Legal Rights & Agreement Rules · Company commitment
SFDC provides the Services in line with laws that apply to its provision generally, not to the Customer's particular use
SFDC will provide the Services in accordance with laws and government regulations applicable to SFDC's provision of its Services to its customers generally, which the text explains means without regard to the Customer's particular use of the Services. This is also subject to the Customer and Users using the Services in accordance with the agreement, the Documentation and the applicable Order Form.
Details not recorded for this card
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
Covers laws applicable to SFDC's provision to customers generally, not laws triggered by the Customer's own use.
A data processing addendum is incorporated, with Standard Contractual Clauses for EEA, UK and Swiss data
The terms of the data processing addendum ("DPA") posted at the stated salesforce.com address as of the Effective Date are incorporated by reference. To the extent Personal Data from the European Economic Area, the United Kingdom and Switzerland is processed by SFDC, its Processor Binding Corporate Rules and/or the Standard Contractual Clauses apply as set out further in the DPA. For the Standard Contractual Clauses, the Customer and its applicable Affiliates are each the data exporter, and acceptance of the agreement (or an Affiliate's execution of an Order Form) counts as signing the Standard Contractual Clauses and Appendices.
Details not recorded for this card
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.
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
The Binding Corporate Rules and Standard Contractual Clauses apply only to the extent Personal Data from the EEA, UK or Switzerland is processed by SFDC.
Only the DPA version posted as of the Effective Date is incorporated.
Not stated here
The DPA text was not supplied, so what it requires of SFDC is not analyzed here.
Legal Rights & Agreement Rules · Company commitment
SFDC is responsible for its employees and contractors performing its obligations
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 otherwise specifies.
Details not recorded for this card
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 anything the agreement otherwise specifies.
Legal Rights & Agreement Rules · Restriction or exception
The Customer is responsible for its Users' compliance and for the accuracy, quality and legality of Customer Data
The Customer is responsible for Users' compliance with the agreement, the Documentation and Order Forms. It is also responsible for the accuracy, quality and legality of Customer Data, how it acquired that data, its use of Customer Data with the Services, and the interoperation of any Non-SFDC Applications it uses with the Services.
Details not recorded for this card
Supporting quotations
Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (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
an individual who is authorized by Customer to use a Service
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Legal Rights & Agreement Rules · Restriction or exception
The Customer must use the Services only as the agreement, Documentation, two use policies, Order Forms and laws allow
The Customer will use the Services only in accordance with the agreement, the Documentation, the Acceptable Use and External Facing Services Policy and the Artificial Intelligence Acceptable Use Policy (both available at the stated salesforce.com address), Order Forms, and applicable laws and government regulations. The Customer must also comply with the terms of service of any Non-SFDC Applications it uses with the Services.
Details not recorded for this card
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.
Not stated here
The Acceptable Use and External Facing Services Policy and the Artificial Intelligence Acceptable Use Policy were not supplied, so what they prohibit is not analyzed here.
Legal Rights & Agreement Rules · Restriction or exception
The Customer may not store or transmit unlawful material or Malicious Code through a Service or Non-SFDC Application
The Customer will not use a Service or Non-SFDC Application to store or transmit infringing, libelous or otherwise unlawful or tortious material, or material in violation of third-party privacy rights. It also will not use a Service or Non-SFDC Application to store or transmit Malicious Code, meaning code, files, scripts, agents or programs intended to do harm, such as viruses, worms, time bombs and Trojan horses.
Details not recorded for this card
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, including, for example, viruses, worms, time bombs and Trojan horses.
Legal Rights & Agreement Rules · Restriction or exception
SFDC does not warrant or support Non-SFDC Applications, even if 'certified', unless an Order Form says so
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 expressly provided otherwise in an Order Form.
Details not recorded for this card
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.
Legal Rights & Agreement Rules · Restriction or exception
For U.S. federal government use, the Services are commercial items and government rights follow the agreement
SFDC provides the Services, including related software and technology, for ultimate federal government end use on these terms: the Services consist of "commercial items" as defined at FAR 2.101. Under FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the U.S. Government's rights to use, modify, reproduce, release, perform, display or disclose commercial computer software, its documentation and technical data furnished with the Services are as provided in the agreement. For U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. A government agency that needs additional rights must negotiate a mutually acceptable written addendum specifically granting them.
Details not recorded for this card
Supporting quotations
The Services consist of “commercial items,” as defined at FAR 2.101.
the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015.
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.
Department of Defense end users get customarily public technical data under DFARS 252.227-7015.
Not stated here
The cited FAR and DFARS provisions are external laws and regulations that were not supplied, so their content is not analyzed here.
Legal Rights & Agreement Rules · Context
Confidential Information includes designated or reasonably confidential information, Customer Data and SFDC pricing
"Confidential Information" means all 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 of disclosure. 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 includes business and marketing plans, technology and technical information, product plans and designs, and business processes it discloses. The non-disclosure obligations also apply to information exchanged in connection with evaluating additional SFDC services.
Details not recorded for this card
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.
Legal Rights & Agreement Rules · Restriction or exception
Public, already-known, third-party-received and independently developed information is not Confidential
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 an obligation owed to the Disclosing Party, (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.
Details not recorded for this card
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.
Legal Rights & Agreement Rules · Restriction or exception
Confidential Information must be protected with reasonable care, used only within the agreement, and access limited
As between the parties, each party keeps all ownership rights in its Confidential Information. The Receiving Party must use the same degree of care it uses for its own similar confidential information (but 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) except as the Disclosing Party authorizes in writing, limit access to those of its and its Affiliates' employees and contractors who need access for purposes consistent with the agreement and who have signed confidentiality agreements containing protections not materially less protective than those in the agreement.
Details not recorded for this card
Supporting quotations
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.
Qualifications & exceptions
Access limits can be relaxed only by the Disclosing Party's written authorization.
Legal Rights & Agreement Rules · Permission or license
Legally compelled disclosure of Confidential Information is allowed with prior notice and contest assistance
The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent compelled by law, 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 wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the 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's reasonable cost of compiling and providing secure access to that information.
Details not recorded for this card
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.
the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Qualifications & exceptions
Prior notice is required only to the extent legally permitted.
Cost reimbursement applies where the disclosure is part of a civil proceeding to which the Disclosing Party is a party and it is not contesting.
Legal Rights & Agreement Rules · Company commitment
Each party represents that it has validly entered into 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.
Details not recorded for this card
Supporting quotations
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
Legal Rights & Agreement Rules · Restriction or exception
If a court finds a provision contrary to law, it is void and the rest of the agreement stays in effect
If a court of competent jurisdiction holds any provision of the agreement to be contrary to law, that provision is deemed null and void and the remaining provisions remain in effect.
Details not recorded for this card
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, reorganization or asset sale
Neither party may assign any of its rights or obligations, by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld). Either party may, however, assign the whole agreement (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. The agreement binds and benefits the parties, their successors and permitted assigns.
Details not recorded for this card
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-free assignment covers the agreement in its entirety (including all Order Forms) and only to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.
The SFDC entity, notice address, governing law and courts depend on where the Customer is domiciled
The SFDC entity entering into the agreement, the address for notices, the law that applies in any dispute or lawsuit arising out of or in connection with the agreement, and the courts that have jurisdiction over any such dispute or lawsuit, all depend on where the Customer is domiciled. The tables that follow set these out by region.
Details not recorded for this card
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
Which entity, law and courts apply depends on the Customer's domicile.
Customers domiciled in the Americas outside Brazil and Canada contract with Salesforce, Inc. under California law
For a Customer domiciled in North or South America in any country other than Brazil or Canada (which includes the United States), the SFDC entity entering into the agreement is Salesforce, Inc. (f/k/a salesforce.com, inc.), a Delaware corporation. Notices go to 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. The governing law is California and controlling United States federal law, and the courts with exclusive jurisdiction are in San Francisco, California, U.S.A. Each party agrees to that governing law without regard to choice or conflicts of law rules and to the exclusive jurisdiction of those courts.
Details not recorded for this card
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. |
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.
Qualifications & exceptions
Applies to Customers domiciled in North or South America in a country other than Brazil or Canada.
Not stated here
The table does not itself name the United States; the United States is read here as one of the countries within "any country other than Brazil or Canada" in North or South America.
Customers domiciled in Brazil contract with Salesforce Tecnologia Ltda. under Brazilian law with São Paulo courts
For a Customer domiciled in Brazil, the SFDC entity is Salesforce Tecnologia Ltda., with notices to Av. Jornalista Roberto Marinho, 85, 14º Andar - Cidade Monções, CEP 04576-010 São Paulo - SP. The governing law is Brazil, and the courts with exclusive jurisdiction are in São Paulo, SP, Brazil.
Details not recorded for this card
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 to Customers domiciled in Brazil.
Legal Rights & Agreement Rules · Context
Customers domiciled in Canada contract with salesforce.com Canada Corporation under Ontario law with Toronto courts
For a Customer domiciled in Canada, the SFDC entity is salesforce.com Canada Corporation, a Nova Scotia corporation, with notices to the San Francisco address of Salesforce Tower, 415 Mission Street (attn: VP, Worldwide Sales Operations, with a copy to attn: General Counsel). The governing law is Ontario and controlling Canadian federal law, and the courts with exclusive jurisdiction are in Toronto, Ontario, Canada.
Details not recorded for this card
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 to Customers domiciled in Canada.
Legal Rights & Agreement Rules · Context
EMEA Customers outside France, Germany, Italy, Spain and the UK contract with SFDC Ireland Limited under English law
For a Customer 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, a limited liability company incorporated in Ireland. Notices go to Salesforce UK Limited at Floor 26 Salesforce Tower, 110 Bishopsgate, London, attn: VP, Sales Operations, with a copy to attn.: Legal Department in Dublin, Ireland. The governing law is England, and the courts with exclusive jurisdiction are in London, England.
Details not recorded for this card
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 Customers domiciled in Europe, the Middle East or Africa other than in France, Germany, Italy, Spain or the United Kingdom.
Legal Rights & Agreement Rules · Context
Customers domiciled in France contract with salesforce.com France under French law with Paris courts
For a Customer domiciled in France, the SFDC entity is salesforce.com France, a French S.A.S company with a share capital of 37,000 euros registered with the Paris Trade Registry under number 483 993 226 RCS Paris. Notices go to Salesforce UK Limited in London, with a copy to the Legal Department - Service Juridique in Paris. The governing law is France, and the courts with exclusive jurisdiction are in Paris, France.
Details not recorded for this card
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 to Customers domiciled in France.
Legal Rights & Agreement Rules · Context
Customers domiciled in Germany contract with salesforce.com Germany GmbH under German law with Munich courts
For a Customer domiciled in Germany, the SFDC entity is salesforce.com Germany GmbH, a limited liability company incorporated in Germany. Notices go to Salesforce UK Limited in London, with a copy to the Legal Department in Munich. The governing law is Germany, and the courts with exclusive jurisdiction are in Munich, Germany.
Details not recorded for this card
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 to Customers domiciled in Germany.
Legal Rights & Agreement Rules · Context
Customers domiciled in Italy contract with salesforce.com Italy S.r.l. under Italian law with Milan courts
For a Customer domiciled in Italy, the SFDC entity is salesforce.com Italy S.r.l., an Italian limited liability company with its registered address at Piazza Filippo Meda 5, 20121 Milan. Notices go to Salesforce UK Limited in London, attn: VP, Sales Operations, with a copy to attn.: Legal Department. The governing law is Italy, and the courts with exclusive jurisdiction are in Milan, Italy. The source splits this row across two lines of text.
Details not recorded for this card
Supporting quotations
| Italy | salesforce.com Italy S.r.l., an Italian limited liability | Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United | Italy | Milan, Italy |
| | company having its registered address at Piazza Filippo Meda 5, 20121 Milan (MI), VAT / Fiscal code n. 04959160963 | Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal Department |
Qualifications & exceptions
Applies to Customers domiciled in Italy.
Legal Rights & Agreement Rules · Context
Customers domiciled in Spain contract with Salesforce Systems Spain, S.L. under Spanish law with Madrid courts
For a Customer domiciled in Spain, the SFDC entity is Salesforce Systems Spain, S.L., a limited liability company incorporated in Spain. Notices go to Salesforce UK Limited in London, with a copy to the Legal Department in Madrid. The governing law is Spain, and the courts with exclusive jurisdiction are in Madrid, Spain.
Details not recorded for this card
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 36-38, 28046 Madrid | Spain | Madrid, Spain |
Qualifications & exceptions
Applies to Customers domiciled in Spain.
Legal Rights & Agreement Rules · Context
Customers domiciled in the United Kingdom contract with Salesforce UK Limited under English law with London courts
For a Customer domiciled in the United Kingdom, the SFDC entity is Salesforce UK Limited, a limited liability company incorporated in England. Notices go to Salesforce UK Limited at Floor 26 Salesforce Tower, 110 Bishopsgate, London, attn: VP, Sales Operations, with a copy to the Legal Department at the same address. The governing law is England, and the courts with exclusive jurisdiction are in London, England.
Details not recorded for this card
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 to Customers domiciled in the United Kingdom.
Legal Rights & Agreement Rules · Context
Asia-Pacific Customers outside Australia, India, Japan and New Zealand contract with salesforce.com Singapore
For a Customer 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 5 Temasek Boulevard #13-01, Suntec Tower 5, Singapore, 038985, attn: Director, APAC Sales Operations, with a copy to attn: General Counsel. The governing law is Singapore, and the courts with exclusive jurisdiction are in Singapore.
Details not recorded for this card
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 Customers domiciled in Asia or the Pacific Region other than in Australia, India, Japan or New Zealand.
Legal Rights & Agreement Rules · Context
Customers domiciled in Australia or New Zealand contract with SFDC Australia Pty Ltd under New South Wales law
For a Customer domiciled in Australia or New Zealand, the SFDC entity is SFDC Australia Pty Ltd. Notices go to Salesforce Tower, Level 39, 180 George St, Sydney NSW 2000, attn: Senior Director, Finance, with a copy to attn: General Counsel. The governing law is New South Wales, Australia, and the courts with exclusive jurisdiction are in New South Wales, Australia.
Details not recorded for this card
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 under Indian law with Bengaluru courts
For a Customer 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 Torrey Pines, 3rd Floor, Embassy Golflinks Software Business Park, Bengaluru, Karnataka 560071, India. The governing law is India, and the courts with exclusive jurisdiction are in Bengaluru, India.
Details not recorded for this card
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 to Customers domiciled in India.
Legal Rights & Agreement Rules · Context
Customers domiciled in Japan contract with Salesforce Japan Co., Ltd. under Japanese law with Tokyo courts
For a Customer domiciled in Japan, the SFDC entity is Salesforce Japan Co., Ltd. (f/k/a Kabushiki Kaisha Salesforce.com), a Japan corporation. Notices go to 1-1-3, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan, attn: Senior Director, Japan Sales Operations, with a copy to attn: General Counsel. The governing law is Japan, and the courts with exclusive jurisdiction are in Tokyo, Japan.
Details not recorded for this card
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 to Customers domiciled in Japan.
Legal Rights & Agreement Rules · Procedure
Notices must be written and take effect on delivery, two business days after mailing, or the day an email is sent
Except as otherwise specified, all notices related to the agreement must be in writing and are 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. Billing-related notices to the Customer go to the billing contact the Customer designates. All other notices to the Customer go to the Services system administrator the Customer designates. The sentence defining the email route is worded so that it is unclear whether Legal Notices may be effective by email at all; the text does not say.
Details not recorded for this card
Supporting quotations
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.
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.
Qualifications & exceptions
Applies except as otherwise specified in the agreement.
Notices of termination or of an indemnifiable claim are Legal Notices and must be clearly identifiable as such.
Not stated here
The text does not say whether a Legal Notice can be effective by email or only by personal delivery or mail.
Legal Rights & Agreement Rules · Restriction or exception
Each party accepts the applicable governing law without conflicts rules, and the courts' exclusive jurisdiction
Each party agrees to the applicable governing law shown in the contracting entity table, without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts listed there.
Details not recorded for this card
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.
Qualifications & exceptions
The applicable governing law and courts depend on where the Customer is domiciled.
Legal Rights & Agreement Rules · Restriction or exception
French Customers get replacement and added provisions, and French statutory law prevails in a conflict
A France-specific section applies to Customers domiciled in France. It replaces the SFDC Warranties section, adds sections on electronic invoicing, excluded French Civil Code articles, language and independence from third parties, and provides that if French statutory law applicable to the Customer conflicts with the agreement's terms, the applicable statutory law prevails.
Details not recorded for this card
Supporting quotations
12.12 Local Law Requirements: France.
With respect to Customers domiciled in France, the following provisions shall be applicable :
(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 only to Customers domiciled in France.
French statutory law applicable to the Customer prevails over the agreement in a conflict.
Not stated here
The text does not say which French statutes are meant.
Legal Rights & Agreement Rules · Company commitment
For French Customers, the SFDC Warranties section is replaced by a text without the exclusive-remedies sentence
For Customers domiciled in France, the section 8.2 "SFDC Warranties" is replaced. The replacement text states that during an applicable subscription term (a) the agreement, Order Forms and Documentation will accurately describe the applicable administrative, physical and technical safeguards 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. Unlike the main section, the replacement text as supplied does not include the sentence making the Customer's exclusive remedies those in the termination and refund sections.
Details not recorded for this card
Supporting quotations
(1) Section 8.2 “SFDC Warranties” is replaced by the following :
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.
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Applies only to Customers domiciled in France.
Not stated here
The replacement text does not say what remedies a French Customer has for breach of these warranties, or whether the main section's exclusive-remedy sentence still applies.
Legal Rights & Agreement Rules · Restriction or exception
For French Customers, Articles 1222 and 1223 of the French Civil Code are excluded to the extent the law permits
For Customers domiciled in France, to the extent permitted under applicable law, the provisions of Articles 1222 and 1223 of the French Civil Code shall in no event apply.
Details not recorded for this card
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 to Customers domiciled in France.
Applies to the extent permitted under applicable law.
Not stated here
The articles cited are external law that was not supplied, so what they provide is not analyzed here.
Legal Rights & Agreement Rules · Context
For French Customers, the agreement and related documentation may be in English
The parties agree that the agreement and any Documentation and other information or policies referenced or attached to it may be in English.
Details not recorded for this card
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.
Qualifications & exceptions
Applies to Customers domiciled in France.
Legal Rights & Agreement Rules · Restriction or exception
For French Customers, third parties such as consultants are independent of SFDC, which is not responsible for them
Any third parties, including those the Customer contracted with to provide consulting or implementation services in relation to the Services, are independent of SFDC, and SFDC is in no event responsible for their acts or omissions, including when those acts or omissions affect the Customer's use of the Services.
Details not recorded for this card
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.
Qualifications & exceptions
Applies to Customers domiciled in France.
Legal Rights & Agreement Rules · Restriction or exception
In Germany, the warranty, exclusive remedy and liability sections are replaced by German-specific sections
For Customers domiciled in Germany, Section 8 (Representations, Warranties, Exclusive Remedies and Disclaimers), Section 9.3 (Exclusive Remedy) and Section 10 (Limitation of Liability) of the agreement are replaced with the German-specific sections that follow, beginning with Section 8, titled "Warranties for Customers Domiciled in Germany".
Details not recorded for this card
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
Qualifications & exceptions
Applies only to Customers domiciled in Germany.
Not stated here
The free trial and Free Services as-is clauses say they apply notwithstanding the main warranties and disclaimers section; the text does not say how they interact with the German replacement.
Legal Rights & Agreement Rules · Company commitment
In Germany, SFDC warrants accurate security descriptions, no material drop in security or functionality, and conformity
For Customers domiciled in Germany, the replacement section "Agreed Quality of the Services" states that SFDC warrants that during an applicable subscription term (a) the agreement, Order Forms and Documentation will accurately describe the applicable 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.
Details not recorded for this card
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.
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY
DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY
Qualifications & exceptions
Applies only to Customers domiciled in Germany.
The functionality warranty is subject to the Integration with Non-SFDC Applications section.
Legal Rights & Agreement Rules · Company commitment
In Italy, each party states it has not received or been offered improper bribes or gifts
For Customers domiciled in Italy, 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.
Details not recorded for this 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 only to Customers domiciled in Italy.
Legal Rights & Agreement Rules · Restriction or exception
In Italy, the Customer must follow Decree 231/2001 and the SFDC Code of Conduct or risk termination
For Customers domiciled in Italy, the Customer acknowledges that SFDC has adopted an Organization, Management and Control Model under Legislative Decree 231/2001 to prevent the crimes provided for in it, and commits to comply with the principles of that decree and the SFDC Code of Conduct (available at the stated salesforce.com link). The Customer also acknowledges and agrees that its violation of those principles and provisions may entitle SFDC, based on the severity of the violation, to terminate the agreement for cause as set out in Section 11.3(i). In the main text, section 11.3(i) allows termination for cause on 30 days' written notice of a material breach that remains uncured at the end of that period.
Details not recorded for this card
Supporting quotations
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
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.
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
Qualifications & exceptions
Applies only to Customers domiciled in Italy.
Termination is based on the severity of the violation and as set out in Section 11.3(i).
Not stated here
The SFDC Code of Conduct and Legislative Decree 231/2001 were not supplied, so what they require is not analyzed here.
The Italy text does not say whether the 30-day written notice and cure period in Section 11.3(i) applies to a violation of the Code of Conduct.
Legal Rights & Agreement Rules · Restriction or exception
In Spain, applicable Spanish statutory law prevails over the agreement in a conflict
For Customers domiciled in Spain, in the event of any conflict between any statutory law in Spain applicable to the Customer and the terms and conditions of the agreement, the applicable statutory law prevails.
Details not recorded for this card
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 only to Customers domiciled in Spain.
Not stated here
The text does not say which Spanish statutes are meant.
Legal Rights & Agreement Rules · Procedure
In India, Bengaluru courts have exclusive jurisdiction, subject to a binding arbitration clause for disputes
For Customers domiciled in India, subject to the arbitration section that follows, the courts located in Bengaluru, India have exclusive jurisdiction over any dispute relating to the agreement, and each party consents to that. The Bengaluru courts also have exclusive jurisdiction on matters arising from or connected with an award made under the arbitration section. The arbitration section provides that disputes, controversies or claims first go to good-faith informal discussion and, if not resolved within 10 business days, are settled by binding arbitration before a panel of three arbitrators.
Details not recorded for this card
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. Without prejudice to the generality of the foregoing, 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.
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
Qualifications & exceptions
Applies only to Customers domiciled in India.
The court jurisdiction is subject to the arbitration section.
In India, disputes go to 10 business days of informal talks, then binding arbitration in Bengaluru
For Customers domiciled in India, the parties first seek 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 informally within 10 business days from the date the dispute arose, it is settled by binding arbitration before a panel of three arbitrators, where each party appoints one arbitrator and those two appoint the third and presiding arbitrator. The arbitration is conducted under the (Indian) Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue are Bengaluru, India, and the language is English. The Bengaluru courts have exclusive jurisdiction over disputes, subject to this arbitration section.
Details not recorded for this card
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 courts located in Bengaluru , India shall have exclusive jurisdiction over any dispute relating to this Agreement
Qualifications & exceptions
Applies only to Customers domiciled in India.
Arbitration follows 10 business days of unsuccessful informal discussion.
Not stated here
The Indian Arbitration and Conciliation Act, 1996 is external law that was not supplied, so its content is not analyzed here.
Legal Rights & Agreement Rules · User right or choice
In India, either party may seek interim court relief in Bengaluru, and the arbitration decision is final and binding
For Customers domiciled in India, any party may seek interim measures under section 9 of the Arbitration Act, including injunctive relief in relation to the provisions of the agreement or the parties' performance of it, from courts in Bengaluru, India, without prejudice to any other right under the Arbitration Act and other applicable laws. The arbitration panel's decision is final, conclusive and binding on the parties to the arbitration.
Details not recorded for this card
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.
The arbitration panel's decision shall be final, conclusive and binding on the parties to the arbitration.
Qualifications & exceptions
Applies only to Customers domiciled in India.
Not stated here
Section 9 of the Arbitration Act is external law that was not supplied, so its content is not analyzed here.
Legal Rights & Agreement Rules · Restriction or exception
In India, arbitration costs are split, each side pays its own lawyers, and proceedings are confidential
For Customers domiciled in India, the parties each pay one-half of the costs and expenses of the arbitration and each separately pays its own 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, matters pertaining to them, and documents and submissions made are strictly confidential and subject to the provisions of the Confidentiality section of the agreement.
Details not recorded for this card
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.
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)
Qualifications & exceptions
Applies only to Customers domiciled in India.
Fee recovery by the prevailing party is in the arbitration panel's judgement.
Legal Rights & Agreement Rules · Restriction or exception
In the UK, the agreement is the entire agreement; no remedy for untrue statements unless fraudulent
For Customers domiciled in the United Kingdom, Section 12.3 "Entire Agreement and Order of Precedence" is replaced with a version that states the agreement is the entire agreement between SFDC and the Customer regarding the Customer's use of Services and supersedes all prior and contemporaneous agreements, proposals or representations. It adds that no representation, undertaking or promise is taken to have been given or implied from anything said or written in prior negotiations except as expressly stated in the agreement, and that neither party has any remedy for an untrue statement made by the other on which it relied in entering the agreement (unless the statement was made fraudulently); its only remedies are for breach of contract as provided in the agreement. As in the main text, Customer purchase-order or order-documentation terms (excluding Order Forms) are void, the order of precedence is Order Form, then this agreement, then the Documentation, and headings do not affect construction.
Details not recorded for this card
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.
Qualifications & exceptions
Applies only to Customers domiciled in the United Kingdom.
The no-remedy rule excludes untrue statements made fraudulently.
EU Data Act Terms govern Switching and Deletion Requests made under the EU Data Act
The EU Data Act Terms govern all Switching and/or Deletion Requests made by a Customer under Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data (the "Data Act"). They are headed as law requirements for Customers domiciled in the EU/EEA.
Details not recorded for this card
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 the EU/EEA making Switching or Deletion Requests under the Data Act.
Not stated here
The Data Act is external law that was not supplied, so its content is not analyzed here.
Legal Rights & Agreement Rules · Restriction or exception
The Customer must hold all rights for a request and indemnifies SFDC against affected parties' claims
Several legal entities (including the Customer's Affiliates and Users) may be entitled to purchase or use Services under the agreement, and entities other than the requesting Customer could be impacted by a Switching or Deletion Request ("Impacted Parties"). 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 SFDC and its Affiliates against claims by Impacted Parties alleging that the request infringes their rights or licenses, and indemnify SFDC for damages, attorney fees and costs finally awarded or paid under a settlement the Customer approves in writing, on conditions of prompt notice, sole control of defense and reasonable assistance, but not where the claim arises from SFDC's breach of the agreement, the Documentation or applicable Order Forms.
Details not recorded for this card
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
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.
Qualifications & exceptions
Applies to Customers domiciled in the EU/EEA making a Switching or Deletion Request.
The Customer's indemnity depends on SFDC's prompt notice, sole control of the defense to the Customer, and reasonable assistance at the Customer's expense.
Legal Rights & Agreement Rules · Restriction or exception
For EU Data Act requests, the Customer defends and indemnifies SFDC against Impacted Parties' claims
For Switching or Deletion Requests, the Customer will defend SFDC and its Affiliates against any third-party claim by Impacted Parties alleging that the request infringes their rights or licenses, and will indemnify SFDC for damages, attorney fees and costs finally awarded, or amounts paid under a settlement the Customer approves in writing. This requires that SFDC (A) promptly gives the Customer written notice of the claim, (B) gives the Customer sole control of the defense and settlement (though the Customer may not settle unless it unconditionally releases SFDC of all liability), and (C) gives the Customer 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.
Details not recorded for this card
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.
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.
Qualifications & exceptions
Applies to Switching and Deletion Requests under the EU Data Act Terms.
Conditioned on SFDC's prompt written notice, sole control of the defense and settlement to the Customer, and reasonable assistance at the Customer's expense.
Legal Rights & Agreement Rules · Restriction or exception
SFDC is not liable for damages from a switching or deletion request, including data loss or downtime
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 includes, but is not limited to, 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 request. The Customer assumes full responsibility for the successful switching or deletion of Customer Data.
Details not recorded for this card
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 text states the exclusion without a stated exception, and does not say how it interacts with the agreement's other liability provisions or with law that cannot be excluded.
This Main Services Agreement governs the customer's use of SFDC Services, including free trials and Free Services
The agreement says it governs the Customer's acquisition and use of SFDC Services, with capitalized terms defined in the agreement. Its applicable provisions also govern a free trial and Free Services. The text supplied does not itself name Slack or any particular product; it speaks of "SFDC Services" generally, so which products count is governed by the definitions and Documentation described in the following cards.
Details not recorded for this card
Supporting quotations
THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF SFDC SERVICES.
THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
Qualifications & exceptions
For Free Services and free trials, only the "applicable" provisions apply.
Not stated here
The supplied text never names Slack or a specific Slack product, so the link between this document and Slack comes from how it was registered, not from its wording.
Legal Rights & Agreement Rules · Context
The agreement was last updated October 15, 2026 and takes effect when the Customer accepts it
The document states it was last updated on October 15, 2026. It is effective between the Customer and SFDC from the date the Customer accepts it, which the agreement calls the Effective Date.
Details not recorded for this card
Supporting quotations
This Agreement was last updated on October 15, 2026. It is effective between Customer and SFDC as of the date of Customer’s accepting this Agreement (the “Effective Date”).
Legal Rights & Agreement Rules · Context
"Services" covers paid, free and trial offerings but excludes Non-SFDC Applications such as Marketplace apps
"Services" means 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 SFDC offline or mobile components as described in the Documentation. Services exclude Non-SFDC Applications. A Marketplace is an online directory or catalog of applications that interoperate with the Services (examples named include AppExchange, Mulesoft Anypoint Exchange and the Heroku Elements Marketplace). Non-SFDC Applications other than those obtained or provided by the Customer will be identifiable as such.
Details not recorded for this card
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.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services
Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable as such.
Qualifications & exceptions
What counts as a Service depends on the Documentation.
Documentation includes usage guides and policies that SFDC may update from time to time
"Documentation" means the applicable Service's Trust and Compliance documentation (at a stated salesforce.com web address) together with its usage guides and policies, as updated from time to time, accessible via help.salesforce.com or by logging in to the Service. If the Order Form, this agreement and the Documentation conflict, the order of precedence is the Order Form first, then this agreement, then the Documentation.
Details not recorded for this card
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.
the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation
Qualifications & exceptions
The Documentation can change over time and varies by the applicable Service.
Not stated here
The linked Trust and Compliance documentation and the usage guides and policies were not supplied and are not analyzed here.
"SFDC" is the Salesforce company named in a later contracting-entity section
The agreement defines itself as this Main Services Agreement and defines "SFDC" as the Salesforce company described in the "SFDC Contracting Entity, Notices, Governing Law, and Venue" section below. This opening section therefore does not itself say which Salesforce company is the contracting party.
Details not recorded for this card
Supporting quotations
“Agreement” means this Main Services Agreement.
“SFDC” means the Salesforce company described in the “SFDC Contracting Entity, Notices, Governing Law, and Venue” section below.
Not stated here
Which Salesforce company is SFDC depends on the later contracting-entity section.
Legal Rights & Agreement Rules · Company commitment
SFDC warrants accurate security descriptions, no material drop in security or functionality, and material conformity
SFDC warrants that during an applicable subscription term (a) the agreement, Order Forms and Documentation will accurately describe the applicable 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.
Details not recorded for this card
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.
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
The warranties apply during an applicable subscription term.
The functionality warranty is subject to the Integration with Non-SFDC Applications section.
Other sections provide free trials, Free Services and Beta Services as-is without warranty.
Legal Rights & Agreement Rules · Restriction or exception
For breach of those warranties the Customer's exclusive remedies are termination and refund of prepaid fees
For any breach of the SFDC warranties, the Customer's exclusive remedies are those described in the "Termination" and "Refund or Payment upon Termination" sections.
Details not recorded for this card
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.
Qualifications & exceptions
Applies to breach of a warranty in the SFDC warranties section.
Legal Rights & Agreement Rules · Restriction or exception
Neither party gives warranties beyond those expressly provided; implied warranties are disclaimed
Except as expressly provided in the agreement, neither party makes any warranty of any kind, express, implied, statutory or otherwise, and 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.
Details not recorded for this card
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
The disclaimer applies to the maximum extent permitted by applicable law.
Legal Rights & Agreement Rules · Company commitment
SFDC defends and indemnifies the Customer against third-party IP claims about Purchased Services
SFDC will defend the Customer against any third-party claim alleging that a Purchased Service infringes or misappropriates that third party's intellectual property rights (a "Claim Against Customer"), and will indemnify the Customer for damages, attorney fees and costs finally awarded, or amounts paid under a settlement SFDC approves in writing. This requires that the Customer (a) promptly gives SFDC written notice of the claim, (b) gives SFDC sole control of the defense and settlement (though SFDC may not settle unless it unconditionally releases the Customer of all liability), and (c) gives SFDC all reasonable assistance at SFDC's expense.
Details not recorded for this card
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”)
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 claims about Purchased Services, not Free Services or trials.
Conditioned on prompt written notice, sole control to SFDC and reasonable assistance.
Indemnity is for amounts finally awarded or paid under a settlement SFDC approves in writing.
Legal Rights & Agreement Rules · Restriction or exception
SFDC's IP indemnity excludes vague claims, combinations, no-charge Services, Non-SFDC Applications and breach
The 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; (II) the claim arises from using or combining the Services with software, hardware, data or processes not provided by SFDC, if the Services or their use would not infringe without the 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.
Details not recorded for this card
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.
Qualifications & exceptions
Exclusion (III) refers to Services under an Order Form for which there is no charge.
The Customer defends and indemnifies SFDC over its combinations, unlawful use, Customer Data and own applications
The Customer will defend SFDC and its Affiliates against any third-party claim (a) alleging that the 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 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 (each a "Claim Against SFDC"). It will indemnify SFDC for damages, attorney fees and costs finally awarded, or amounts paid under a settlement the Customer approves in writing.
Details not recorded for this card
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”)
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
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
Indemnity is for amounts finally awarded or paid under a settlement the Customer approves in writing.
Legal Rights & Agreement Rules · Restriction or exception
The Customer's indemnity needs SFDC's notice, control and help, and excludes claims from SFDC's breach
The Customer's defense and indemnity requires that SFDC (A) promptly gives the Customer written notice of the claim, (B) gives the Customer sole control of the defense and settlement (though the Customer may not settle unless it unconditionally releases SFDC of all liability), and (C) gives all reasonable assistance at the Customer's expense. These obligations do not apply if the claim arises from SFDC's breach of the agreement, the Documentation or applicable Order Forms.
Details not recorded for this card
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 indemnity section states the sole liability and exclusive remedy for the third-party claims it covers
The 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 that section.
Details not recorded for this card
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.
Qualifications & exceptions
Applies to third-party claims described in the mutual indemnification section.
Legal Rights & Agreement Rules · Restriction or exception
Each party's total liability is capped at the amount paid for the Services giving rise to it in the prior 12 months
Each party's aggregate liability, together with all of its Affiliates, arising out of or related to the agreement cannot 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 preceding the first incident out of which the liability arose. The cap applies whether the action is in contract or tort and regardless of the theory of liability, but does not limit the Customer's and its Affiliates' payment obligations under the Fees and Payment section.
Details not recorded for this card
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.
Payment obligations under the Fees and Payment section are not limited.
Not stated here
The text does not say how the cap applies to Free Services or trials where nothing was paid; other sections set separate terms for them.
Legal Rights & Agreement Rules · Restriction or exception
Neither party is liable for lost profits or indirect, consequential or punitive damages, unless the law prohibits
Neither party nor its Affiliates will 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, whether in contract or tort and regardless of the theory of liability, even if advised of the possibility of such damages or if a party's remedy otherwise fails of its essential purpose. This disclaimer does not apply to the extent prohibited by law.
Details not recorded for this card
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, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY
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
The exclusion does not apply to the extent prohibited by law.
Legal Rights & Agreement Rules · Restriction or exception
Both parties represent they are not on a U.S. denied-party list, and the Customer may not allow use in embargoed regions
The Services, other SFDC technology and derivatives may be subject to export laws and regulations of the United States and other jurisdictions. 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 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 updated from time to time at the stated salesforce.com address, or in violation of any U.S. export law or regulation.
Details not recorded for this card
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 list of embargoed countries and regions is stated as current and may be updated at a linked page.
Not stated here
The linked compliance page was not supplied, so later updates to the embargoed list are not analyzed here.
Legal Rights & Agreement Rules · Company commitment
Each party states it has not received or been offered improper bribes or gifts 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 provided in the ordinary course of business do not violate this restriction.
Details not recorded for this card
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.
Legal Rights & Agreement Rules · Restriction or exception
Entire agreement; Customer purchase-order terms are void; Order Form outranks the agreement, then the Documentation
The agreement is the entire agreement between SFDC and the Customer regarding the Customer's use of 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 (excluding Order Forms) is void. If documents conflict, the order of precedence is (1) the applicable Order Form, (2) the agreement, and (3) the Documentation. Section titles and headings are for convenience only and do not affect how provisions are construed.
Details not recorded for this card
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.
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.
Qualifications & exceptions
Order Forms are excluded from the voiding of Customer order-document terms.
The parties are independent contractors, with no partnership, agency or employment relationship
The parties are independent contractors. The agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between them. Each party is solely responsible for paying all compensation owed to its employees and all employment-related taxes.
Details not recorded for this card
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.
Legal Rights & Agreement Rules · Restriction or exception
There are no third-party beneficiaries under the agreement
The agreement states that there are no third-party beneficiaries under it.
Details not recorded for this card
Supporting quotations
There are no third-party beneficiaries under this Agreement.
Legal Rights & Agreement Rules · Restriction or exception
A delay or failure to exercise a right is not a waiver of that right
No failure or delay by either party in exercising any right under the agreement constitutes a waiver of that right.
Details not recorded for this card
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 · Restriction or exception
In Germany, the Customer must report any deviation from the agreed quality in writing without undue delay
For Customers domiciled in Germany, the Customer must report any deviation of the Services from the "Agreed Quality of the Services" section (a "Defect") to SFDC in writing without undue delay, with a detailed description of the Defect or, if that is not possible, of its symptoms. The Customer must also forward to SFDC any useful information available to it for rectifying the Defect.
Details not recorded for this card
Supporting quotations
8.2
Reporting of Defects. 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 only to Customers domiciled in Germany.
Legal Rights & Agreement Rules · User right or choice
In Germany, SFDC must rectify Defects in time; failing that the Customer may terminate and claim damages
For Customers domiciled in Germany, SFDC shall rectify any Defect within a reasonable period of time. If rectification fails, the Customer may terminate the respective Order Form, provided SFDC had enough time to cure the Defect. In the "Refund or Payment upon Termination" section, sentence 1 and sentence 3 apply accordingly. If SFDC is responsible for the Defect or is in default with the rectification, the Customer may assert claims for the damage caused in the scope specified in the German "Limitation of Liability" section.
Details not recorded for this card
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 only to Customers domiciled in Germany.
Termination requires that SFDC had enough time to cure the Defect.
Damages claims arise if SFDC is responsible for the Defect or in default with rectification, within the scope of the German limitation of liability section.
Not stated here
The text refers to sentence 1 and sentence 3 of the Refund or Payment upon Termination section by number only; counted in the main text, sentence 1 is the prepaid-fee refund on Customer termination and sentence 3 is the statement that termination does not relieve fees for the period before termination, but the German text does not spell this out.
Legal Rights & Agreement Rules · Restriction or exception
In Germany, title defects follow the indemnity section, and misuse excludes warranty claims
For Customers domiciled in Germany, defects in title of the Services are handled under the provisions of Clause 9 "Mutual Indemnification". The Customer has no claims under the German warranty clause if a Defect was caused by the Customer not using the Services in accordance with the agreement, the Documentation and the applicable Order Forms.
Details not recorded for this card
Supporting quotations
Defects in title of the Services shall be handled in accordance with the provisions of Clause 9 “Mutual Indemnification”.
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.
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
Legal Rights & Agreement Rules · Restriction or exception
In Germany, the German limitation of liability section applies to claims arising from the mutual indemnification section
For Customers domiciled in Germany, the "Limitation of Liability" section that follows applies to any claims resulting from the "Mutual Indemnification" section.
Details not recorded for this card
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.
LIMITATION OF LIABILITY FOR CUSTOMERS DOMICILED IN GERMANY
Qualifications & exceptions
Applies only to Customers domiciled in Germany.
Legal Rights & Agreement Rules · Restriction or exception
In Germany, liability is unlimited for willful misconduct, gross negligence, guarantees, injury and more
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 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, and (e) according to the German Product Liability Law.
Details not recorded for this card
Supporting quotations
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 only to Customers domiciled in Germany.
Not stated here
The German Product Liability Law is an external law that was not supplied, so its content is not analyzed here.
Legal Rights & Agreement Rules · Restriction or exception
In Germany, slight negligence liability is limited to foreseeable typical damage for cardinal duties only
For Customers domiciled in Germany, if cardinal duties are infringed through slight negligence and the achievement of the objective of the agreement (including any applicable Order Form) is endangered as a result, or in the case of a slightly negligent failure to comply with duties whose very discharge is an essential prerequisite for proper performance of the agreement, the parties' liability is limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by slight negligence is excluded.
Details not recorded for this card
Supporting quotations
10.2 Liability for Breach of Cardinal Duties. 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 only to Customers domiciled in Germany.
Not stated here
The text does not define "cardinal duties".
Legal Rights & Agreement Rules · Restriction or exception
In Germany, outside unlimited cases, liability is capped at the prior 12 months of fees
For Customers domiciled in Germany, unless the parties are liable without limitation under the unlimited liability section, each party's aggregate liability together with its Affiliates arising out of or related to the agreement cannot 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. The cap does not limit the Customer's and its Affiliates' payment obligations under the Fees and Payment section. With the exception of the unlimited liability cases, the limitations apply to all damages claims irrespective of legal basis, including tort, and also to claims for a party's damages against the other party's employees, agents or bodies.
Details not recorded for this card
Supporting quotations
10.3 Liability Cap. 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.
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 only to Customers domiciled in Germany.
The cap does not apply where liability is unlimited under the German unlimited liability section.
Legal Rights & Agreement Rules · Restriction or exception
In Italy, the invoicing, overdue charges and anti-corruption sections are replaced by Italy-specific ones
For Customers domiciled in Italy, Section 5.2 "Invoicing and Payment", Section 5.3 "Overdue Charges" and Section 12.2 "Anti Corruption" of the agreement are replaced with the Italy-specific sections that follow.
Details not recorded for this card
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:
5.2. Invoicing and Payment
Qualifications & exceptions
Applies only to Customers domiciled in Italy.
Legal Rights & Agreement Rules · Restriction or exception
During a free trial the Services are as-is, with no warranty or indemnity, and any liability is capped at $1,000
Despite the agreement's warranty and indemnification sections, the Services are provided "AS-IS" during the free trial without any warranty, and SFDC has no indemnification obligations or liability of any type for the trial period. If that exclusion of liability is not enforceable under applicable law, SFDC's liability for Services provided during the trial is capped at $1,000.00. Without limiting that, SFDC, its Affiliates and licensors do not represent or warrant that the Customer's use during the trial will meet requirements, will be uninterrupted, timely, secure or error-free, or that usage data provided during the trial will be accurate. By contrast, the main warranty section says SFDC warrants, during a subscription term, that safeguards are accurately described, security and functionality will not materially decrease, and the Services will perform materially in accordance with the Documentation; this trial clause overrides that section for the trial period.
Details not recorded for this card
Supporting quotations
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.
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
SFDC will make the applicable Service(s) available to Customer on a trial basis free of charge
Qualifications & exceptions
Applies for the free trial period only.
The $1,000.00 cap applies only if the exclusion of liability is not enforceable under applicable law.
Not stated here
The text does not say which applicable law decides enforceability.
Legal Rights & Agreement Rules · Restriction or exception
During a free trial the Customer remains fully liable to SFDC and its Affiliates, despite the liability cap section
Notwithstanding anything to the contrary in the "Limitation of Liability" section, the Customer is fully liable under the agreement to SFDC and its Affiliates for any damages arising from the Customer's use of the Services during the free trial period, any breach of the agreement by the Customer, and any of the Customer's indemnification obligations. The main limitation of liability section otherwise limits each party's aggregate liability to the amount paid in the preceding 12 months, so this sentence removes that limit for the Customer's trial-related liability.
Details not recorded for this card
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.
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.
Qualifications & exceptions
Covers damages from trial use, any breach by the Customer, and the Customer's indemnification obligations.
Not stated here
The text does not say whether this sentence applies to breaches or indemnities arising outside the trial; read literally, it also names "any breach by Customer of this Agreement".
Legal Rights & Agreement Rules · Restriction or exception
Free Services are provided as-is, with no warranty or indemnity, and any liability is capped at $1,000
Despite the agreement's warranty and indemnification sections, Free Services are provided "AS-IS" without any warranty, and SFDC has no indemnification obligations or liability of any type for them. If that exclusion of liability is not enforceable under applicable law, SFDC's liability for the Free Services is capped at $1,000.00. SFDC, its Affiliates and licensors also do not represent or warrant that use of the Free Services will meet requirements, will be uninterrupted, timely, secure or free from error, or that usage data provided through the Free Services will be accurate.
Details not recorded for this card
Supporting quotations
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.
Qualifications & exceptions
The $1,000.00 cap applies only if the exclusion of liability is not enforceable under applicable law.
Not stated here
The text does not say which applicable law decides enforceability.
Legal Rights & Agreement Rules · Restriction or exception
For Free Services the Customer remains fully liable to SFDC and its Affiliates, despite the liability cap section
Notwithstanding anything to the contrary in the "Limitation of Liability" section, the Customer is fully liable under the agreement to SFDC and its Affiliates for any damages arising from the Customer's use of the Free Services, any breach of the agreement by the Customer, and any of the Customer's indemnification obligations.
Details not recorded for this card
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 FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
Qualifications & exceptions
Covers damages from Free Services use, any breach by the Customer, and the Customer's indemnification obligations.
Legal Rights & Agreement Rules · Restriction or exception
The Customer agrees purchases do not depend on future features or on SFDC's public comments about them
The 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.
Details not recorded for this card
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.