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.
Account & Service Control · Context
Free trials and Free Services are also covered, and the Free Services section wins conflicts
The Agreement says its applicable provisions also govern a free trial or free services the Customer registers for. "Free Services" are Services SFDC offers free of charge, and the definition excludes free trials and Purchased Services. The Free Services section (2.7) adds that if it conflicts with any other part of the Agreement, 2.7 controls, so where the two conflict, the Free Services section prevails over the general terms.
Supporting quotations
IF CUSTOMER REGISTERS FOR A FREE TRIAL OF SFDC SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
“Free Services” means Services that SFDC makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
In the event of a conflict between this section and any other portion of this Agreement, this section shall control.
Qualifications & exceptions
Only "applicable provisions" apply to a free trial or Free Services.
Section 2.7 controls if it conflicts with any other portion of the Agreement.
Not stated here
Which provisions count as "applicable" to free use is not listed in the opening paragraph.
Account & Service Control · Procedure
Three ways of accepting: clicking a box, signing an Order Form, or using Free Services
The Customer agrees to the Agreement by clicking a box showing acceptance, by executing an Order Form that references the Agreement, or by using Free Services. Using Free Services is therefore itself an acceptance, without a separate click or signature.
Supporting quotations
BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
Qualifications & exceptions
Acceptance happens by any one of the three listed acts.
Account & Service Control · Restriction or exception
A person accepting for a company says they can bind it and its affiliates
If someone accepts on behalf of a company or other legal entity, they represent that they have authority to bind that entity and its Affiliates, and "Customer" then means the entity and its Affiliates. A person without that authority, or who does not agree with the terms, must not accept and may not use the Services.
Supporting quotations
IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES
IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Qualifications & exceptions
Applies only to an individual accepting on behalf of a company or other legal entity.
The ban on use applies to a person who lacks authority or does not agree.
Account & Service Control · Restriction or exception
Services may not be accessed to monitor them or to benchmark
The Services may not be accessed to monitor their availability, performance or functionality, or for any other benchmarking or competitive purposes. The sentence has no exception stated in this block.
Supporting quotations
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Not stated here
Whether Documentation or an Order Form gives any permission for monitoring or benchmarking is not shown here.
Account & Service Control · Restriction or exception
SFDC's direct competitors may not access the Services without written consent
SFDC's direct competitors are prohibited from accessing the Services unless SFDC gives prior written consent.
Supporting quotations
SFDC’s direct competitors are prohibited from accessing the Services, except with SFDC’s prior written consent.
Qualifications & exceptions
Exception: SFDC's prior written consent.
Not stated here
"Direct competitors" is not defined in the supplied text.
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.
Account & Service Control · Context
"Customer" can be a person or a company plus affiliates that sign Order Forms
"Customer" means the individual who accepts for himself or herself, or the company or entity on whose behalf the individual accepts plus Affiliates that have entered into Order Forms, for as long as they remain Affiliates. An Affiliate is an entity controlled by, controlling or under common control with the entity, where control means more than 50% of voting interests. An Affiliate that signs an Order Form agrees to be bound by the Agreement as if it were an original party.
Supporting quotations
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
Qualifications & exceptions
Affiliates count as Customer only for so long as they remain Affiliates and only if they have entered into Order Forms.
Control means direct or indirect ownership or control of more than 50% of the voting interests.
Content & IP Rights · Context
"Customer Data" is data submitted to the online Services, not Non-SFDC Applications
"Customer Data" means electronic data and information submitted by or for the Customer to the online Services. It excludes Non-SFDC Applications. Later sections that protect, license or delete "Customer Data" reach only what falls inside this definition.
Supporting quotations
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Limited to data submitted by or for the Customer to the online Services.
Excludes Non-SFDC Applications.
Not stated here
This definition does not say whether data SFDC generates about use of the Services is Customer Data.
"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.
Account & Service Control · Context
Services include paid, free, trial and beta offerings; Purchased and Free are separate
"Services" are the products and services ordered under an Order Form or online purchasing portal, or provided free of charge or under a free trial, made available online by SFDC including associated offline or mobile components as described in the Documentation. They exclude Non-SFDC Applications. "Purchased Services" are those bought under an Order Form or portal, as distinct from Free Services or trial services. "Beta Services" are optional no-charge offerings designated beta, pilot, limited release, developer preview, non-production, evaluation or similar.
Supporting quotations
“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by SFDC, including associated SFDC offline or mobile components, as described in the Documentation. “Services” exclude Non-SFDC Applications.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.
“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge
Qualifications & exceptions
Services exclude Non-SFDC Applications.
Beta Services are tried at the Customer's option and at no additional charge.
Sharing & Disclosure · Context
Third-party apps from a Marketplace are "Non-SFDC Applications" outside the Services
A "Non-SFDC Application" is web-based, mobile, offline or other software that interoperates with a Service and is provided by the Customer or a third party and/or listed on a Marketplace, including under a Salesforce Labs or similar label. Those provided by anyone other than the Customer will be identifiable as such. A "Marketplace" is an online directory of applications that interoperate with the Services, for example AppExchange, the Mulesoft Anypoint Exchange or the Heroku Elements Marketplace, and any successor sites.
Supporting quotations
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace including as Salesforce Labs or under similar designation. Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable as such.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services
Qualifications & exceptions
Applications obtained or provided by the Customer need not be identifiable as Non-SFDC Applications.
Security & Safeguards · Context
"Malicious Code" means code intended to do harm
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and Trojan horses. The term is used later in the usage restrictions.
Supporting quotations
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
Account & Service Control · Context
"User" is an individual the Customer authorizes, with a login where authentication is used
A "User" is the individual accepting on his or her own behalf or, when a company accepts, an individual the Customer has authorized to use a Service. The Customer must have purchased a subscription for that person (or, for Services SFDC provides without charge, the Service must have been provisioned for them), and the Customer or, on its request, SFDC must have supplied a user identification and password where the Service uses authentication. Users may include employees, consultants, contractors and third parties the Customer does business with.
Supporting quotations
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by SFDC without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, SFDC at Customer’s request) has supplied a user identification and password (for Services utilizing authentication).
Users may include, for example, employees, consultants, and contractors of Customer and third parties with which Customer transacts business.
the company or other legal entity for which such individual is accepting this Agreement
Qualifications & exceptions
A subscription or provisioning, and a login for services that use authentication, are part of the definition.
Users can be third parties the Customer transacts with, not only employees.
Account & Service Control · Company commitment
SFDC will try to keep Purchased Services available 24/7, with listed exceptions
SFDC will use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week. This is an effort commitment, not a guarantee. It excludes planned downtime, for which SFDC will give advance electronic notice, and unavailability caused by circumstances beyond SFDC's reasonable control, which the clause lists as including acts of God or government, fire, strikes (other than ones involving SFDC employees), internet service provider failure, a Non-SFDC Application, or a denial of service attack.
Supporting quotations
(c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which SFDC shall give advance electronic notice)
(ii) any unavailability caused by circumstances beyond SFDC’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving SFDC employees), Internet service provider failure or delay, Non-SFDC Application, or denial of service attack
Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
"Commercially reasonable efforts", not an absolute uptime promise.
Planned downtime and events beyond SFDC's reasonable control are excepted.
Covers the online Purchased Services.
Not stated here
No uptime percentage or remedy for downtime is stated in this clause; any in the Documentation or an Order Form is not supplied.
Account & Service Control · Company commitment
SFDC provides the Services as the Order Forms and Documentation describe, with standard support for Purchased Services
SFDC will make the Services available under the Agreement, the applicable Order Forms and the Documentation. For Purchased Services it will provide standard support at no additional charge, and upgraded support if the Customer buys it. Support is stated only for Purchased Services; what support Free Services or free trials receive is not stated in this clause.
Supporting quotations
(a) make the Services available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable SFDC standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
Qualifications & exceptions
Support at no additional charge is stated for Purchased Services only.
Not stated here
The scope and hours of "standard support" are not described in this clause.
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.
Security & Safeguards · Company commitment
SFDC commits to administrative, physical and technical safeguards for Customer Data
SFDC will maintain appropriate administrative, physical and technical safeguards for the security, confidentiality and integrity of Customer Data, as described in the Documentation. They will include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data, other than access or disclosure by the Customer or Users. The detail of the safeguards sits in the Documentation, which can be updated from time to time.
Supporting quotations
SFDC will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation.
measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users)
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
as updated from time to time
Qualifications & exceptions
Safeguards are "as described in the Documentation".
The prevention measures do not cover access or disclosure by the Customer or Users.
Not stated here
The specific safeguards are in the Documentation, which is not supplied.
Use & Processing · Context
A data processing addendum is incorporated, with transfer mechanisms for EEA, UK and Swiss personal data
The data processing addendum (DPA) posted at a Salesforce legal web page as of the Effective Date is incorporated by reference. When personal data from the European Economic Area, the United Kingdom or Switzerland is processed by SFDC, its Processor Binding Corporate Rules and/or the Standard Contractual Clauses apply as set out in the DPA. For those clauses the Customer and its applicable Affiliates are each the data exporter, and the Customer's acceptance of the Agreement, or an Affiliate's execution of an Order Form, counts as executing the clauses and their appendices.
Supporting quotations
The terms of the data processing addendum at https://www.salesforce.com/company/legal/agreements/ (“DPA”) posted as of the Effective Date are hereby incorporated by reference.
To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by SFDC, its Processor Binding Corporate Rules,, and/or the Standard Contractual Clauses shall apply, as further set forth in the DPA.
For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices.
Qualifications & exceptions
Applies to personal data from the EEA, UK and Switzerland that SFDC processes.
The DPA version incorporated is the one posted as of the Effective Date.
Not stated here
The DPA text is not supplied, so what it says about processing, sub-processors or onward transfers is unknown.
Retention & Deletion · Procedure
After termination, Customer has 30 days to ask for its data; later SFDC will delete it
If the Customer asks within 30 days after the effective date of termination or expiration, SFDC will make Customer Data available for export or download as provided in the Documentation. After the 30 days SFDC has no obligation to maintain or provide Customer Data and, as the Documentation provides, will delete or destroy all copies in its systems or otherwise in its possession or control, unless legally prohibited.
Supporting quotations
Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, SFDC will make Customer Data available to Customer for export or download as provided in the Documentation.
After such 30-day period, SFDC will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
Qualifications & exceptions
The request must be made by the Customer within 30 days after termination or expiration.
Deletion is subject to a legal prohibition and to the Documentation's procedure.
Not stated here
The deletion timeline after the 30 days is in the Documentation, which is not supplied.
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.
Account & Service Control · Permission or license
Beta Services are optional and no-charge, under their own separate terms
SFDC may offer Beta Services at no charge. The Customer chooses in its sole discretion whether to try them. Any use of Beta Services is subject to separate Beta Services terms posted at a Salesforce legal web page.
Supporting quotations
From time to time, SFDC may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms at https://www.salesforce.com/company/legal/agreements/.
“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge
Qualifications & exceptions
Optional for the Customer.
Separate Beta Services terms apply to any use.
Not stated here
The Beta Services terms are not supplied.
Use & Processing · Company commitment
Services may include AI features; AI processing of Customer Data follows the Customer's documented instructions
The Services may include artificial intelligence features. SFDC says it is committed to responsible development of AI in the Services, as described in a linked document. Processing of Customer Data by Services that include AI features will only be in accordance with the Customer's documented instructions.
Supporting quotations
The Services may comprise or include artificial intelligence (“AI”) features or functionality.
Processing of Customer Data by Services that include AI features or functionality will only be in accordance with Customer’s documented instructions.
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Limited to processing of Customer Data by Services that include AI features.
The responsible-development statement is a commitment pointing to a linked document, not a term described here.
Not stated here
What counts as "documented instructions", and how they are given, is not stated in this clause.
The linked AI document is not supplied.
Account & Service Control · Company practice
A free trial ends at the earliest of its end, a purchased subscription, or SFDC ending it at will
If the Customer registers on SFDC's or an Affiliate's website for a free trial, SFDC makes the Service available free of charge until the earliest of (a) the end of the trial period registered for, (b) the start date of any Purchased Service subscription ordered for that Service, or (c) termination by SFDC in its sole discretion. Additional trial terms on the registration page are incorporated and legally binding. The next paragraph warns that data and customizations from the trial are permanently lost unless the Customer buys a subscription to the same Services, buys applicable upgraded Services, or exports the data before the end of the trial.
Supporting quotations
SFDC will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by SFDC in its sole discretion.
Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
Qualifications & exceptions
SFDC may end the trial at any time in its sole discretion.
Registration-page terms are binding additions.
Data from the trial is lost unless a qualifying subscription is bought or the data is exported before the trial ends.
Not stated here
The registration page terms are not supplied.
Retention & Deletion · Restriction or exception
Trial data and customizations are permanently lost unless bought, upgraded or exported before the trial ends
Any data the Customer enters, and any customizations made, during a free trial are permanently lost unless the Customer buys a subscription to the same Services as the trial, buys applicable upgraded Services, or exports the data before the end of the trial period. Trial data and customizations cannot be moved to a Service that would be a downgrade from the trial (the clause gives Enterprise to Professional Edition as an example). A Customer who buys a downgrade must export its Customer Data before the trial ends or it will be permanently lost.
Supporting quotations
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL
until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s)
Qualifications & exceptions
Applies to data entered and customizations made during the free trial.
A downgrade purchase does not carry the trial data over.
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.
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.
The Customer is told to review the Documentation during the trial
The Customer shall review the applicable Service's Documentation during the trial period to become familiar with the features and functions before making a purchase.
Supporting quotations
CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.
Account & Service Control · Restriction or exception
Free Services come with usage limits; going over them requires buying more
SFDC may make Free Services available, and use is subject to the Agreement. Free Services are provided without charge up to limits described in the Documentation, and usage over those limits requires the Customer to purchase additional resources or services. If this section conflicts with any other portion of the Agreement, this section controls.
Supporting quotations
SFDC may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control.
Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services.
“Free Services” means Services that SFDC makes available to Customer free of charge.
as updated from time to time
Qualifications & exceptions
Limits are those described in the Documentation.
This section controls over conflicting parts of the Agreement.
Not stated here
The actual free-use limits are in the Documentation and are not supplied.
Account & Service Control · Permission or license
SFDC can end Free Services access at any time, for any reason, without notice or liability
The Customer agrees that SFDC, in its sole discretion and for any or no reason, may terminate its access to the Free Services or any part of them. The termination may be without prior notice, and SFDC will not be liable to the Customer or any third party for it.
Supporting quotations
Customer agrees that SFDC, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that SFDC will not be liable to Customer or any third party for such termination.
Qualifications & exceptions
Applies to access to Free Services; Purchased Services are covered by the termination sections.
Customer must export Free Services data itself, with a reasonable chance to retrieve it if SFDC ends the account
The Customer is solely responsible for exporting Customer Data from the Free Services before its access ends for any reason. But if SFDC terminates the Customer's account, then, except as required by law, SFDC will provide the Customer a reasonable opportunity to retrieve its Customer Data. The text does not say how long a reasonable opportunity is.
Supporting quotations
Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if SFDC terminates Customer’s account, except as required by law SFDC will provide Customer a reasonable opportunity to retrieve its Customer Data.
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
The retrieval opportunity applies if SFDC terminates the Customer's account.
"Except as required by law" qualifies SFDC's commitment.
Not stated here
The length of a "reasonable opportunity" is not stated.
Whether the 30-day post-termination export request period in the Protection of Customer Data section also applies to Free Services is not stated here.
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.
Purchased Services are bought as subscriptions; added seats are prorated and end with the base term
Unless an Order Form or the Documentation says otherwise, Purchased Services are purchased as subscriptions for the term stated in the Order Form or online purchasing portal. Subscriptions can be added during a term at the same pricing as the underlying subscription, prorated for the part of the term remaining, and any added subscriptions end on the same date as the underlying ones.
Supporting quotations
Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
Qualifications & exceptions
"Unless otherwise provided in the applicable Order Form or Documentation".
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.
Charges & Financial Obligations · Procedure
If the Customer exceeds a usage limit, SFDC may work to reduce usage, then require more purchased quantity or payment
Services are subject to usage limits in Order Forms and the Documentation. If the Customer exceeds a contractual usage limit, SFDC may work with it to reduce usage to the limit. If the Customer is unable or unwilling to comply despite SFDC's efforts, it will promptly sign an Order Form for additional quantities when SFDC asks, and/or pay an invoice for excess usage under the Invoicing and Payment section.
Supporting quotations
Services are subject to usage limits specified in Order Forms and Documentation.
If Customer exceeds a contractual usage limit, SFDC may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding SFDC’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services promptly upon SFDC’s request, and/or pay any invoice for excess usage
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder
Qualifications & exceptions
The first step is SFDC working with the Customer; paying for more quantity applies if the Customer is unable or unwilling to comply.
Not stated here
The limits themselves are in Order Forms and the Documentation, which are not supplied.
The price for additional quantities is not stated in this clause.
Account & Service Control · Restriction or exception
The Customer answers for its Users' compliance with the Agreement, Documentation and Order Forms
The Customer is responsible for Users' compliance with the Agreement, the Documentation and the Order Forms. A User is an individual the Customer has authorized, so the Customer carries the responsibility for the conduct of everyone it provisions, including third parties the definition allows.
Supporting quotations
Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms
an individual who is authorized by Customer to use a Service
Content & IP Rights · Restriction or exception
The Customer is responsible for the accuracy, quality and legality of its data and how it got it
The Customer is responsible for the accuracy, quality and legality of Customer Data, the means by which it acquired Customer Data, its use of Customer Data with the Services, and the interoperation of any Non-SFDC Applications it uses with the Services.
Supporting quotations
(b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-SFDC Applications with which Customer uses Services
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Security & Safeguards · Procedure
The Customer must try to prevent unauthorized access and tell SFDC promptly if it happens
The Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and will notify SFDC promptly of any such unauthorized access or use.
Supporting quotations
(c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify SFDC promptly of any such unauthorized access or use
Qualifications & exceptions
The effort standard is "commercially reasonable efforts"; the notice duty is "promptly".
Account & Service Control · Restriction or exception
Use must follow the Agreement, Documentation, two acceptable use policies, Order Forms, laws and Non-SFDC app terms
The Customer must use the Services only in accordance with the Agreement, the Documentation, the Acceptable Use and External Facing Services Policy, the Artificial Intelligence Acceptable Use Policy (both at a Salesforce legal web page), Order Forms and applicable laws and government regulations. It must also comply with the terms of service of any Non-SFDC Applications it uses with the Services.
Supporting quotations
(d) use Services only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy and the Artificial Intelligence Acceptable Use Policy both available at https://www.salesforce.com/company/legal/agreements/, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-SFDC Applications with which Customer uses Services.
as updated from time to time
Not stated here
The two acceptable use policies are linked but not supplied here.
Account & Service Control · Permission or license
SFDC may suspend the Services immediately for breaches that threaten security, but should try to give notice first
If the Customer or Users use the Services in breach of the obligations above in a way that, in SFDC's judgment, threatens the security, integrity or availability of SFDC's services, SFDC may suspend the Services immediately. SFDC will use commercially reasonable efforts under the circumstances to give the Customer notice and an opportunity to remedy the violation or threat before suspending.
Supporting quotations
Any use of the Services in breach of the foregoing by Customer or Users that in SFDC’s judgment threatens the security, integrity or availability of SFDC’s services, may result in SFDC’s immediate suspension of the Services, however SFDC will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
Qualifications & exceptions
The trigger is SFDC's own judgment that the breach threatens security, integrity or availability.
The notice and remedy opportunity is a commercially reasonable efforts commitment "under the circumstances", not a guarantee.
Account & Service Control · Restriction or exception
The Customer may not let others use the Services or resell them
The Customer will not make a Service available to anyone other than the Customer or its Users, or use a Service for the benefit of anyone other than the Customer or its Affiliates, unless an Order Form or the Documentation expressly says otherwise. It also may not sell, resell, license, sublicense, distribute, rent or lease a Service, or include it in a service bureau or outsourcing offering.
Supporting quotations
(a) make any Service available to anyone other than Customer or Users, or use any Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or include any Service in a service bureau or outsourcing offering
Qualifications & exceptions
The first restriction can be changed by an Order Form or the Documentation.
Account & Service Control · Restriction or exception
No unlawful or privacy-violating material, and no Malicious Code, in a Service or Non-SFDC Application
The Customer will not use a Service or a Non-SFDC Application to store or transmit infringing, libelous or otherwise unlawful or tortious material, or material that violates third-party privacy rights. It also may not use a Service or Non-SFDC Application to store or transmit Malicious Code, meaning code intended to do harm such as viruses, worms, time bombs and Trojan horses.
Supporting quotations
(c) use a Service or Non-SFDC Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-SFDC Application to store or transmit Malicious Code
“Malicious Code” means code, files, scripts, agents or programs intended to do harm
Security & Safeguards · Restriction or exception
No interfering with the Services, unauthorized access, or getting around usage limits or SFDC's intellectual property
The Customer will not interfere with or disrupt the integrity or performance of any Service or third-party data in it, attempt to gain unauthorized access to a Service or its related systems or networks, or permit access to or use of Services in a way that circumvents a contractual usage limit. It also may not use the Services to access, copy or use SFDC intellectual property except as the Agreement, an Order Form or the Documentation permit.
Supporting quotations
(e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of SFDC intellectual property except as permitted under this Agreement, an Order Form, or the Documentation
Content & IP Rights · Restriction or exception
No modifying, copying or framing the Services, and no reverse engineering except where law permits
The Customer will not modify, copy or create derivative works of a Service or any part, feature, function or user interface of it. It may not frame or mirror any part of a Service, other than on its own intranets or for its own internal business purposes or as the Documentation permits. Except to the extent applicable law permits, it may not disassemble, reverse engineer or decompile a Service, or access it to build a competitive product or service, build one using similar ideas, features, functions or graphics, copy any ideas, features, functions or graphics of the Service, or determine whether the Services are within any patent.
Supporting quotations
(h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
Qualifications & exceptions
Framing is allowed on the Customer's own intranets, for its own internal business purposes or as the Documentation permits.
The reverse-engineering ban applies "except to the extent permitted by applicable law".
Sharing & Disclosure · Procedure
The Customer must promptly remove a Non-SFDC Application it is told must be removed; SFDC can disable the Service or app
If the Customer is notified, including by SFDC, that a Non-SFDC Application may no longer be used or must be removed, modified or disabled to avoid violating applicable law, third-party rights or the Acceptable Use and External Facing Services Policy, it must promptly do so. If it does not, or if in SFDC's judgment continued violation is likely to reoccur, SFDC may disable the applicable Service and/or Non-SFDC Application. If SFDC asks, the Customer must confirm the deletion and discontinuance in writing, and SFDC may give a copy of that confirmation to any third-party claimant or governmental authority.
Supporting quotations
If Customer receives notice, including from SFDC, that a Non-SFDC Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so.
If Customer does not take the required action, in accordance with the above, or if in SFDC’s judgment continued violation is likely to reoccur, SFDC may disable the applicable Service and/or Non-SFDC Application.
If requested by SFDC, Customer shall confirm its deletion and discontinuance in writing and SFDC shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.
Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
The trigger is a notice, which can come from SFDC or another source.
SFDC's disabling power also applies where, in SFDC's judgment, a violation is likely to reoccur.
Sharing & Disclosure · Restriction or exception
Dealings and data exchange with third-party apps are between the Customer and the provider; SFDC is not responsible
SFDC or third parties may offer third-party products or services, including Non-SFDC Applications and consulting or implementation services, for example through a Marketplace. Any acquisition of them, and any exchange of data between the Customer and a Non-SFDC provider, product or service, is solely between the Customer and that provider. SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by a Non-SFDC Application or its provider.
Supporting quotations
SFDC or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-SFDC Applications and implementation and other consulting services.
Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-SFDC provider, product or service is solely between Customer and the applicable Non-SFDC provider. SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFDC Application or its provider.
measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users)
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services
Qualifications & exceptions
Applies to Non-SFDC products and services, not to the Services.
Not stated here
The SFDC safeguards commitment is framed as measures against unauthorized access or disclosure, excluding access by the Customer or Users; the text does not say how it fits with access by a Non-SFDC Application the Customer chose to use.
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.
Account & Service Control · Permission or license
SFDC may stop features that connect to a Non-SFDC Application, without refund or credit
The Services may include features designed to work with Non-SFDC Applications. SFDC cannot guarantee those applications will stay available. If a Non-SFDC Application stops working with the matching Service features in a manner acceptable to SFDC, or is no longer available, SFDC may stop providing the features designed to work with it, and the Customer is not entitled to a refund, credit or other compensation.
Supporting quotations
SFDC cannot guarantee the continued availability of such Non-SFDC Applications, and may cease providing the features designed to interoperate with them without entitling Customer to any refund, credit, or other compensation, in the event a Non-SFDC Application no longer interoperates with the corresponding Service features in a manner acceptable to SFDC or is no longer available.
SFDC does not warrant or support Non-SFDC Applications or other non-SFDC products or services
Qualifications & exceptions
Applies where the Non-SFDC Application no longer interoperates in a manner acceptable to SFDC, or is no longer available.
Charges & Financial Obligations · Restriction or exception
Fees follow subscriptions, not usage; payments are non-cancelable and non-refundable, with exceptions
The Customer pays all fees specified in Order Forms. Unless the Agreement or an Order Form says otherwise, fees are based on subscriptions purchased and not actual usage, payment obligations are non-cancelable and fees paid are non-refundable, and quantities purchased cannot be decreased during the subscription term. The "except as otherwise specified" opening matters because other sections do provide refunds in some cases, for example when SFDC ends a subscription after an infringement claim and refunds prepaid fees for the rest of the term.
Supporting quotations
Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
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
Applies "except as otherwise specified herein or in an Order Form".
Not stated here
Other refund provisions are explained where they appear; this card does not list them all.
Charges & Financial Obligations · Permission or license
By giving a credit card, the Customer authorizes charges for all Purchased Services, including renewal terms
The Customer must provide valid and updated credit card information, or a valid purchase order or alternative document reasonably acceptable to SFDC. If it provides credit card information, it authorizes SFDC to charge the card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription terms as set out in the Term of Purchased Subscriptions section. Under that section, unless an Order Form says otherwise, subscriptions renew automatically for one year unless either party gives written notice at least 30 days before the term ends, so card authorization carries into automatic renewals. Charges are made in advance, annually or on the billing frequency in the Order Form.
Supporting quotations
Customer will provide SFDC with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to SFDC. If Customer provides credit card information to SFDC, Customer authorizes SFDC to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
Qualifications & exceptions
The authorization covers the initial term and renewal terms.
Charges are in advance, annually unless the Order Form states a different frequency.
Charges & Financial Obligations · Procedure
If not paying by card, SFDC invoices in advance and invoiced fees are due 30 days from the invoice date
If the Order Form calls for a payment method other than a credit card, SFDC invoices the Customer in advance and otherwise as the Order Form says. Unless the Order Form states otherwise, invoiced fees are due net 30 days from the invoice date. The Customer is responsible for giving complete and accurate billing and contact information and for telling SFDC about changes.
Supporting quotations
If the Order Form specifies that payment will be by a method other than a credit card, SFDC will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date.
Customer is responsible for providing complete and accurate billing and contact information to SFDC and notifying SFDC of any changes to such information.
Qualifications & exceptions
Net 30 applies unless the Order Form states otherwise.
Charges & Financial Obligations · Company practice
Overdue invoices can accrue 1.5% monthly interest, and SFDC may require shorter payment terms later
If an invoiced amount is not received by the due date, the charges may accrue late interest at 1.5% of the outstanding balance per month or the maximum rate the law permits, whichever is lower, and/or SFDC may condition future subscription renewals and Order Forms on payment terms shorter than the standard ones. These remedies are in addition to SFDC's other rights and remedies.
Supporting quotations
If any invoiced amount is not received by SFDC by the due date, then without limiting SFDC’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) SFDC may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
Qualifications & exceptions
Interest is the lower of 1.5% per month and the legal maximum.
Section 5.5 limits when SFDC may use these rights if charges are disputed in good faith.
Charges & Financial Obligations · Permission or license
After 30 days overdue (10 for card charges), SFDC may accelerate unpaid fees and suspend Services
If any charge owed under this or any other agreement for services is 30 days or more overdue, or 10 or more days overdue for amounts the Customer authorized SFDC to charge to its credit card, SFDC may make all unpaid fee obligations under those agreements immediately due and payable and suspend Services until paid in full. Before suspending, SFDC will give at least 10 days' prior notice that the account is overdue, using the billing notice method, except for customers paying by credit card or direct debit whose payment has been declined, who get no such advance notice. The rule reaches fees under other agreements for services with SFDC, not only this one.
Supporting quotations
If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized SFDC to charge to Customer’s credit card), SFDC may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full
provided that, other than for customers paying by credit card or direct debit whose payment has been declined, SFDC will give Customer at least 10 days’ prior notice that its account is overdue
Qualifications & exceptions
Applies to charges under this or any other agreement for services.
At least 10 days' prior notice before suspension, except for declined credit card or direct debit payments.
Section 5.5 limits these rights for charges disputed reasonably and in good faith.
Charges & Financial Obligations · User right or choice
SFDC will not use overdue-charge or suspension rights while a good-faith dispute is being resolved
SFDC will not exercise its rights under the Overdue Charges or Suspension of Service and Acceleration sections if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Supporting quotations
SFDC will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Qualifications & exceptions
Requires a reasonable, good-faith dispute and diligent cooperation.
Charges & Financial Obligations · Restriction or exception
Fees exclude taxes, which the Customer pays unless it provides a valid exemption certificate
SFDC's fees do not include taxes, levies, duties or similar governmental assessments, such as value-added, sales, use or withholding taxes. The Customer pays all taxes associated with its purchases. If SFDC has a legal obligation to pay or collect taxes the Customer is responsible for, SFDC invoices the Customer and the Customer pays, unless it provides a valid tax exemption certificate from the appropriate taxing authority. SFDC is solely responsible for taxes assessed on its income, property and employees.
Supporting quotations
SFDC's fees do not include any taxes, levies, duties or similar governmental assessments of any nature
Customer is responsible for paying all Taxes associated with its purchases hereunder. If SFDC has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, SFDC will invoice Customer and Customer will pay that amount unless Customer provides SFDC with a valid tax exemption certificate authorized by the appropriate taxing authority.
SFDC is solely responsible for taxes assessable against it based on its income, property and employees.
Qualifications & exceptions
Exemption requires a valid certificate authorized by the taxing authority.
Content & IP Rights · Restriction or exception
SFDC and its licensors keep all rights in the Services; the Customer gets only what the Agreement grants
Subject to the limited rights expressly granted, SFDC, its Affiliates and its licensors reserve all right, title and interest in the Services, including related intellectual property rights. No rights are granted to the Customer other than those expressly set out in the Agreement.
Supporting quotations
Subject to the limited rights expressly granted hereunder, SFDC, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
Content & IP Rights · Permission or license
The Customer licenses its data, apps and code to SFDC to run the Services
The Customer grants SFDC, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit and display any Non-SFDC Applications and program code created by or for the Customer using a Service or for use with the Services, and Customer Data, each as appropriate for SFDC to provide and ensure proper operation of the Services and associated systems under the Agreement. The license is scoped by that purpose. Separately, the Confidentiality section requires a receiving party to use the other party's Confidential Information only within the scope of the Agreement. Subject to the licenses granted, SFDC acquires no right, title or interest from the Customer or its licensors in Customer Data, Non-SFDC Applications or the program code.
Supporting quotations
Customer grants SFDC, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-SFDC Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for SFDC to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement.
Subject to the limited licenses granted herein, SFDC acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-SFDC Application or such program code.
to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Limited term, and limited to what is appropriate to provide and ensure proper operation of the Services and associated systems.
SFDC acquires no right, title or interest in Customer Data, Non-SFDC Applications or the code, subject to the license.
Not stated here
Whether Customer Data counts as the Customer's Confidential Information for the confidentiality section is addressed in section 7.1, explained separately.
The length of the "limited term" is not stated in this clause.
Sharing & Disclosure · Permission or license
If the Customer uses a Non-SFDC Application, SFDC may let it and its provider access Customer Data and usage information
If the Customer chooses to use a Non-SFDC Application with a Service, it gives SFDC permission to allow that application and its provider to access Customer Data and information about the Customer's usage of the application, as appropriate for the application to work with the Service. The permission follows from the Customer's choice to use the application and is limited to what is appropriate for interoperation. Under the Non-SFDC products section, SFDC is not responsible for disclosure, modification or deletion of Customer Data resulting from access by that application or its provider.
Supporting quotations
If Customer chooses to use a Non-SFDC Application with a Service, Customer grants SFDC permission to allow the Non-SFDC Application and its provider to access Customer Data and information about Customer’s usage of the Non-SFDC Application as appropriate for the interoperation of that Non-SFDC Application with the Service.
SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFDC Application or its provider.
Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
Applies only if the Customer chooses to use the Non-SFDC Application with a Service.
Access is as appropriate for interoperation of the application with the Service.
Not stated here
What a particular provider does with the data it receives is governed by its own terms, which are not supplied.
Content & IP Rights · Permission or license
SFDC may use any feedback from the Customer or Users forever, without paying for it
The Customer grants SFDC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or Users relating to the operation of SFDC's or its Affiliates' services. The license is not time-limited, cannot be withdrawn and carries no payment.
Supporting quotations
Customer grants to SFDC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of SFDC’s or its Affiliates’ services.
Qualifications & exceptions
Covers feedback from the Customer or Users relating to the operation of SFDC's or its Affiliates' services.
Not stated here
The clause does not say whether feedback may contain Customer Data or how the feedback license relates to the confidentiality section.
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.
Content & IP Rights · Context
Confidential Information includes Customer Data, and SFDC's Services, Agreement terms and pricing
"Confidential Information" is information one party discloses to the other, orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances. The Customer's Confidential Information includes Customer Data. SFDC's includes the Services and the terms and conditions of the Agreement and all Order Forms, including pricing. Each party's Confidential Information includes business and marketing plans, technology and technical information, product plans and designs, and business processes it discloses. The confidentiality obligations also apply to information exchanged while the parties evaluate additional SFDC services.
Supporting quotations
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information of Customer includes Customer Data; Confidential Information of SFDC includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing); and Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional SFDC services
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder
Qualifications & exceptions
Information must be designated confidential or reasonably understood to be confidential.
Customer Data is the Customer's Confidential Information.
Content & IP Rights · Restriction or exception
Four kinds of information are not Confidential Information
Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party before disclosure without breach of any obligation, (iii) is received from a third party without knowledge of any breach of an obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Supporting quotations
However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Security & Safeguards · Company commitment
Each party must protect the other's Confidential Information with reasonable care and limit its use and access
Each party keeps ownership of its Confidential Information. The Receiving Party must use the same degree of care it uses for its own similar information, and not less than reasonable care, to (i) not use the Disclosing Party's Confidential Information for any purpose outside the scope of the Agreement and (ii) unless the Disclosing Party authorizes otherwise in writing, limit access to those of its and its Affiliates' employees and contractors who need it for purposes consistent with the Agreement and have signed confidentiality agreements at least as protective. For Customer Data, SFDC also has the separate safeguards commitment in the Protection of Customer Data section.
Supporting quotations
As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, 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 and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
SFDC will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation.
Qualifications & exceptions
The standard is the same degree of care as for its own information, but never less than reasonable care.
Access is limited to people with a need, under confidentiality agreements not materially less protective.
Sharing & Disclosure · Restriction or exception
Neither party may disclose the Agreement or Order Form terms except to affiliates, counsel and accountants
Neither party will disclose the terms of the Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent. A party that discloses to an Affiliate, legal counsel or accountant remains responsible for that person's compliance with the Confidentiality section.
Supporting quotations
Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
Qualifications & exceptions
Exceptions: Affiliates, legal counsel and accountants, with the disclosing party staying responsible.
Sharing & Disclosure · Permission or license
SFDC may share the Agreement and Order Form terms with contractors and Non-SFDC Application providers as needed
Despite the restriction on disclosing the Agreement terms, SFDC may disclose the terms of the Agreement and any applicable Order Form to a contractor or a Non-SFDC Application Provider to the extent necessary to perform SFDC's obligations, under confidentiality terms materially as protective as the Agreement's. This permission is given to SFDC only, and covers the terms, not Customer Data.
Supporting quotations
Notwithstanding the foregoing, SFDC may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-SFDC Application Provider to the extent necessary to perform SFDC’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
Only to the extent necessary to perform SFDC's obligations.
Recipient must be under materially as protective confidentiality terms.
Not stated here
"Non-SFDC Application Provider" is not separately defined in the supplied text.
Sharing & Disclosure · Permission or license
A party may disclose Confidential Information when legally compelled, with notice where the law allows
The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent the law compels it, provided it gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wants to contest it. This applies to the Customer's Confidential Information, including Customer Data. If the Receiving Party is compelled to disclose as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting, the Disclosing Party reimburses the Receiving Party's reasonable cost of compiling and providing secure access to the information.
Supporting quotations
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Confidential Information of Customer includes Customer Data
Qualifications & exceptions
Notice is required only "to the extent legally permitted".
Cost reimbursement applies to civil proceedings to which the Disclosing Party is a party and is not contesting.
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.
Security & Safeguards · Company commitment
SFDC warrants accurate security descriptions, no material security or functionality decrease, and performance
SFDC warrants that during an applicable subscription term (a) the Agreement, Order Forms and Documentation will accurately describe the administrative, physical and technical safeguards for protecting 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, SFDC will not materially decrease the overall functionality of the Services. The warranties are tied to a subscription term, so free trials and Free Services (covered by their own as-is wording) are not within them. The replacement text for customers domiciled in France and Germany, set out later, keeps the same four promises.
Supporting quotations
SFDC warrants that 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.
SFDC will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation.
During an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards
SFDC warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards
Qualifications & exceptions
Applies during an applicable subscription term.
Warranty (d) is subject to SFDC's right to stop features that integrate with Non-SFDC Applications.
"Materially" qualifies the security, performance and functionality promises.
Not stated here
Customers domiciled in France or Germany have replacement warranty text later in the Agreement.
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.
Account & Service Control · Context
The Agreement lasts from first acceptance until every subscription has expired or ended
The Agreement starts on the date the Customer first accepts it and continues until all subscriptions under it have expired or been terminated.
Supporting quotations
This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
Charges & Financial Obligations · Procedure
Subscriptions renew automatically for one year unless either party gives 30 days' notice
Each subscription runs for the term in its Order Form. Unless an Order Form says otherwise, subscriptions automatically renew for additional one-year terms unless either party gives the other written notice (email is acceptable) at least 30 days before the end of the relevant term. Where the Customer has given a credit card, the card authorization extends to renewal terms.
Supporting quotations
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term.
Customer authorizes SFDC to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s)
Qualifications & exceptions
Applies "except as otherwise specified in an Order Form".
Either party can stop a renewal by written notice, including email, at least 30 days before the term ends.
Charges & Financial Obligations · Restriction or exception
Renewals of promotional or one-time prices are at list price, and smaller renewals are re-priced
Unless an Order Form expressly says otherwise, renewal of promotional or one-time priced subscriptions is at SFDC's applicable list price in effect at the time of renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or length for any Services has decreased from the prior term results in re-pricing at renewal without regard to the prior term's per-unit pricing.
Supporting quotations
Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at SFDC’s applicable list price in effect at the time of the applicable renewal.
Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
Qualifications & exceptions
The list-price rule applies to promotional or one-time priced subscriptions.
The re-pricing rule applies when volume or length decreases, notwithstanding other terms.
Not stated here
The list price at the time of renewal is not stated in the Agreement.
Account & Service Control · Permission or license
Either party can terminate for uncured material breach (30 days) or insolvency
A party may terminate the Agreement for cause (i) on 30 days' written notice of a material breach that remains uncured at the end of that period, or (ii) if the other party becomes the subject of a bankruptcy petition or other insolvency, receivership, liquidation or assignment for the benefit of creditors proceeding. This Termination section lists only termination for cause and does not mention termination for convenience. The assignment section separately lets a party terminate on written notice if the other party is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of a direct competitor.
Supporting quotations
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice
Qualifications & exceptions
The cure period is 30 days after written notice.
Termination on a competitor acquisition is by written notice under the assignment section.
Charges & Financial Obligations · User right or choice
If the Customer terminates for cause, SFDC refunds prepaid fees for the remaining term
If the Customer terminates the Agreement for cause under the Termination section, SFDC refunds any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. A separate route also leads to a prepaid-fee refund: when SFDC ends subscriptions after an infringement claim it refunds prepaid fees for the rest of the term. Termination never relieves the Customer of fees for the period before the effective date of termination.
Supporting quotations
If this Agreement is terminated by Customer in accordance with the “Termination” section above, SFDC will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination.
In no event will termination relieve Customer of its obligation to pay any fees payable to SFDC for the period prior to the effective date of termination.
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 refund applies when the Customer terminates under the Termination section.
Fees for the period before termination remain payable.
Charges & Financial Obligations · Restriction or exception
If SFDC terminates for cause, the Customer owes the unpaid fees for the rest of the term, as far as law allows
If SFDC terminates the Agreement for cause under the Termination section, the Customer will pay any unpaid fees covering the remainder of the term of all Order Forms, to the extent permitted by applicable law. This means a Customer terminated for cause can owe fees for the period after termination.
Supporting quotations
If this Agreement is terminated by SFDC in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable
law.
Qualifications & exceptions
Applies when SFDC terminates under the Termination section.
Limited to the extent permitted by applicable law.
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.
Account & Service Control · User right or choice
A party acquired by or changing control to the other's direct competitor can be terminated on written notice
Notwithstanding the assignment rule, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, the other party may terminate the Agreement on written notice. On such a termination SFDC refunds the Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.
Supporting quotations
Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, SFDC will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination.
Qualifications & exceptions
The right belongs to "such other party", so it works for both the Customer and SFDC.
The refund of prepaid fees is given by SFDC to the Customer.
Not stated here
"Direct competitor" is not defined in the supplied text.
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.
Account & Service Control · Procedure
Billing notices go to the Customer's billing contact; other notices to its Services system administrator
Billing-related notices to the Customer are addressed to the relevant billing contact the Customer designates. All other notices to the Customer are addressed to the relevant Services system administrator the Customer designates.
Supporting quotations
Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
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.
Charges & Financial Obligations · Company commitment
For Customers in France, SFDC issues electronic invoices and e-reporting under French law from September 1, 2026
For Customers domiciled in France, SFDC will issue invoices and perform transaction and payment e-reporting in electronic format in accordance with French VAT, electronic invoicing and e-reporting laws and regulations, effective from September 1, 2026, for sales of goods and services between residents, established or identified in French territory, including French overseas departments subject to French VAT. SFDC may also give an invoice copy in electronic form by email or other means in addition to the electronic invoicing network.
Supporting quotations
(2) a new Section 12.12.1 is added as follows:
12.12.1 Electronic Invoicing. Subject to the conditions set forth herein, and with respect to invoicing for Services provided pursuant to this Agreement, SFDC will issue invoices and perform transaction and payment e-reporting in electronic format in accordance with applicable French VAT, electronic invoicing, and e-reporting laws and regulations
effective from September 1, 2026, for the sale of goods and services performed between residents, established or identified in the territory of the French State, including French overseas departments subject to French VAT
SFDC reserves the right to provide any invoice copy in electronic form via email or other means in addition to the electronic invoicing network described herein.
Qualifications & exceptions
Applies to Customers domiciled in France and to sales between residents established or identified in French territory.
Charges & Financial Obligations · Restriction or exception
French Customers must give complete invoicing information and cannot delay payment over e-invoicing portal problems
The Customer will give SFDC the complete and accurate information needed to issue and route electronic invoices and promptly report changes. Unless French e-invoicing requirements require otherwise, none of the following excuses or suspends the Customer's payment obligations or extends the due date: a delay, rejection, routing failure or unavailability caused by the Customer's dematerialization platform or the public invoicing portal, an incident affecting the public invoicing portal, or an issue resulting from the Customer's failure to follow these terms. Rejecting or changing an invoice status in the platform or portal does not change payment terms or suspend payment, and payment disputes remain governed by the Agreement.
Supporting quotations
Customer will provide SFDC with complete and accurate information necessary for the issuance and routing of electronic invoices under French E-Invoicing and E-Reporting Requirements and will promptly notify SFDC of any changes to such information.
Except to the extent required by French E-Invoicing and E-Reporting Requirements, none of the following will, by itself, excuse or suspend Customer’s payment obligations or extend the applicable payment due date: (a) any delay, rejection, routing failure, or unavailability caused by Customer’s dematerialization platform or public invoicing portal; (b) any incident affecting the public invoicing portal; or (c) any issue resulting from Customer’s failure to comply with the terms herein.
For the avoidance of doubt, rejecting or changing an invoice status in Customer’s dematerialization platform or public invoicing portal shall not alter payment terms or suspend Customer’s payment obligations. Payment disputes remain governed by the terms of the Agreement.
Qualifications & exceptions
Applies to Customers domiciled in France.
The no-delay rule applies "except to the extent required by French E-Invoicing and E-Reporting Requirements".
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.
Security & Safeguards · Company commitment
For Customers in Germany, SFDC warrants the "agreed quality" of the Services during the subscription term
For Customers domiciled in Germany, SFDC warrants during an applicable subscription term that the Agreement, Order Forms and Documentation accurately describe the safeguards for Customer Data, that it will not materially decrease the overall security of the Services, that the Services will perform materially in accordance with the Documentation, and, subject to the Integration with Non-SFDC Applications section, that it will not materially decrease their overall functionality. These are the same four promises as the general SFDC Warranties, presented as the agreed quality of the Services.
Supporting quotations
8.1 Agreed Quality of the Services. SFDC warrants that 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.
SFDC warrants that during an applicable subscription term
Qualifications & exceptions
Applies to Customers domiciled in Germany.
Account & Service Control · Procedure
For Customers in Germany, defects must be reported to SFDC in writing without undue delay
A Customer domiciled in Germany must report any deviation of the Services from the agreed quality (a "Defect") to SFDC in writing without undue delay. It must give a detailed description of the Defect or, if that is not possible, of its symptoms, and pass on any useful information it has for rectifying the Defect.
Supporting quotations
Customer shall report any deviation of the Services from the “Agreed Quality of the Services” section (“Defect”) to SFDC in writing without undue delay and shall submit a detailed description of the Defect or, if not possible, of the symptoms of the Defect. Customer shall forward to SFDC any useful information available to Customer for rectification of the Defect.
Qualifications & exceptions
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.
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.
Charges & Financial Obligations · Procedure
For Customers in Italy, fees are invoiced in advance and due in 30 days; delays in the SDI do not change the due date
For Customers domiciled in Italy, fees are invoiced in advance and otherwise as the Order Form says. Unless the Order Form states otherwise, fees are due net 30 days from the invoice date. SFDC also submits invoices electronically through the Italian Revenue Agency's Exchange System (SDI), and any delay due to the SDI does not affect the payment term. The Customer is responsible for giving complete and accurate billing and contact information and for telling SFDC about changes.
Supporting quotations
5.2. Invoicing and Payment
5.2.1 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. The parties acknowledge that invoices are also be submitted electronically by SFDC in accordance with the “Electronic Invoicing” section below through the Agenzia delle Entrate’s Exchange System (SDI – Sistema di Interscambio) and any delay due to the SDI shall not affect the foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to SFDC and shall notify SFDC of any changes to such information.
Qualifications & exceptions
Applies to Customers domiciled in Italy.
Net 30 applies unless the Order Form states otherwise.
Charges & Financial Obligations · Procedure
For Customers in Italy, invoices are electronic and billing errors do not extend the payment term
For Customers domiciled in Italy, invoices are issued in the electronic format required by Italian law for sales between residents of Italy. To make that possible, the Customer must give SFDC in writing at least its full registered company name, registered office address, VAT number, tax or fiscal code and any other information applicable law requires, and the parties will cooperate diligently. An error caused by the Customer's incorrect or insufficient invoicing information that stops SFDC from submitting the invoice to the SDI, stops the SDI from processing it, or requires SFDC to issue the invoice again does not extend the payment term, which is still counted from the date of the original invoice.
Supporting quotations
5.2.2 Electronic Invoicing. The invoice will be issued in electronic format as defined in article 1, paragraph 916, of Law no. 205 of December 27, 2017
To facilitate such electronic invoicing, Customer shall provide to SFDC at least the following information in writing: Customer full registered company name, registered office address, VAT number, tax/fiscal code and any additional code and/or relevant information required under applicable law.
Any error due to the provision by Customer of incorrect or insufficient invoicing information preventing (a) SFDC to successfully submit the electronic invoice to the SDI or (b) the SDI to duly and effectively process such invoice or (c) which, in any event, requires SFDC to issue an invoice again, shall not result in an extension of the payment term set out in the “Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice.
Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date.
Qualifications & exceptions
Applies to Customers domiciled in Italy.
The payment term still runs from the original invoice date after an error caused by the Customer's information.
Charges & Financial Obligations · Permission or license
For Customers in Italy, SFDC may also email an invoice copy
SFDC reserves the right to provide any invoice copy in electronic form by email in addition to the electronic invoicing described for Customers domiciled in Italy.
Supporting quotations
SFDC reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.
Qualifications & exceptions
Applies to Customers domiciled in Italy.
Charges & Financial Obligations · Restriction or exception
For Customers in Italy under the split payment regime, the Customer pays VAT and proves it
If a Customer domiciled in Italy is subject to the "split payment" regime, it is exclusively responsible for paying any VAT amount due. The Customer must confirm to SFDC that the regime applies and, if it does, give SFDC proof of the VAT payment.
Supporting quotations
5.2.3 Split Payment. If subject to the “split payment” regime, Customer shall be exclusively responsible for payment of any VAT amount due, provided that Customer shall confirm to SFDC the applicability of such regime and, if applicable, Customer shall provide proof of such VAT payment to SFDC
Qualifications & exceptions
Applies only if the Customer is subject to the split payment regime.
Charges & Financial Obligations · Company practice
For Customers in Italy, overdue charges may accrue interest of up to 1.5% a month without a notice of default
For Customers domiciled in Italy, and subject to the Payment Disputes section, if an invoiced amount is not received by the due date, the charges may accrue late interest, without the need for notice of default, at 1.5% of the outstanding balance per month or the maximum rate permitted by law (Legislative Decree no. 231/2002), whichever is lower, and/or SFDC may condition future renewals and Order Forms on shorter payment terms. This replaces the general Overdue Charges section for these Customers.
Supporting quotations
5.3 Overdue Charges. Subject to the “Payment Disputes” section below, if any invoiced amount is not received by SFDC by the due date, then without limiting SFDC’s rights or remedies, those charges, without the need for notice of default, may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law (Legislative Decree no. 231/2002), whichever is lower and/or (b) SFDC may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
Qualifications & exceptions
Applies to Customers domiciled in Italy.
Interest is the lower of 1.5% per month and the legal maximum.
Subject to the Payment Disputes section.
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.
Charges & Financial Obligations · Procedure
For Customers in India, fees are invoiced in advance, due in 30 days, and submitted through the GST Portal
For Customers domiciled in India, Section 5.2 Invoicing and Payment is replaced. Unless the Order Form says otherwise, fees are invoiced in advance and are due net 30 days from the invoice date. Invoices are also submitted electronically by SFDC through the Government of India e-invoicing system (the "GST Portal"), and any delay in that submission does not affect the payment term. The Customer is responsible for giving complete and accurate billing and contact information and for telling SFDC about changes.
Supporting quotations
12.16.2 Section 5.2 “Invoicing and Payment” of this Agreement is replaced with the following section:
5.2 Invoicing and Payment
5.2.1 Invoicing and Payment. Unless otherwise stated in the relevant Order Form, fees (i) will be invoiced in advance, and
(ii) are due net 30 days from the invoice date.. The parties acknowledge that invoices are also to be submitted electronically by SFDC in accordance with the “Electronic Invoicing” section below through the Government of India’s e-invoicing system (“GST Portal”) and any delay due to such submission shall not affect the foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to SFDC and shall notify SFDC of any changes to such information.
Qualifications & exceptions
Applies to Customers domiciled in India.
Net 30 applies unless the relevant Order Form says otherwise.
Charges & Financial Obligations · Restriction or exception
For Customers in India, invoicing information errors and GST Portal failures do not extend the payment term
For Customers domiciled in India, the Customer must give SFDC in writing at least its full registered company or legal entity name, registered office address, goods and services tax identification number, address and any other information applicable law requires, and the parties will cooperate diligently. An error or delay in issuing the electronic invoice because of (a) the Customer's incorrect or insufficient information, (b) the GST Portal or another government authority being unable to process the invoice, or (c) any event requiring SFDC to issue the invoice again does not extend the payment term, which is still counted from the date of the original invoice. SFDC may also provide an invoice copy by email.
Supporting quotations
5.2.2 Electronic Invoicing. Customer shall provide to SFDC at least the following information in writing to facilitate electronic invoicing: Customers full registered company/legal entity name, registered office address, goods and services tax identification number, address and/or relevant information required under applicable law.
(a) the provision by Customer of incorrect or insufficient invoicing information preventing SFDC from successfully submitting the electronic invoice to the GST Portal; or (b) the GST Portal and/or any other government authority (or their designated agent/agency) not being able to duly and effectively process such invoice; or (c) any event which requires SFDC to issue an invoice again; shall not result in an extension of the payment term set out in the “Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice.
SFDC reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.
Qualifications & exceptions
Applies to Customers domiciled in India.
The payment term still runs from the original invoice date.
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.
Account & Service Control · User right or choice
EU/EEA Customers can request switching or deletion at any time in a subscription term, with 2 months' notice
A Customer domiciled in an EU/EEA member state may complete the request form at any time during a subscription term, with a 2-month notification period, either to (a) switch a Service and migrate its Customer Data to a different third-party provider or its own on-premise infrastructure (a "Switching Request"), and/or (b) delete its Customer Data from a Service (a "Deletion Request").
Supporting quotations
(1) Request Process. A Customer who is domiciled in a member state of the EU/EEA, may complete this form to request at any time during a subscription term with a 2-month notification period, either to: (a) switch a Service and migrate its Customer Data to a different third party service provider or to its own on-premise infrastructure (“Switching Request”); and/or (b) delete its Customer Data from a Service (“Deletion Request”).
Qualifications & exceptions
Applies to Customers domiciled in an EU/EEA member state.
Available at any time during a subscription term, with a 2-month notification period.
Retention & Deletion · Company commitment
SFDC supports a Switching Request by giving export instructions within a 30-day Transition Period
SFDC will support a Switching Request in line with the Data Act by giving the Customer the related instructions, or as otherwise indicated in the Documentation, for exporting Customer Data within 30 calendar days after the end of the 2-month notification period, counted from the date SFDC receives a fully completed Switching Request. That 30-day window is called the Transition Period.
Supporting quotations
(a) Switching Request. SFDC will support the Customer’s Switching Request in accordance with the Data Act by providing Customer the related instructions,or as otherwise indicated by SFDC in the Documentation, for Customer to export Customer Data within 30 calendar days after the end of the 2-month notification period from the date SFDC receives a fully completed Switching Request (“Transition Period”).
as updated from time to time
Qualifications & exceptions
Counted from the date SFDC receives a fully completed Switching Request.
Not stated here
The export instructions and any Documentation procedures are not supplied.
Retention & Deletion · Procedure
If the Transition Period is technically unfeasible, SFDC proposes an alternative of up to 7 months
SFDC will tell the Customer within 14 business days of receiving a Switching Request if the Transition Period is technically unfeasible, giving a reasonable explanation and an alternative Transition Period of no more than 7 months. The Customer may also ask for a reasonably appropriate alternative Transition Period when it makes the request, also of no more than 7 months.
Supporting quotations
SFDC will inform Customer within 14 business days of receiving a Switching Request if the Transition Period is technically unfeasible, providing a reasonable explanation for such technical limitations and an alternative Transition Period for the Customer to export their Customer Data, which shall not exceed 7 months.
Customer shall have the right to ask for an alternative Transition Period at the time of the request, that is reasonably appropriate under the circumstances, which shall not exceed 7 months.
Qualifications & exceptions
SFDC's notice is due within 14 business days of receiving a Switching Request.
Any alternative Transition Period cannot exceed 7 months.
Security & Safeguards · Company commitment
During switching SFDC provides reasonable assistance, but is not liable for damages arising from switching or deletion
Throughout the switching process and in line with the Agreement, SFDC will provide reasonable assistance, act with due care to maintain business continuity and maintain the agreed level of security. Once a Switching Request is submitted, SFDC may tell the Customer about known risks to the continuity of the Services and technical limitations. These commitments sit beside a later exclusion that says SFDC is not liable for any damages, losses, costs or expenses arising out of or in connection with the Switching or Deletion Request.
Supporting quotations
Throughout the switching process and in accordance with the Agreement, SFDC will provide reasonable assistance, act with due care to maintain business continuity and maintain the agreed level of security.
SFDC may inform Customer about any known risks to the continuity in the provision of the Services and/or technical limitations as a result of the Switching once the Switching Request is submitted or as otherwise indicated by SFDC.
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.
Qualifications & exceptions
Assistance is "reasonable" and "in accordance with the Agreement".
SFDC's liability for damages from switching or deletion is excluded by the Liability paragraph.
Retention & Deletion · Procedure
The Customer must notify SFDC when its export is complete
The Customer must notify SFDC once the export of Customer Data is completed, using the billing email address given in the Agreement for EMEA. That notice triggers the automatic termination of the Order Forms for a Switching Request.
Supporting quotations
Customer shall notify SFDC once the export of Customer Data is completed via billing@emea.salesforce.com.
Retention & Deletion · Company commitment
SFDC supports Deletion Requests as far as law permits, using the procedures and timeframes in its documentation
SFDC will support a Customer's Deletion Request to the extent permitted by applicable law by deleting the Customer Data of the in-scope Service(s) according to the procedures and timeframes in the Security, Privacy and Architecture Documentation for those Services, as updated from time to time and available on SFDC's Trust and Compliance webpage, or as otherwise made reasonably available by SFDC. The actual deletion timeframes are in that documentation, which is not supplied. The general Protection of Customer Data section separately has SFDC delete Customer Data after the 30-day period following termination, unless legally prohibited.
Supporting quotations
(b) Deletion Request. SFDC will support a Customer’s Deletion Request to the extent permitted by applicable law, by deleting the Customer Data of the in-scope Service(s) in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation applicable to the specific Services, as updated from time to time, and accessible via SFDC’s Trust and Compliance webpage
After such 30-day period, SFDC will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Only to the extent permitted by applicable law.
Applies to the in-scope Service(s).
Not stated here
The Security, Privacy and Architecture Documentation and its timeframes are not supplied.
Account & Service Control · Procedure
Order Forms end when a switch is confirmed or 2 months after a deletion request; Services continue until then
The Order Forms terminate automatically either (1) for a Switching Request, when the Customer notifies SFDC in writing of the successful export of Customer Data (if the Customer sends no notice, the switching is deemed successful at the end of the Transition Period or alternative period), or (2) for a Deletion Request, 2 months after SFDC received the request (the "Termination Date"). SFDC continues to provide the Services under the Agreement until the Termination Date or the end of the subscription period.
Supporting quotations
(2) Termination. The Order Form(s) will automatically terminate either: 1) for Switching Request(s) upon Customer’s notifying SFDC in writing about the successful export of Customer Data in accordance with section (1) (a) above (in the absence of formal notification by Customer as indicated above, the switching will be deemed successful at the end of the Transition Period or Alternative Period), or 2) for Deletion Request(s), 2 months after SFDC has received the Deletion Request (the “Termination Date”).
SFDC will continue to provide the Services in accordance with the Agreement until the Termination Date or until the end of the subscription period.
Qualifications & exceptions
Switching: termination on the Customer's written notice, or deemed success at the end of the Transition Period or alternative period.
Deletion: termination 2 months after SFDC receives the request.
Charges & Financial Obligations · Restriction or exception
Switching or deleting early does not cancel fees: the Customer pays the rest of the term as an early termination fee
Termination under these EU Data Act terms does not relieve the Customer of fees due for the period before the Termination Date. The Customer must pay any outstanding subscription fees covering the remainder of the term of the relevant Order Form(s) as an early termination fee. SFDC will not charge any other fees or penalties. The text does not say when the early termination fee is due.
Supporting quotations
For the avoidance of doubt, such termination will not relieve Customer of its obligation to pay any fees due to SFDC for the period prior to the Termination Date of the relevant Order Form. Customer must pay any outstanding subscription fees covering the remainder of the term of the relevant Order Form(s) as an early termination fee. SFDC will not charge any other fees or penalties.
Qualifications & exceptions
Applies to Switching and Deletion Requests under the EU Data Act terms.
SFDC states it will charge no other fees or penalties.
Not stated here
The timing of payment of the early termination fee is not stated here.
Account & Service Control · Restriction or exception
Switching and Deletion Requests are not accepted for Beta Services or testing and evaluation Services such as a sandbox
In line with the Data Act, Switching or Deletion Requests will not be accepted for Beta Services or for any Service SFDC provides for a limited period specifically for testing and evaluation, such as a sandbox.
Supporting quotations
In accordance with the Data Act, Switching or Deletion Requests will not be accepted for Beta Services as defined in the Agreement or, if not defined in the Agreement, as defined in the Main Services Agreement (or the Master Subscription Agreement, as the case may be) at https://www.salesforce.com/company/legal/agreements/ or for any Service that has been provided by SFDC for a limited period of time specifically for testing and evaluation purposes (such as a sandbox).
“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge
Qualifications & exceptions
Applies to Beta Services and Services provided for a limited time for testing and evaluation.
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.