A "User" is an individual the Customer authorizes and supplies with a login, such as employees or contractors
For a company or other legal entity, a "User" is an individual authorized by the Customer to use a Service, for whom the Customer has purchased a subscription (or, for Services provided without charge, for whom a Service has been provisioned), and to whom a user identification and password has been supplied by the Customer or, when applicable, by SFDC at the Customer's request, for Services that use authentication. For an individual accepting on their own behalf, the User is that individual. Users may include employees, consultants, contractors and third parties the Customer transacts business with.
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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
Users may include, for example, employees, consultants, and contractors of Customer and third parties with which Customer transacts business.
Qualifications & exceptions
The login requirement applies to Services that use authentication.
SFDC commits to standard support and commercially reasonable 24/7 availability of Purchased Services, with exceptions
For Purchased Services, SFDC will provide its applicable standard support at no additional charge (or upgraded support if purchased) and will use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week. The availability effort does not cover planned downtime, for which SFDC must give advance electronic notice, or unavailability caused by circumstances beyond SFDC's reasonable control. Those circumstances include acts of God or government, flood, fire, earthquake, civil unrest, terror, strikes (other than involving SFDC employees), Internet service provider failure or delay, a Non-SFDC Application, or a denial of service attack. SFDC also says it will make the Services available under this agreement, the Order Forms and the Documentation.
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Supporting quotations
SFDC will (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, (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), and (ii) any unavailability caused by circumstances beyond SFDC’s reasonable control
Internet service provider failure or delay, Non-SFDC Application, or denial of service attack
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
The 24/7 availability effort and standard-support commitment are stated for Purchased Services, not Free Services or trials.
Excludes planned downtime and circumstances beyond SFDC's reasonable control.
Not stated here
The text does not state any numeric uptime percentage or service credit; any such terms would sit in the Documentation or Order Form, which were not supplied.
Beta Services are offered at no charge, optional to try, and run under separate Beta Services terms
SFDC may make Beta Services available at no charge, and the Customer chooses at its sole discretion whether to try them. Any use of Beta Services is subject to separate Beta Services terms at the stated salesforce.com address.
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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
Not stated here
The Beta Services terms were not supplied, so what they require is not analyzed here.
A free trial ends at the earliest of its set period, a paid subscription starting, or SFDC ending it
If the Customer registers on SFDC's or an Affiliate's website for a free trial, SFDC makes the applicable Service(s) available on a trial basis free of charge until the earliest of (a) the end of the trial period registered for, (b) the start date of any Purchased Service subscriptions ordered for that Service, or (c) termination by SFDC in its sole discretion. Additional trial terms on the registration web page are incorporated by reference and are legally binding.
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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.
Qualifications & exceptions
Applies when the Customer registers on SFDC's or an Affiliate's website for a free trial.
Not stated here
Any additional terms on the trial registration page were not supplied.
SFDC may suspend the Services immediately for a breach it judges a threat, but will try to give notice first
Any use of the Services by the Customer or Users in breach of the Customer's responsibilities above 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. SFDC says it will use commercially reasonable efforts under the circumstances to provide the Customer with notice and an opportunity to remedy the violation or threat before suspending.
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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 a breach that, in SFDC's judgment, threatens security, integrity or availability.
Advance notice and a chance to remedy are only a commercially reasonable effort "under the circumstances".
Account & Service Control · Restriction or exception
The Customer may not let others use a Service or resell, sublicense, rent or lease it
The Customer will not make any Service available to anyone other than the Customer or 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 will not sell, resell, license, sublicense, distribute, rent or lease any Service, or include a Service in a service bureau or outsourcing offering.
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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 lifted by an Order Form or the Documentation expressly stating otherwise.
Account & Service Control · Restriction or exception
The Customer must promptly remove a Non-SFDC Application when told it may no longer be used, or SFDC may disable it
If the Customer receives notice, including from 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, the Customer will promptly do so. If the Customer does not take the required action, 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 deletion and discontinuance in writing, and SFDC is authorized to give a copy of that confirmation to any third-party claimant or governmental authority.
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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.
SFDC shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.
Qualifications & exceptions
SFDC's disabling right arises if the Customer does not act or if SFDC judges continued violation likely to reoccur.
Account & Service Control · User right or choice
EU/EEA Customers may request, with 2 months' notice, to switch providers or to delete their Customer Data
A Customer domiciled in a member state of the EU/EEA may complete the form to request at any time during a subscription term, with a 2-month notification period, either (a) to switch a Service and migrate its Customer Data to a different third-party service provider or its own on-premise infrastructure (a "Switching Request"), and/or (b) to delete its Customer Data from a Service (a "Deletion Request").
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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”).
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Applies to a Customer domiciled in a member state of the EU/EEA.
Requests are made during a subscription term with a 2-month notification period.
Order Forms end automatically when the export is confirmed or 2 months after a deletion request
The Order Form(s) will automatically terminate either (1) for Switching Requests, when the Customer notifies SFDC in writing of the successful export of Customer Data (in the absence of formal notification, the switching is deemed successful at the end of the Transition Period or Alternative Period), or (2) for Deletion Requests, 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.
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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
Applies to a Switching or Deletion Request from a Customer domiciled in the EU/EEA.
Not stated here
The text defines the "Termination Date" at the end of the sentence on both cases; it does not say whether that term also names the switching termination date. It also refers to an "Alternative Period" without defining that term separately from the alternative Transition Period.
Account & Service Control · Restriction or exception
Switching and Deletion Requests are not accepted for Beta Services or for limited-period testing and evaluation Services
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 there, in the Main Services Agreement or Master Subscription Agreement at the stated salesforce.com address), or for any Service SFDC has provided for a limited period of time specifically for testing and evaluation purposes (such as a sandbox).
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Supporting quotations
(3) Exclusions. 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
Excludes Beta Services and Services provided for a limited period specifically for testing and evaluation purposes (such as a sandbox).
Clicking to accept, signing an Order Form or using Free Services binds the Customer; signers must have authority
The Customer agrees to the terms by clicking an acceptance box, executing an Order Form that references the agreement, or using Free Services. A person accepting for a company or other legal entity represents that they have authority to bind that entity and its Affiliates, and the term "Customer" then refers to that entity and its Affiliates. A person without that authority, or who does not agree, must not accept and may not use the Services.
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Supporting quotations
BY ACCEPTING THIS AGREEMENT, 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.
SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES
SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Qualifications & exceptions
The entity-authority representation applies only when the person accepts on behalf of a company or other legal entity.
Account & Service Control · Restriction or exception
Services may not be used to monitor or benchmark them, and direct competitors are barred without written consent
The Services may not be accessed to monitor their availability, performance or functionality, or for any other benchmarking or competitive purposes. SFDC's direct competitors are also prohibited from accessing the Services unless SFDC gives prior written consent.
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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.
SFDC’s direct competitors are prohibited from accessing the Services, except with SFDC’s prior written consent.
Qualifications & exceptions
The competitor bar can be lifted only by SFDC's prior written consent.
Not stated here
The text does not define who counts as a "direct competitor".
Account & Service Control · Context
"Customer" can include Affiliates with Order Forms, and Users are people the Customer authorizes
"Customer" means the individual accepting for themselves, or the company or legal entity they accept for, plus Affiliates of that entity (for as long as they remain Affiliates) that have entered into Order Forms. An Affiliate is an entity that controls, is controlled by, or is under common control with the subject entity, with control meaning ownership or control of more than 50% of voting interests. An Affiliate that enters an Order Form agrees to be bound by the agreement as if it were an original party. A "User" is the individual accepting on their own behalf, or, for a company, an individual the Customer authorizes to use a Service and to whom a user identification and password has been supplied where the Service uses authentication. Users may include employees, consultants, contractors and third parties the Customer transacts business with.
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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.
Users may include, for example, employees, consultants, and contractors of Customer and third parties with which Customer transacts business.
Qualifications & exceptions
Affiliates count as the Customer only while they remain Affiliates and only if they have entered into Order Forms.
The "User" definition for a company ties to a Customer-purchased subscription, or a provisioned Service for Services provided without charge.
Free Services, trials and Beta Services differ from Purchased Services; Free Services can end without notice
"Free Services" are Services SFDC makes available free of charge, excluding free trials and Purchased Services. "Purchased Services" are those bought under an Order Form or online purchasing portal. "Beta Services" are services or functionality offered to try at no additional charge that are designated as beta, pilot, limited release, developer preview, non-production, evaluation or a similar description. Section 2.7 states that Free Services are subject to the agreement, that section 2.7 controls over any conflicting part of the agreement, and that SFDC may, in its sole discretion and for any or no reason, terminate access to Free Services, possibly without prior notice and without liability.
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Supporting quotations
“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.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
In the event of a conflict between this section and any other portion of this Agreement, this section shall control.
SFDC, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof.
Qualifications & exceptions
Section 2.7 controls over the rest of the agreement where they conflict.
Termination of Free Services access may be without prior notice.
Account & Service Control · Restriction or exception
SFDC may stop Non-SFDC Application integration features, without refund, if the application stops interoperating
The Services may contain features designed to interoperate with Non-SFDC Applications. SFDC cannot guarantee that those applications stay available. If a Non-SFDC Application no longer interoperates with the corresponding Service features in a manner acceptable to SFDC, or is no longer available, SFDC may stop providing the interoperating features without giving the Customer any refund, credit or other compensation.
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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.
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
Triggered when the application no longer interoperates in a manner acceptable to SFDC, or is no longer available.
The agreement starts on first acceptance and lasts until all subscriptions have expired or been terminated
The agreement commences on the date the Customer first accepts it and continues until all subscriptions under it have expired or been terminated.
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Supporting quotations
This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
Account & Service Control · User right or choice
Either party may terminate for uncured material breach after 30 days' notice, or if the other becomes insolvent
A party may terminate the agreement for cause (i) on 30 days' written notice to the other party of a material breach, if the breach remains uncured at the end of that 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.
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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.
Qualifications & exceptions
Termination for breach requires 30 days' written notice and that the breach remain uncured at the end of that period.
Named sections survive termination; Protection of Customer Data survives while SFDC holds the data
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" survive any termination or expiration. The "Protection of Customer Data" section survives only for so long as SFDC retains possession of Customer Data.
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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.
Qualifications & exceptions
The Protection of Customer Data section survives only for so long as SFDC retains possession of Customer Data.
Account & Service Control · Procedure
Customer must review the Documentation during a trial and export data that would otherwise be lost
During the trial period the Customer is told to review the applicable Service's Documentation to become familiar with its features and functions before making a purchase. Data and customizations created in the trial are permanently lost at the end of the trial unless the Customer buys a subscription to the same Services, buys applicable upgraded Services, or exports the data, and cannot be carried into a Service that would be a downgrade from the trial.
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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.
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
Applies during a free trial and before the end of the trial period.
Account & Service Control · Restriction or exception
SFDC may end access to Free Services 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 access to the Free Services or any part of them. Any termination may be without prior notice, and SFDC will not be liable to the Customer or any third party for it. Section 2.7 controls over any conflicting part of the agreement.
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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.
In the event of a conflict between this section and any other portion of this Agreement, this section shall control.
Qualifications & exceptions
Notice is described as possible without being excluded: termination "may be" without prior notice.