of the Agreement, the Documentation or applicable Order Forms.

Supporting quotations

provided SFDC (A) promptly gives Customer written notice of the Claim Against SFDC,

(B) gives Customer sole control of the defense and settlement of the Claim Against SFDC (except that Customer may not settle any Claim Against SFDC unless it unconditionally releases SFDC of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against SFDC arises from SFDC’s breach of this Agreement, the Documentation or applicable Order Forms.

Legal Rights & Agreement Rules · Restriction or exception

The indemnification section is each party's sole liability and exclusive remedy for covered third-party claims

The Mutual Indemnification section states the indemnifying party's sole liability, and the indemnified party's exclusive remedy, against the other party for any third-party claim described in that section. For customers domiciled in Germany, a replacement liability section is set out later in the Agreement.

Supporting quotations

This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

Not stated here

• How the German replacement for this section changes the position is explained where it appears.

Legal Rights & Agreement Rules · Restriction or exception

Each party's total liability is capped at what the Customer paid for the relevant Services in the prior 12 months

In no event may the aggregate liability of each party together with all of its Affiliates arising out of or related to the Agreement exceed the total amount paid by the Customer and its Affiliates under the Agreement for the Services giving rise to the liability in the twelve months before the first incident out of which the liability arose. The cap applies in contract or tort and whatever the theory of liability, but does not limit the Customer's and its Affiliates' payment obligations under the Fees and Payment section. For Free Services and trials, where nothing is paid, the separate wording in the Free Services and free trial paragraphs governs. Customers domiciled in Germany have a replacement limitation of liability section later in the Agreement.

Supporting quotations

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

Qualifications & exceptions

• The cap is measured by amounts paid for the Services giving rise to the liability in the 12 months before the first incident.
• The Customer's payment obligations are not limited.

Not stated here

• Section 10.2 separately excludes certain kinds of damages; the German replacement section sets different terms for customers domiciled in Germany.

Legal Rights & Agreement Rules · Restriction or exception

Neither party is liable for lost profits or indirect, consequential or punitive damages

In no event will either party or its Affiliates have any liability arising out of or related to the Agreement for lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages. This applies in contract or tort and regardless of the theory of liability, even if the party was advised the damages were possible or a remedy fails of its essential purpose. The exclusion does not apply to the extent the law prohibits it. It operates alongside the liability cap in the previous section.

Supporting quotations

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES

THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID

Qualifications & exceptions

• Applies to both parties and their Affiliates.
• Does not apply to the extent prohibited by law.

Legal Rights & Agreement Rules · Context

Free Services, fees, IP, confidentiality, disclaimers, indemnities and liability terms survive termination

These sections survive termination or expiration: Free Services, Fees and Payment, Proprietary Rights and Licenses, Confidentiality, Disclaimers, Mutual Indemnification, Limitation of Liability, Refund or Payment upon Termination, Removal of Non-SFDC Applications, Surviving Provisions and General Provisions. The Protection of Customer Data section survives for as long as SFDC retains possession of Customer Data, which ties it to the data export and deletion steps after termination.

Supporting quotations

The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,”

“Removal of Non-SFDC Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as SFDC retains possession of Customer Data.

After such 30-day period, SFDC will have no obligation to maintain or provide any Customer Data

Qualifications & exceptions

• Protection of Customer Data survives only while SFDC retains possession of Customer Data.

Legal Rights & Agreement Rules · Restriction or exception

Customers may not let Users access the Services from embargoed regions or in violation of export law

The Services and SFDC technology may be subject to U.S. and other export laws. SFDC and the Customer each represent that they are not on any U.S. government denied-party list. The Customer will not permit any User to access or use a Service in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea or Syria, or as updated from time to time at a Salesforce compliance web page) or in violation of any U.S. export law or regulation.

Supporting quotations

SFDC and Customer each represents that it is not on any U.S. government denied-party list.

Customer will not permit any User to access or use any Service in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time to time at https://www.salesforce.com/company/legal/compliance/ or in violation of any U.S. export law or regulation.

an individual who is authorized by Customer to use a Service

Qualifications & exceptions

• The embargoed list is "currently" as stated and may be updated at the linked web page.

Not stated here

• The linked compliance page and its updates are not supplied.

Legal Rights & Agreement Rules · Company commitment

Neither party has received or been offered improper payments in connection with the Agreement

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with the Agreement. Reasonable gifts and entertainment in the ordinary course of business do not violate this restriction. Customers domiciled in Italy have a replacement version of this section later in the Agreement.

Supporting quotations

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

Qualifications & exceptions

• Reasonable gifts and entertainment in the ordinary course of business are permitted.

Legal Rights & Agreement Rules · Restriction or exception

The Agreement is the whole deal; Customer purchase-order terms are void and the Order Form ranks first

The Agreement is the entire agreement between SFDC and the Customer about the Customer's use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, on its subject matter. Any term in a Customer purchase order or other Customer order documentation (other than Order Forms) is void. If documents conflict, the order of precedence is (1) the applicable Order Form, (2) the Agreement, (3) the Documentation. Titles and headings are for convenience only and do not affect how a provision is read. A replacement version of this section for customers domiciled in the United Kingdom appears later in the Agreement.

Supporting quotations

This Agreement is the entire agreement between SFDC and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder

as updated from time to time

Qualifications & exceptions

• Order Forms are excluded from the voiding of Customer order documentation terms.
• The Documentation ranks last and can change over time.

Legal Rights & Agreement Rules · Context

The parties are independent contractors, not partners, agents or employer and employee

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. Each party is solely responsible for paying compensation owed to its own employees and its employment-related taxes.

Supporting quotations

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

Legal Rights & Agreement Rules · Restriction or exception

There are no third-party beneficiaries

There are no third-party beneficiaries under the Agreement, so people who are not parties to it do not gain rights under it.

Supporting quotations

There are no third-party beneficiaries under this Agreement.

Legal Rights & Agreement Rules · Restriction or exception

A delay or failure to enforce a right does not waive it

No failure or delay by either party in exercising a right under the Agreement constitutes a waiver of that right.

Supporting quotations

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

Legal Rights & Agreement Rules · Context

If a court finds a provision unlawful, only that provision is void and the rest stays in effect

If a court of competent jurisdiction holds any provision of the Agreement contrary to law, that provision is deemed null and void and the remaining provisions stay in effect.

Supporting quotations

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Legal Rights & Agreement Rules · Restriction or exception

Assignment needs consent, except to an Affiliate or in a merger, acquisition or sale of substantially all assets

Neither party may assign its rights or obligations, by operation of law or otherwise, without the other party's prior written consent, which is not to be unreasonably withheld. Either party may, without consent, assign the Agreement in its entirety, including all Order Forms, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. The Agreement binds and benefits the parties' successors and permitted assigns. This means the Customer's contract can pass to a company that buys SFDC or its business without the Customer's consent.

Supporting quotations

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

Qualifications & exceptions

• Consent is "not to be unreasonably withheld".
• The no-consent route requires assignment of the Agreement in its entirety, including all Order Forms.

Legal Rights & Agreement Rules · Context

Which SFDC company, notice address, governing law and courts apply depends on where the Customer is domiciled

The SFDC entity entering into the Agreement, the address for notices, the law that applies to any dispute, and the courts with jurisdiction all depend on where the Customer is domiciled. The table that follows gives these details for Customers in North or South America, in Europe, the Middle East or Africa, and in Asia or the Pacific Region. "SFDC" in the Agreement means the company listed for the Customer's domicile.

Supporting quotations

The SFDC entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled.

“SFDC” means the Salesforce company described in the “SFDC Contracting Entity, Notices, Governing Law, and Venue” section below.

Qualifications & exceptions

• The answer depends on the Customer's domicile; there is no single contracting company.

Not stated here

• The text does not say how "domiciled" is determined, for example by billing address or registered office.

Legal Rights & Agreement Rules · Context

Americas customers other than Brazil and Canada contract with Salesforce, Inc.; California law; San Francisco courts

For Customers domiciled in North or South America in any country other than Brazil or Canada, the SFDC entity is Salesforce, Inc., a Delaware corporation. Notices go to its San Francisco, California address, to the attention of the VP, Worldwide Sales Operations, with a copy to the General Counsel. Governing law is California and controlling United States federal law, and the courts with exclusive jurisdiction are in San Francisco, California.

Supporting quotations

| For Customers domiciled in North or South America |

| If Customer is domiciled in: | The SFDC entity entering into this Agreement is: | Notices should be addressed to: | Governing law is: | Courts with exclusive jurisdiction are: |

| Any country other than Brazil or Canada | Salesforce, Inc. (f/k/a salesforce.com, inc.), a Delaware corporation | Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, |

Worldwide Sales Operations, with a copy to attn: General Counsel

California and controlling United States federal law

San Francisco, California, U.S.A.

Qualifications & exceptions

• Applies to Customers domiciled in the Americas other than Brazil and Canada.

Legal Rights & Agreement Rules · Context

Customers domiciled in Brazil contract with Salesforce Tecnologia Ltda.; Brazilian law; São Paulo courts

For Customers domiciled in Brazil, the SFDC entity is Salesforce Tecnologia Ltda., with its notice address in São Paulo, Brazil. Governing law is Brazil, and the courts with exclusive jurisdiction are in São Paulo, SP, Brazil.

Supporting quotations

| Brazil | Salesforce Tecnologia Ltda. | Av. Jornalista Roberto Marinho, 85, 14º Andar - Cidade Monções, CEP 04576-010 São Paulo - SP | Brazil | São Paulo, SP, Brazil |

Qualifications & exceptions

• Applies only to Customers domiciled in Brazil.

Legal Rights & Agreement Rules · Context

Customers domiciled in Canada contract with salesforce.com Canada Corporation; Ontario law; Toronto courts

For Customers domiciled in Canada, the SFDC entity is salesforce.com Canada Corporation, a Nova Scotia corporation. Notices go to the San Francisco, California address of Salesforce, to the attention of the VP, Worldwide Sales Operations, with a copy to the General Counsel. Governing law is Ontario and controlling Canadian federal law, and the courts with exclusive jurisdiction are in Toronto, Ontario, Canada.

Supporting quotations

| Canada | salesforce.com Canada Corporation, a Nova Scotia corporation | Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy to attn: General Counsel | Ontario and controlling Canadian federal law | Toronto, Ontario, Canada |

Qualifications & exceptions

• Applies only to Customers domiciled in Canada.

Legal Rights & Agreement Rules · Context

EMEA customers not listed separately contract with SFDC Ireland Limited; English law; London courts

For Customers domiciled in Europe, the Middle East or Africa in any country other than France, Germany, Italy, Spain or the United Kingdom, the SFDC entity is SFDC Ireland Limited, incorporated in Ireland. Notices go to Salesforce UK Limited in London, attention VP, Sales Operations, with a copy to the Legal Department in Dublin, Ireland. Governing law is England, and the courts with exclusive jurisdiction are in London, England.

Supporting quotations

| For Customers domiciled in Europe, the Middle East, or Africa |

| If Customer is domiciled in: | The SFDC entity entering into this Agreement is: | Notices should be addressed to: | Governing law is: | Courts with exclusive jurisdiction are: |

| Any country other than France, Germany, Italy, Spain, or the United Kingdom | SFDC Ireland Limited, a limited liability company incorporated in Ireland | Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal Department - Salesforce Tower, 60 R801, North Dock, Dublin, Ireland | England | London, England |

Qualifications & exceptions

• Applies to EMEA countries other than France, Germany, Italy, Spain and the United Kingdom.

Legal Rights & Agreement Rules · Context

Customers domiciled in France contract with salesforce.com France; French law; Paris courts

For Customers domiciled in France, the SFDC entity is salesforce.com France, a French S.A.S. company. Notices go to Salesforce UK Limited in London, attention VP, Sales Operations, with a copy to the Legal Department in Paris. Governing law is France, and the courts with exclusive jurisdiction are in Paris, France.

Supporting quotations

| France | salesforce.com France, a French S.A.S company with a share capital of 37,000 €, registered with the Paris Trade Registry under number 483 993 226 RCS Paris, Registered office: 3 Avenue Octave Gréard, 75007 Paris, France | Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal Department - Service Juridique, 3 Avenue Octave Gréard, 75007 Paris, France | France | Paris, France |

Qualifications & exceptions

• Applies only to Customers domiciled in France.

Legal Rights & Agreement Rules · Context

Customers domiciled in Germany contract with salesforce.com Germany GmbH; German law; Munich courts

For Customers domiciled in Germany, the SFDC entity is salesforce.com Germany GmbH. Notices go to Salesforce UK Limited in London, attention VP, Sales Operations, with a copy to the Legal Department in Munich. Governing law is Germany, and the courts with exclusive jurisdiction are in Munich, Germany.

Supporting quotations

| Germany | salesforce.com Germany GmbH, a limited liability company, incorporated in Germany | Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal Department - Erika-Mann-Strasse 31-37, 80636 München, Germany | Germany | Munich, Germany |

Qualifications & exceptions

• Applies only to Customers domiciled in Germany.

Legal Rights & Agreement Rules · Context

Customers domiciled in Italy contract with salesforce.com Italy S.r.l.; Italian law; Milan courts

For Customers domiciled in Italy, the SFDC entity is salesforce.com Italy S.r.l., an Italian limited liability company. Notices go to Salesforce UK Limited in London, attention VP, Sales Operations, with a copy to the Legal Department. Governing law is Italy, and the courts with exclusive jurisdiction are in Milan, Italy.

Supporting quotations

| Italy | salesforce.com Italy S.r.l., an Italian limited liability company having its registered address at Piazza Filippo Meda 5, 20121 Milan (MI), VAT / Fiscal code n. 04959160963 | Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal Department | Italy | Milan, Italy |

Qualifications & exceptions

• Applies only to Customers domiciled in Italy.

Legal Rights & Agreement Rules · Context

Customers domiciled in Spain contract with Salesforce Systems Spain, S.L.; Spanish law; Madrid courts

For Customers domiciled in Spain, the SFDC entity is Salesforce Systems Spain, S.L. Notices go to Salesforce UK Limited in London, attention VP, Sales Operations, with a copy to the Legal Department in Madrid. Governing law is Spain, and the courts with exclusive jurisdiction are in Madrid, Spain.

Supporting quotations

| Spain | Salesforce Systems Spain, S.L., a limited liability company incorporated in Spain | Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal Department - Paseo de la Castellana 79, Madrid, 28046, Spain | Spain | Madrid, Spain |

Qualifications & exceptions

• Applies only to Customers domiciled in Spain.

Legal Rights & Agreement Rules · Context

Customers domiciled in the United Kingdom contract with Salesforce UK Limited; English law; London courts

For Customers domiciled in the United Kingdom, the SFDC entity is Salesforce UK Limited, incorporated in England. Notices go to Salesforce UK Limited in London, with a copy to its Legal Department. Governing law is England, and the courts with exclusive jurisdiction are in London, England.

Supporting quotations

| United Kingdom | Salesforce UK Limited, a limited liability company incorporated in England | Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn: Legal Department, Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom | England | London, England |

Qualifications & exceptions

• Applies only to Customers domiciled in the United Kingdom.

Legal Rights & Agreement Rules · Context

Asia-Pacific customers not listed separately contract with salesforce.com Singapore Pte Ltd; Singapore law and courts

For Customers domiciled in Asia or the Pacific Region in any country other than Australia, India, Japan or New Zealand, the SFDC entity is salesforce.com Singapore Pte Ltd, a Singapore private limited company. Notices go to its Singapore address, to the attention of the Director, APAC Sales Operations, with a copy to the General Counsel. Governing law is Singapore, and the courts with exclusive jurisdiction are in Singapore.

Supporting quotations

| For Customers domiciled in Asia or the Pacific Region |

| If Customer is domiciled in: | The SFDC entity entering into this Agreement is: | Notices should be addressed to: | Governing law is: | Courts with exclusive jurisdiction are: |

| Any country other than Australia, India, Japan, or New Zealand | salesforce.com Singapore Pte Ltd, a Singapore private limited company | 5 Temasek Boulevard #13-01, Suntec Tower 5, Singapore, 038985, attn: Director, APAC Sales Operations, with a copy to attn: General Counsel | Singapore | Singapore |

Qualifications & exceptions

• Applies to Asia-Pacific countries other than Australia, India, Japan and New Zealand.

Legal Rights & Agreement Rules · Context

Customers domiciled in Australia or New Zealand contract with SFDC Australia Pty Ltd; New South Wales law and courts

For Customers domiciled in Australia or New Zealand, the SFDC entity is SFDC Australia Pty Ltd. Notices go to its Sydney, New South Wales address, to the attention of the Senior Director, Finance, with a copy to the General Counsel. Governing law is New South Wales, Australia, and the courts with exclusive jurisdiction are in New South Wales, Australia.

Supporting quotations

| Australia or New Zealand | SFDC Australia Pty Ltd | Salesforce Tower, Level 39, 180 George St, Sydney NSW 2000, attn: Senior Director, Finance with a copy to attn: General Counsel | New South Wales, Australia | New South Wales, Australia |

Qualifications & exceptions

• Applies to Customers domiciled in Australia or New Zealand.

Legal Rights & Agreement Rules · Context

Customers domiciled in India contract with Salesforce.com India Private Limited; Indian law; Bengaluru courts

For Customers domiciled in India, the SFDC entity is Salesforce.com India Private Limited, a company incorporated under the Companies Act, 1956 of India. Notices go to its Bengaluru, Karnataka address. Governing law is India, and the table lists courts in Bengaluru, India. A later India local-law section adds venue and arbitration terms for these Customers.

Supporting quotations

| India | Salesforce.com India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 of India | Salesforce.com India Private Limited Torrey Pines, 3rd Floor, Embassy Golflinks Software Business Park Bengaluru, Karnataka 560071, India | India | Bengaluru , India |

Qualifications & exceptions

• Applies only to Customers domiciled in India.

Not stated here

• The India local-law section later in the Agreement adds arbitration and venue terms that qualify this row.

Legal Rights & Agreement Rules · Context

Customers domiciled in Japan contract with Salesforce Japan Co., Ltd.; Japanese law; Tokyo courts

For Customers domiciled in Japan, the SFDC entity is Salesforce Japan Co., Ltd., a Japan corporation. Notices go to its Tokyo address, to the attention of the Senior Director, Japan Sales Operations, with a copy to the General Counsel. Governing law is Japan, and the courts with exclusive jurisdiction are in Tokyo, Japan.

Supporting quotations

| Japan | Salesforce Japan Co., Ltd. (f/k/a Kabushiki Kaisha Salesforce.com), a Japan corporation | 1-1-3, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan, attn: Senior Director, Japan Sales Operations, with a copy to attn: General Counsel | Japan | Tokyo, Japan |

Qualifications & exceptions

• Applies only to Customers domiciled in Japan.

Legal Rights & Agreement Rules · Procedure

Notices are effective on personal delivery, the second business day after mailing, or the day an email is sent

Except as the Agreement says otherwise, notices must be in writing and take effect on (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email. Notices of termination or of an indemnifiable claim are called "Legal Notices" and must be clearly identifiable as Legal Notices. The clause is worded so that it is unclear whether email alone is effective for a Legal Notice.

Supporting quotations

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email.

Qualifications & exceptions

• Applies "except as otherwise specified in this Agreement".

Not stated here

• The text does not make clear whether a Legal Notice can be effective by email.

Legal Rights & Agreement Rules · Restriction or exception

Each party accepts the governing law and exclusive courts for the Customer's domicile

Each party agrees to the applicable governing law listed for the Customer's domicile, without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts listed. Which law and courts apply therefore depends on where the Customer is domiciled; the India local-law section adds arbitration for Indian Customers.

Supporting quotations

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

depend on where Customer is domiciled

Qualifications & exceptions

• Choice of law is applied without regard to choice or conflicts of law rules.
• The courts have exclusive jurisdiction.

Legal Rights & Agreement Rules · Restriction or exception

For Customers domiciled in France, Section 8.2 is replaced by a warranty text without the exclusive-remedy sentence

For Customers domiciled in France, local provisions apply. Section 8.2 SFDC Warranties is replaced by a text that keeps the same four promises during an applicable subscription term (accurate description of safeguards, no material decrease in security, performance materially per the Documentation, no material decrease in functionality). The replacement does not include the sentence making termination and refund the Customer's exclusive remedies for a warranty breach.

Supporting quotations

12.12 Local Law Requirements: France.

With respect to Customers domiciled in France, the following provisions shall be applicable :

(1) Section 8.2 “SFDC Warranties” is replaced by the following :

8.2 SFDC Warranties. During an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) SFDC will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-SFDC Applications” section above, SFDC will not materially decrease the overall functionality of the Services.

Qualifications & exceptions

• Applies only to Customers domiciled in France.

Not stated here

• How the French replacement interacts with the general remedies sections is not stated.

Cross-references

• narrows (model-proposed): For a breach of the SFDC warranties the Customer's exclusive remedies are termination and a refund — exception_to: For Customers domiciled in France, the replacement warranty text omits the exclusive-remedy sentence that the general section includes.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in France, Articles 1222 and 1223 of the French Civil Code are excluded to the extent permitted

For Customers domiciled in France, the Agreement states that, to the extent permitted by applicable law, Articles 1222 and 1223 of the French Civil Code will in no event apply. The text of those articles is not supplied in the Agreement, so what rights the exclusion removes is not described here.

Supporting quotations

(3) a new Section 12.12.2 is added as follows :

12.12.2 Exclusions. To the extent permitted under applicable law, the provisions of Article 1222 and 1223 of the French Civil Code shall in no event be applicable.

Qualifications & exceptions

• Applies only to Customers domiciled in France and only to the extent permitted under applicable law.

Not stated here

• The content of Articles 1222 and 1223 of the French Civil Code is not supplied in the Agreement.

Legal Rights & Agreement Rules · Context

For Customers in France, the Agreement and referenced documents may be in English

For Customers domiciled in France, the parties agree that the Agreement, and any Documentation and other information or policies referenced in or attached to it, may be in English.

Supporting quotations

(4) a new Section 12.12.3 is added as follows :

12.12.3 Language. The Parties agree that this Agreement and/or any Documentation and other information or policies referenced or attached to this Agreement may be in English.

usage guides and policies

Qualifications & exceptions

• Applies to Customers domiciled in France.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in France, SFDC is not responsible for third-party consultants or implementers' acts or omissions

For Customers domiciled in France, any third parties, including those the Customer contracted with for consulting or implementation services related to the Services, are independent of SFDC. SFDC is in no event responsible for their acts or omissions, including when they affect the Customer's use of the Services. This matches the general rule that SFDC does not warrant or support non-SFDC products and services.

Supporting quotations

(5) a new Section 12.12.4 is added as follows :

12.12.4 Independence Towards Third Parties. For the avoidance of doubt, any third parties, including those Customer contracted with to provide consulting and/or implementation services in relation to the Services, are independent of SFDC and SFDC shall in no event be responsible for their acts or omissions, including when such acts or omissions impact Customer’s use of the Services.

SFDC does not warrant or support Non-SFDC Applications or other non-SFDC products or services

Qualifications & exceptions

• Applies to Customers domiciled in France.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in France, mandatory French statutory law prevails over the Agreement in a conflict

For Customers domiciled in France, if there is any conflict between a French statutory law that applies to the Customer and the terms of the Agreement, the statutory law prevails. The Agreement does not list which statutes this covers.

Supporting quotations

(6) in the event of any conflict between any statutory law in France applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail.

Qualifications & exceptions

• Applies to Customers domiciled in France and to French statutory law applicable to the Customer.

Not stated here

• The text does not identify which French statutes could conflict.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Germany, Sections 8, 9.3 and 10 are replaced by German-specific warranty and liability terms

For Customers domiciled in Germany, the Agreement says that Section 8 (Representations, Warranties, Exclusive Remedies and Disclaimers), Section 9.3 (Exclusive Remedy) and Section 10 (Limitation of Liability) are replaced by the sections that follow. Because the whole of Section 8 is replaced, the general representations and the general disclaimer of implied warranties are not repeated in the German text. The free trial and Free Services paragraphs refer to the Warranties and Limitation of Liability sections, and the text does not say how they fit with these replacements for a Customer domiciled in Germany.

Supporting quotations

12.13 Local Law Requirements: Germany. With respect to Customers domiciled in Germany, Section 8 “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”, Section 9.3 “Exclusive Remedy”, and Section 10 “LIMITATION OF LIABILITY” of this Agreement are replaced with the following sections respectively:

8 WARRANTIES FOR CUSTOMERS DOMICILED IN GERMANY

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY SFDC” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY

Qualifications & exceptions

• Applies only to Customers domiciled in Germany.

Not stated here

• The text does not say how the as-is wording for free trials and Free Services applies to Customers domiciled in Germany.

Legal Rights & Agreement Rules · User right or choice

For Customers in Germany, SFDC must rectify Defects; failing that, the Customer may terminate and claim damages

SFDC must rectify a Defect within a reasonable period. If rectification fails, the Customer may terminate the respective Order Form, provided SFDC had enough time to cure the Defect, and the Refund or Payment upon Termination section applies accordingly through its sentence 1 and sentence 3. If SFDC is responsible for the Defect or is in default with the rectification, the Customer may claim damages for the harm caused to the extent set by the German limitation of liability section.

Supporting quotations

SFDC shall rectify any Defect within a reasonable period of time. If such rectification fails, Customer may terminate the respective Order Form provided that SFDC had enough time for curing the Defect. In the “Refund or Payment upon Termination” section, sentence 1 and sentence 3 shall apply accordingly. If SFDC is responsible for the Defect or if SFDC is in default with the rectification, Customer may assert claims for the damage caused in the scope specified in the “Limitation of Liability” section below.

Qualifications & exceptions

• Applies to Customers domiciled in Germany.
• Termination is available only if rectification fails and SFDC had enough time to cure the Defect.
• Damages are available if SFDC is responsible or in default, within the liability limits.

Not stated here

• The clause refers to "sentence 1 and sentence 3" of the Refund or Payment upon Termination section without spelling out what they provide.

Legal Rights & Agreement Rules · Context

For Customers in Germany, defects in title are handled under the Mutual Indemnification section

Defects in title of the Services are handled in accordance with the Mutual Indemnification clause. For a Customer domiciled in Germany, third-party intellectual property claims about Purchased Services are therefore dealt with through SFDC's defense and indemnification, with the German liability section applying to any resulting claims.

Supporting quotations

Defects in title of the Services shall be handled in accordance with the provisions of Clause 9 “Mutual Indemnification”.

SFDC will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights

Qualifications & exceptions

• Applies to Customers domiciled in Germany.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Germany, there is no warranty claim for a Defect caused by use outside the Agreement

A Customer domiciled in Germany has no claims under the German warranty clause if a Defect was caused by the Services not being used in accordance with the Agreement, the Documentation and the applicable Order Forms.

Supporting quotations

Customer shall have no claims under this Clause 8 “Warranty” if a Defect was caused by the Services not being used by Customer in accordance with the provisions of this Agreement, the Documentation and the applicable Order Forms.

Qualifications & exceptions

• Applies to Customers domiciled in Germany.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Germany, the Limitation of Liability section governs claims arising from the indemnification section

For Customers domiciled in Germany, the Limitation of Liability section applies to any claims resulting from the Mutual Indemnification section. This replaces the general Exclusive Remedy section for those Customers.

Supporting quotations

9.3 Liability resulting from Indemnification for Customers domiciled in Germany. The below “Limitation of Liability” section shall apply to any claims resulting from this “Mutual Indemnification” section.

Qualifications & exceptions

• Applies to Customers domiciled in Germany.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Germany, liability is unlimited for intent, gross negligence, guarantees, concealment and injury

For Customers domiciled in Germany, the parties are mutually liable without limitation (a) in the event of willful misconduct or gross negligence, (b) within the scope of a guarantee a party has taken over, (c) if a defect is maliciously concealed, (d) in case of injury to life, body or health, and (e) according to the German Product Liability Law. These cases fall outside the liability cap and the other limits in the German limitation of liability section.

Supporting quotations

LIMITATION OF LIABILITY FOR CUSTOMERS DOMICILED IN GERMANY

10.1 Unlimited Liability. The Parties shall be mutually liable without limitation

(a) in the event of willful misconduct or gross negligence,

(b) within the scope of a guarantee taken over by the respective party,

(c) in the event that a defect is maliciously concealed,

(d) in case of an injury to life, body or health,

(e) according to the German Product Liability Law.

Qualifications & exceptions

• Applies to Customers domiciled in Germany and to both parties.

Cross-references

• narrows (model-proposed): Each party's total liability is capped at what the Customer paid for the relevant Services in the prior 12 months — exception_to: For Customers domiciled in Germany, listed kinds of liability are unlimited and so fall outside the cap that the general section sets.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Germany, slight negligence liability is limited to foreseeable typical damage for cardinal duties

If cardinal duties are infringed through slight negligence and, as a result, the objective of the Agreement including any Order Form is endangered, or a duty whose discharge is an essential prerequisite for proper performance is slightly negligently not complied with, the parties' liability is limited to foreseeable damage typical for the contract. In all other respects, liability for damage caused by slight negligence is excluded.

Supporting quotations

If cardinal duties are infringed due to slight negligence and if, as a consequence, the achievement of the objective of this Agreement including any applicable Order Form is endangered, or in the case of a slightly negligent failure to comply with duties, the very discharge of which is an essential prerequisite for the proper performance of this Agreement (including any applicable Order Form), the parties’ liability shall be limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by slight negligence shall be excluded.

Qualifications & exceptions

• Applies to Customers domiciled in Germany.
• Covers slight negligence only; the unlimited liability cases are separate.

Not stated here

• "Cardinal duties" is not defined in the supplied text.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Germany, outside the unlimited cases liability is capped at 12 months of fees for the Services

Unless the parties are liable under the Unlimited Liability section, the aggregate liability of each party together with all of its Affiliates arising out of or related to the Agreement may not exceed the total amount paid by the Customer and its Affiliates for the Services giving rise to the liability in the 12 months before the first incident out of which the liability arose. The limit does not limit the Customer's and its Affiliates' payment obligations under the Fees and Payment section. This is the same cap as in the general Limitation of Liability section, with the German unlimited cases carved out.

Supporting quotations

Unless the parties are liable in accordance with “Unlimited Liability” section above, in no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by Customer and its Affiliates hereunder for the Services giving rise to the liability in the 12 months preceding the first incident out of which the liability arose. The foregoing limitation will not limit Customer’s and its Affiliates’ payment obligations under the “Fees and Payment” section above.

Qualifications & exceptions

• Applies to Customers domiciled in Germany.
• Does not apply where the Unlimited Liability section applies.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Germany, the liability limits cover all damage claims and claims against the other party's staff

Apart from the Unlimited Liability cases, the limitations of liability apply to all claims for damages irrespective of legal basis, including tort claims. They also apply to claims for a party's damages against the other party's employees, agents or bodies.

Supporting quotations

With the exception of liability in accordance with the “Unlimited Liability” section, the above limitations of liability shall apply to all claims for damages, irrespective of the legal basis including claims for tort damages. The above limitations of liability also apply in the case of claims for a party’s damages against the respective other party’s employees, agents or bodies.

Qualifications & exceptions

• Applies to Customers domiciled in Germany.
• Does not apply to the Unlimited Liability cases.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Italy, Sections 5.2, 5.3 and 12.2 are replaced by Italy-specific text

For Customers domiciled in Italy, Section 5.2 (Invoicing and Payment), Section 5.3 (Overdue Charges) and Section 12.2 (Anti-Corruption) are replaced with the Italy-specific sections that follow in the Agreement.

Supporting quotations

12.14 Local Law Requirements: Italy. With respect to Customers domiciled in Italy, Section 5.2 “Invoicing and Payment”, Section

5.3 “Overdue Charges,” and Section 12.2 “Anti Corruption” of this Agreement are replaced with the following sections respectively:

Qualifications & exceptions

• Applies only to Customers domiciled in Italy.

Legal Rights & Agreement Rules · Company commitment

For Customers in Italy, the anti-corruption statement is repeated with additional compliance terms

For Customers domiciled in Italy, the replacement Section 12.2 repeats the general statement that neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with the Agreement, and that reasonable gifts and entertainment in the ordinary course of business do not violate it. It adds the code of conduct terms described in the next card.

Supporting quotations

12.2 Anti-Corruption.

12.2.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

Qualifications & exceptions

• Applies to Customers domiciled in Italy.
• Reasonable gifts and entertainment in the ordinary course of business are permitted.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Italy, SFDC may terminate for cause over violations of Decree 231/2001 or the SFDC Code of Conduct

A Customer domiciled in Italy acknowledges that SFDC has adopted an Organization, Management and Control Model under Legislative Decree 231/2001 to prevent the crimes it provides for, and commits to comply with the principles in that Decree and in the SFDC Code of Conduct (available at a linked document). The Customer also acknowledges and agrees that a violation of those principles or provisions may entitle SFDC, depending on the severity of the violation, to terminate the Agreement for cause as set out in Section 11.3(i). The Decree is an Italian law cited by name and the Code of Conduct is linked; neither is supplied here.

Supporting quotations

12.2.2 Code of Conduct and Organization, Management and Control Model. Customer acknowledges that SFDC has adopted an Organization, Management and Control Model pursuant to Legislative Decree 231/2001 to prevent crimes provided for therein and commits to comply with the principles contained in the above Legislative Decree 231/2001 and in the SFDC Code of Conduct

Customer also acknowledges and agrees that the violation of the principles and the provisions contained in Legislative Decree 231/2001 and in the SFDC Code of Conduct by Customer may entitle SFDC, based on the severity of the violation, to terminate this Agreement for cause as set out in Section 11.3(i) above.

Qualifications & exceptions

• Applies to Customers domiciled in Italy.
• Termination depends on the severity of the violation.

Not stated here

• The text of Legislative Decree 231/2001 and the SFDC Code of Conduct is not supplied.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in Spain, mandatory Spanish statutory law prevails over the Agreement in a conflict

For Customers domiciled in Spain, if there is any conflict between a statutory law of Spain applicable to the Customer and the terms of the Agreement, the applicable statutory law prevails.

Supporting quotations

12.15 Local Law Requirements: Spain. With respect to Customers domiciled in Spain, in the event of any conflict between any statutory law in Spain applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail.

Qualifications & exceptions

• Applies to Customers domiciled in Spain.

Not stated here

• The text does not identify which Spanish statutes could conflict.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in India, Bengaluru courts have exclusive jurisdiction, subject to arbitration

For Customers domiciled in India, and subject to the Arbitration section, the courts located in Bengaluru, India have exclusive jurisdiction over any dispute relating to the Agreement, and each party consents to that jurisdiction. Those courts also have exclusive jurisdiction over matters arising from or connected with an award made under the Arbitration section. The Arbitration section provides for binding arbitration of disputes that are not resolved informally.

Supporting quotations

12.16 Local Law Requirements: India. With respect to Customers domiciled in India, the following shall apply:

12.16.1 Venue and Arbitration

A. Subject to the “Arbitration” Section below, the courts located in Bengaluru , India shall have exclusive jurisdiction over any dispute relating to this Agreement, and each party hereby consents to the exclusive jurisdiction of such courts.

the courts at Bengaluru, India shall have exclusive jurisdiction on matters arising from, relating to, or in connection with an award made under the “Arbitration” Section below

the Parties agree that it shall be settled by binding arbitration

Qualifications & exceptions

• Applies to Customers domiciled in India.
• Subject to the Arbitration section.

Legal Rights & Agreement Rules · Procedure

For Customers in India, disputes go to informal talks, then binding three-arbitrator arbitration seated in Bengaluru

For Customers domiciled in India, the parties first try to resolve any dispute, controversy or claim arising out of or relating to the Agreement in good faith through informal discussion. If it cannot be resolved within 10 business days from the date the dispute arose, it is settled by binding arbitration before three arbitrators: each party appoints one, and those two appoint the third and presiding arbitrator. The arbitration follows the Indian Arbitration and Conciliation Act, 1996, as amended. The seat and venue are Bengaluru, India, the language is English, and the panel's decision is final, conclusive and binding.

Supporting quotations

B. Arbitration. In the event of any dispute, controversy or claim between the Parties hereto arising out of or relating to this Agreement, the Parties shall first seek to resolve the dispute in good faith through informal discussion. If such dispute, controversy, or claim cannot be resolved informally within a period of 10 (ten) business days from the date on which the dispute arose, the Parties agree that it shall be settled by binding arbitration to be held before a panel consisting of 3 (three) arbitrators, where each Party shall appoint an arbitrator and such arbitrators shall appoint the third and presiding arbitrator.

The arbitration shall be conducted in accordance with provisions of the (Indian) Arbitration and Conciliation Act, 1996, as amended from time to time (“Arbitration Act”). The seat and venue of the arbitration shall be Bengaluru , India. The language of the arbitration shall be English.

The arbitration panel's decision shall be final, conclusive and binding on the parties to the arbitration.

Qualifications & exceptions

• Applies to Customers domiciled in India.
• Arbitration follows 10 business days of unsuccessful informal discussion.

Not stated here

• The text of the Indian Arbitration and Conciliation Act, 1996 is not supplied.

Legal Rights & Agreement Rules · User right or choice

For Customers in India, either party may ask the Bengaluru courts for interim measures, including injunctions

Either party may seek interim measures under section 9 of the Arbitration Act, including injunctive relief about the Agreement or the parties' performance of it, from the courts in Bengaluru, India, without prejudice to any other right under the Arbitration Act and other applicable laws.

Supporting quotations

The Parties agree that any of them may seek interim measures under section 9 of the Arbitration Act, including injunctive relief in relation to the provisions of this Agreement or the Parties' performance of it from courts in Bengaluru, India, without prejudice to any other right the Parties may have under the Arbitration Act and other applicable laws.

Qualifications & exceptions

• Applies to Customers domiciled in India.

Not stated here

• Section 9 of the Arbitration Act is cited by name only and its text is not supplied.

Legal Rights & Agreement Rules · Procedure

For Customers in India, arbitration costs are split, fees may shift to the winner, and the proceedings are confidential

The parties each pay one-half of the costs and expenses of the arbitration and each separately pays its own counsel fees and expenses. In the arbitration panel's judgment, the prevailing party may be entitled to recover its fees and expenses. All dispute resolution proceedings, all matters about them and all documents and submissions made in them are strictly confidential and subject to the Confidentiality section of the Agreement.

Supporting quotations

The Parties shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its respective counsel fees and expenses. The prevailing Party may, in the judgement of the arbitration panel, be entitled to recover its fees and expenses.

All dispute resolution proceedings, all matters pertaining to such proceedings and all documents and submissions made pursuant thereto shall be strictly confidential and subject to the provisions of “Confidentiality” Section of this Agreement.

limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement

Qualifications & exceptions

• Applies to Customers domiciled in India.
• Fee recovery by the prevailing party is for the panel to decide.

Legal Rights & Agreement Rules · Restriction or exception

For Customers in the UK, pre-contract statements are not relied on and remedies are limited to breach, except fraud

For Customers domiciled in the United Kingdom, the Entire Agreement and Order of Precedence section is replaced. It keeps the general rules: the Agreement is the whole agreement about the Customer's use of the Services, Customer purchase-order terms (other than Order Forms) are void, and the order of precedence is the Order Form, then the Agreement, then the Documentation. It adds that no representation, undertaking or promise is treated as given or implied from anything said or written in pre-contract negotiations except as expressly stated in the Agreement, and neither party has a remedy for an untrue statement the other made that it relied on in entering the Agreement (unless made fraudulently); the party's only remedies are for breach of contract as provided in the Agreement.

Supporting quotations

12.17 Local Law Requirements: United Kingdom. With respect to Customers domiciled in the United Kingdom, Section

12.3 “Entire Agreement and Order of Precedence” of this Agreement is replaced with the following section:

No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering this Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in this Agreement.

The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3)

the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder

as updated from time to time

Qualifications & exceptions

• Applies only to Customers domiciled in the United Kingdom.
• The no-remedy rule for untrue statements does not apply to a statement made fraudulently.

Legal Rights & Agreement Rules · Context

EU Data Act terms govern switching and deletion requests by Customers domiciled in the EU or EEA

A section headed "EU Data Act Terms" sets out how Switching Requests and Deletion Requests are handled under Regulation (EU) 2023/2854, the EU Data Act. It governs requests made by a Customer domiciled in a member state of the EU or EEA. The Regulation is cited by name; its text is not supplied.

Supporting quotations

12 18 EU Data Act Terms: Law Requirements for Customers domiciled in EU/EEA

The following EU Data Act Terms (“EU Data Act Terms”) govern all Switching and/or Deletion Requests made by a Customer (as defined below) pursuant to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023

Qualifications & exceptions

• Applies to Customers domiciled in a member state of the EU/EEA.

Not stated here

• The text of the EU Data Act is not supplied.

Legal Rights & Agreement Rules · Restriction or exception

The Customer must hold all needed rights for a switch or deletion and indemnifies SFDC against impacted parties' claims

Several entities, including the Customer's Affiliates and Users, may buy or use the Services and could be affected by a Switching or Deletion Request; these "Impacted Parties" are other than the Customer making the request. It is the Customer's sole responsibility to ensure it has all rights and permissions concerning the request and the Customer Data before exercising its rights. The Customer will defend and indemnify SFDC and its Affiliates against claims by Impacted Parties that the request infringes their rights or licenses, subject to SFDC giving prompt notice, the Customer controlling the defense and settlement, and reasonable assistance at the Customer's expense.

Supporting quotations

(4) Indemnification. Several legal entities may be entitled to purchase or use Services under the Agreement (including without limitation Customer’s Affiliates and Users) and such entities other than the Customer making the request could therefore be impacted by the Switching Request or Deletion Request in accordance with this section (“Impacted Parties”). It is the Customer's sole responsibility to ensure that Customer has all rights and permissions concerning the Switching or the Deletion Requests and the Customer Data before exercising its rights hereunder.

Customer will defend SFDC and its Affiliates against any claim, demand, suit or proceeding made or brought against SFDC by Impacted Parties (a) alleging that the Switching or Deletion Request infringes such Impacted Party’s rights or licenses

Qualifications & exceptions

• Applies to Switching and Deletion Requests under the EU Data Act terms.

Legal Rights & Agreement Rules · Restriction or exception

EU/EEA Customers defend and indemnify SFDC against claims by Impacted Parties over switching or deletion

The Customer will defend SFDC and its Affiliates against any third-party claim brought against SFDC by Impacted Parties alleging that the Switching or Deletion Request infringes the Impacted Party's rights or licenses, and will indemnify SFDC for damages, attorney fees and costs finally awarded, or amounts paid under a settlement the Customer approved in writing. SFDC must (A) promptly give the Customer written notice, (B) give the Customer sole control of the defense and settlement (the Customer may not settle unless it unconditionally releases SFDC of all liability), and (C) give all reasonable assistance at the Customer's expense. The obligations do not apply if the claim arises from SFDC's breach of the Agreement, the Documentation or applicable Order Forms.

Supporting quotations

Customer will defend SFDC and its Affiliates against any claim, demand, suit or proceeding made or brought against SFDC by Impacted Parties (a) alleging that the Switching or Deletion Request infringes such Impacted Party’s rights or licenses and will indemnify SFDC from any damages, attorney fees and costs finally awarded against SFDC as a result of, or for any amounts paid by SFDC under a settlement approved by Customer in writing of, such a claim against SFDC

provided SFDC (A) promptly gives Customer written notice of such a claim against SFDC, (B) gives Customer sole control of the defense and settlement of such a claim against SFDC (except that Customer may not settle any such claim against SFDC unless it unconditionally releases SFDC of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense.

The above defense and indemnification obligations do not apply if such a claim against SFDC arises from SFDC’s breach of this Agreement, the Documentation or applicable Order Forms.

“Impacted Parties”

Qualifications & exceptions

• Applies to Switching and Deletion Requests under the EU Data Act terms and to claims by Impacted Parties, meaning Affiliates, Users and other entities besides the requesting Customer.
• Excluded where the claim arises from SFDC's own breach.

Legal Rights & Agreement Rules · Restriction or exception

SFDC is not liable for damages from switching or deletion; the Customer assumes responsibility for the data

SFDC is not liable for any damages, losses, costs or expenses arising out of or in connection with the Switching or Deletion Request. The exclusion includes, without limitation, issues about Customer Data integrity or loss, system downtime, compatibility issues or any other disruption or failure during or as a result of the request. The Customer assumes full responsibility for the successful switching or deletion of Customer Data. The paragraph states no exception, for example for SFDC's own breach or for liability the law does not allow to be excluded.

Supporting quotations

(5) Liability. SFDC shall not be liable for any damages, losses, costs, or expenses arising out of or in connection with the Switching and/or the Deletion Request. This exclusion of liability includes, but is not limited to, any issues related to Customer Data integrity or loss, system downtime, compatibility issues, or any other disruptions or failures that may occur during or as a result of the Switching and/or the Deletion Request.

The Customer assumes full responsibility for the successful Switching or deletion of Customer Data.

“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.

Qualifications & exceptions

• Applies to Switching and Deletion Requests under the EU Data Act terms.

Not stated here

• The paragraph does not say how it interacts with the Limitation of Liability section, the exceptions in it, or mandatory law.

Cross-references

• contrast (model-proposed): During switching SFDC provides reasonable assistance, but is not liable for damages arising from switching or deletion — contrast: SFDC commits to reasonable assistance, due care and the agreed level of security during switching, yet excludes all liability for damages arising from the switching or deletion request.