A "User" is an individual the Customer authorizes and supplies with a login, such as employees or contractors
For a company or other legal entity, a "User" is an individual authorized by the Customer to use a Service, for whom the Customer has purchased a subscription (or, for Services provided without charge, for whom a Service has been provisioned), and to whom a user identification and password has been supplied by the Customer or, when applicable, by SFDC at the Customer's request, for Services that use authentication. For an individual accepting on their own behalf, the User is that individual. Users may include employees, consultants, contractors and third parties the Customer transacts business with.
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Supporting quotations
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service
Users may include, for example, employees, consultants, and contractors of Customer and third parties with which Customer transacts business.
Qualifications & exceptions
The login requirement applies to Services that use authentication.
SFDC commits to standard support and commercially reasonable 24/7 availability of Purchased Services, with exceptions
For Purchased Services, SFDC will provide its applicable standard support at no additional charge (or upgraded support if purchased) and will use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week. The availability effort does not cover planned downtime, for which SFDC must give advance electronic notice, or unavailability caused by circumstances beyond SFDC's reasonable control. Those circumstances include acts of God or government, flood, fire, earthquake, civil unrest, terror, strikes (other than involving SFDC employees), Internet service provider failure or delay, a Non-SFDC Application, or a denial of service attack. SFDC also says it will make the Services available under this agreement, the Order Forms and the Documentation.
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Supporting quotations
SFDC will (a) make the Services available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable SFDC standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week
except for: (i) planned downtime (of which SFDC shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond SFDC’s reasonable control
Internet service provider failure or delay, Non-SFDC Application, or denial of service attack
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
The 24/7 availability effort and standard-support commitment are stated for Purchased Services, not Free Services or trials.
Excludes planned downtime and circumstances beyond SFDC's reasonable control.
Not stated here
The text does not state any numeric uptime percentage or service credit; any such terms would sit in the Documentation or Order Form, which were not supplied.
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.
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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.
SFDC will maintain safeguards for the security, confidentiality and integrity of Customer Data
SFDC will maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Customer Data, as described in the Documentation. The safeguards include measures designed to prevent unauthorized access to or disclosure of Customer Data, other than by the Customer or Users.
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Supporting quotations
SFDC will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation.
measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by
Customer or Users).
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Covers Customer Data as defined, which is data submitted to the online Services and excludes Non-SFDC Applications.
The safeguards are "designed to" prevent unauthorized access, and access by the Customer or Users is outside that aim.
Not stated here
The specific safeguards are described in the Documentation, which was not supplied.
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.
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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.
After termination, Customer Data is available for export on request within 30 days, then SFDC may delete it
If the Customer asks within 30 days after the effective date of termination or expiration of the agreement, SFDC will make Customer Data available for export or download as provided in the Documentation. After those 30 days SFDC has no obligation to maintain or provide Customer Data and, as provided in the Documentation, will delete or destroy all copies in its systems or otherwise in its possession or control, unless legally prohibited.
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Supporting quotations
Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, SFDC will make Customer Data available to Customer for export or download as provided in the Documentation.
After such 30-day period, SFDC will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
Qualifications & exceptions
The Customer must make the request within 30 days after the effective date of termination or expiration.
Deletion is subject to a legal prohibition exception.
Not stated here
The text does not say how long after the 30-day period deletion happens; it points to the Documentation, which was not supplied.
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.
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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.
Account & Service Control · Context
Beta Services are offered at no charge, optional to try, and run under separate Beta Services terms
SFDC may make Beta Services available at no charge, and the Customer chooses at its sole discretion whether to try them. Any use of Beta Services is subject to separate Beta Services terms at the stated salesforce.com address.
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Supporting quotations
From time to time, SFDC may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms at https://www.salesforce.com/company/legal/agreements/.
“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge
Not stated here
The Beta Services terms were not supplied, so what they require is not analyzed here.
The Services may include AI features, and SFDC states a commitment to responsible AI development
The Services may comprise or include artificial intelligence ("AI") features or functionality. SFDC states that it is committed to the responsible development of AI in the Services, as further described in the Documentation at a stated salesforce.com PDF address.
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Supporting quotations
The Services may comprise or include artificial intelligence (“AI”) features or functionality. SFDC is committed to the responsible development of AI in the
Services as further described in the Documentation at https://www.salesforce.com/en-us/wp-content/uploads/sites/4/documents/legal/misc/salesforce-trusted-ai-resources.pdf.
Qualifications & exceptions
Applies to Services that include AI features or functionality.
Not stated here
The linked trusted-AI resources document was not supplied, so its content is not analyzed here.
Customer Data is processed by AI-enabled Services only in accordance with the Customer's documented instructions
Processing of Customer Data by Services that include AI features or functionality will only be in accordance with the Customer's documented instructions.
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Supporting quotations
Processing of Customer Data by Services that include AI features or functionality will only be in accordance with Customer’s documented instructions.
Qualifications & exceptions
Covers Customer Data processed by Services that include AI features or functionality.
Not stated here
The text does not say where or how the Customer's documented instructions are given, or what they may include.
A free trial ends at the earliest of its set period, a paid subscription starting, or SFDC ending it
If the Customer registers on SFDC's or an Affiliate's website for a free trial, SFDC makes the applicable Service(s) available on a trial basis free of charge until the earliest of (a) the end of the trial period registered for, (b) the start date of any Purchased Service subscriptions ordered for that Service, or (c) termination by SFDC in its sole discretion. Additional trial terms on the registration web page are incorporated by reference and are legally binding.
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Supporting quotations
SFDC will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by SFDC in its sole discretion.
Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Qualifications & exceptions
Applies when the Customer registers on SFDC's or an Affiliate's website for a free trial.
Not stated here
Any additional terms on the trial registration page were not supplied.
Free-trial data and customizations are permanently lost unless the Customer buys a matching Service or exports them
Any data the Customer enters, and any customizations made, during a free trial will be permanently lost unless, before the end of the trial period, the Customer purchases a subscription to the same Services as those covered by the trial, purchases applicable upgraded Services, or exports the data. Data and customizations cannot be transferred to a Service that would be a downgrade from the trial (for example Enterprise Edition to Professional Edition), so a Customer buying a downgraded Service must export Customer Data before the trial ends or it will be permanently lost.
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Supporting quotations
SFDC will make the applicable Service(s) available to Customer on a trial basis free of charge
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL
Qualifications & exceptions
The Customer must purchase or export before the end of the trial period.
Charges & Financial Obligations · Restriction or exception
Services are subject to usage limits; over-limit Customers may have to sign for more or pay for excess usage
Services are subject to usage limits specified in Order Forms and the Documentation. If the Customer exceeds a contractual usage limit, SFDC may work with the Customer to seek to reduce its usage to the limit. If, despite those efforts, the Customer is unable or unwilling to stay within the limit, the Customer will execute an Order Form for additional quantities of the Services promptly on SFDC's request, and/or pay any invoice for excess usage under the "Invoicing and Payment" section.
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Supporting quotations
Services are subject to usage limits specified in Order Forms and Documentation.
If Customer exceeds a contractual usage limit, SFDC may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit.
Customer will execute an Order Form for additional quantities of the applicable Services promptly upon SFDC’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
Qualifications & exceptions
The additional Order Form or payment duty arises if the Customer is unable or unwilling to abide by the limit despite SFDC's efforts.
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.
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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.
The Customer must use commercially reasonable efforts to prevent unauthorized access and notify SFDC promptly
The Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and will notify SFDC promptly of any such unauthorized access or use.
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Supporting quotations
(c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify SFDC promptly of any such unauthorized access or use
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.
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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.
SFDC may suspend the Services immediately for a breach it judges a threat, but will try to give notice first
Any use of the Services by the Customer or Users in breach of the Customer's responsibilities above that in SFDC's judgment threatens the security, integrity or availability of SFDC's services may result in SFDC's immediate suspension of the Services. SFDC says it will use commercially reasonable efforts under the circumstances to provide the Customer with notice and an opportunity to remedy the violation or threat before suspending.
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Supporting quotations
Any use of the Services in breach of the foregoing by Customer or Users that in SFDC’s judgment threatens the security, integrity or availability of SFDC’s services, may result in SFDC’s immediate suspension of the Services, however SFDC will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
Qualifications & exceptions
The trigger is a breach that, in SFDC's judgment, threatens security, integrity or availability.
Advance notice and a chance to remedy are only a commercially reasonable effort "under the circumstances".
Account & Service Control · Restriction or exception
The Customer may not let others use a Service or resell, sublicense, rent or lease it
The Customer will not make any Service available to anyone other than the Customer or Users, or use a Service for the benefit of anyone other than the Customer or its Affiliates, unless an Order Form or the Documentation expressly says otherwise. It also will not sell, resell, license, sublicense, distribute, rent or lease any Service, or include a Service in a service bureau or outsourcing offering.
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Supporting quotations
(a) make any Service available to anyone other than Customer or Users, or use any Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation
(b) sell, resell, license, sublicense, distribute, rent or lease any Service or include any Service in a service bureau or outsourcing offering
Qualifications & exceptions
The first restriction can be lifted by an Order Form or the Documentation expressly stating otherwise.
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.
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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.
The Customer may not disrupt a Service, gain unauthorized access, or circumvent a usage limit
The Customer will not interfere with or disrupt the integrity or performance of any Service or third-party data in it, attempt to gain unauthorized access to a Service or its related systems or networks, or permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit. It also will not use the Services to access, copy or use SFDC intellectual property except as the agreement, an Order Form or the Documentation permits.
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Supporting quotations
(e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks
(g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of SFDC intellectual property except as permitted under this Agreement, an Order Form, or the Documentation
The Customer may not modify, copy, frame or reverse engineer a Service, with some exceptions
The Customer will not modify, copy or create derivative works of a Service or any part, feature, function or user interface of it. It will not frame or mirror any part of a Service, other than framing on the Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation. Except to the extent permitted by applicable law, it will not disassemble, reverse engineer or decompile a Service, or access it to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, copy any ideas, features, functions or graphics, or determine whether the Services are within the scope of any patent.
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Supporting quotations
(h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof
(i) frame or mirror any part of any Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation
(j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
Qualifications & exceptions
Framing is allowed on the Customer's own intranets, for its own internal business purposes, or as permitted in the Documentation.
The reverse-engineering and competitive-use bar applies except to the extent applicable law permits.
Not stated here
The text does not say which applicable law permits reverse engineering, or what it allows.
Account & Service Control · Restriction or exception
The Customer must promptly remove a Non-SFDC Application when told it may no longer be used, or SFDC may disable it
If the Customer receives notice, including from SFDC, that a Non-SFDC Application may no longer be used or must be removed, modified or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, the Customer will promptly do so. If the Customer does not take the required action, or if in SFDC's judgment continued violation is likely to reoccur, SFDC may disable the applicable Service and/or Non-SFDC Application. If SFDC asks, the Customer must confirm deletion and discontinuance in writing, and SFDC is authorized to give a copy of that confirmation to any third-party claimant or governmental authority.
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Supporting quotations
If Customer receives notice, including from SFDC, that a Non-SFDC Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so.
If Customer does not take the required action, in accordance with the above, or if in SFDC’s judgment continued violation is likely to reoccur, SFDC may disable the applicable Service and/or Non-SFDC Application.
SFDC shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.
Qualifications & exceptions
SFDC's disabling right arises if the Customer does not act or if SFDC judges continued violation likely to reoccur.
Sharing & Disclosure · Restriction or exception
Third-party products and services, and data exchanged with them, are solely between the Customer and the provider
SFDC or third parties may make third-party products or services available (for example through a Marketplace or otherwise), including Non-SFDC Applications and implementation or other consulting services. Any acquisition of those by the Customer, and any exchange of data between the Customer and a Non-SFDC provider, product or service, is solely between the Customer and that provider. SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by a Non-SFDC Application or its provider.
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Supporting quotations
Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-SFDC provider, product or service is solely between Customer and the applicable Non-SFDC provider.
SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFDC Application or its provider.
“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.
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.
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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.
The Customer grants SFDC a perpetual, irrevocable, royalty-free license to use any feedback its Users give
The Customer grants SFDC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or Users relating to the operation of SFDC's or its Affiliates' services.
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Supporting quotations
Customer grants to SFDC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of SFDC’s or its Affiliates’ services.
Qualifications & exceptions
Covers feedback provided by the Customer or Users relating to the operation of SFDC's or its Affiliates' services.
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.
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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.
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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.
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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.
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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.
The agreement's terms and Order Forms stay confidential, with exceptions for advisers and SFDC contractors
Neither party will disclose the terms of the agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent. A party that discloses to its Affiliate, legal counsel or accountants remains responsible for their compliance with the confidentiality section. Notwithstanding that, SFDC may disclose the terms of the agreement and any applicable Order Form to a contractor or Non-SFDC Application Provider to the extent necessary to perform SFDC's obligations, under terms of confidentiality materially as protective as those in the agreement.
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Supporting quotations
Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
SFDC may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-SFDC Application Provider to the extent necessary to perform SFDC’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
SFDC's contractor and Non-SFDC Application Provider disclosure is limited to what is necessary to perform SFDC's obligations and must be under materially as protective confidentiality terms.
Not stated here
The agreement uses the term "Non-SFDC Application Provider" without a separate definition; it is read here with the Non-SFDC Application definition.
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.
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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.
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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.
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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.
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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.
Charges & Financial Obligations · User right or choice
If a party falls under a direct competitor of the other, the other may terminate and get a prepaid-fee refund
If a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, the other party may terminate the agreement on written notice. In that case SFDC will refund the Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of termination.
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Supporting quotations
Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.
In the event of such a termination, SFDC will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination.
Qualifications & exceptions
The termination right belongs to the other party and requires written notice.
Not stated here
The text does not define "direct competitor" or "change of control".
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
Charges & Financial Obligations · Company commitment
For French Customers SFDC will issue electronic invoices and e-reports under French VAT rules from September 1, 2026
Subject to the stated conditions, SFDC will issue invoices and perform transaction and payment e-reporting in electronic format in accordance with applicable French VAT, electronic invoicing and e-reporting laws and regulations (including named articles of the French Tax Code), effective from September 1, 2026, for the sale of goods and services between residents established or identified in the territory of the French State, including French overseas departments subject to French VAT (the "French E-Invoicing and E-Reporting Requirements").
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Supporting quotations
(2) a new Section 12.12.1 is added as follows:
12.12.1 Electronic Invoicing. Subject to the conditions set forth herein, and with respect to invoicing for Services provided pursuant to this Agreement, SFDC will issue invoices and perform transaction and payment e-reporting in electronic format in accordance with applicable French VAT, electronic invoicing, and e-reporting laws and regulations
effective from September 1, 2026, for the sale of goods and services performed between residents, established or identified in the territory of the French State, including French overseas departments subject to French VAT (the “French E-Invoicing and E-Reporting Requirements”).
Qualifications & exceptions
Applies to Customers domiciled in France.
Effective from September 1, 2026, for sales between residents established or identified in French territory.
Not stated here
The cited French Tax Code articles are external laws that were not supplied, so their content is not analyzed here.
Charges & Financial Obligations · Restriction or exception
French Customers must provide complete invoicing information and promptly report changes
The Customer will provide SFDC with complete and accurate information necessary for the issuance and routing of electronic invoices under the French E-Invoicing and E-Reporting Requirements and will promptly notify SFDC of any changes to it.
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Supporting quotations
Customer will provide SFDC with complete and accurate information necessary for the issuance and routing of electronic invoices under French E-Invoicing and E-Reporting Requirements and will promptly notify SFDC of any changes to such information.
Qualifications & exceptions
Applies to Customers domiciled in France.
Charges & Financial Obligations · Restriction or exception
For French Customers, platform delays, portal incidents and invoice status changes do not excuse or delay payment
Except to the extent required by the French E-Invoicing and E-Reporting Requirements, none of the following by itself excuses or suspends the Customer's payment obligations or extends the payment due date: (a) any delay, rejection, routing failure or unavailability caused by the Customer's dematerialization platform or public invoicing portal; (b) any incident affecting the public invoicing portal; or (c) any issue resulting from the Customer's failure to comply with these terms. Rejecting or changing an invoice status in the Customer's platform or portal does not alter payment terms or suspend payment, and payment disputes remain governed by the agreement. SFDC may also provide invoice copies by email or other means in addition to the electronic invoicing network.
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Supporting quotations
Except to the extent required by French E-Invoicing and E-Reporting Requirements, none of the following will, by itself, excuse or suspend Customer’s payment obligations or extend the applicable payment due date: (a) any delay, rejection, routing failure, or unavailability caused by Customer’s dematerialization platform or public invoicing portal; (b) any incident affecting the public invoicing portal; or (c) any issue resulting from Customer’s failure to comply with the terms herein.
SFDC reserves the right to provide any invoice copy in electronic form via email or other means in addition to the electronic invoicing network described herein.
rejecting or changing an invoice status in Customer’s dematerialization platform or public invoicing portal shall not alter payment terms or suspend Customer’s payment obligations. Payment disputes remain governed by the terms of the Agreement.
Qualifications & exceptions
Applies to Customers domiciled in France.
The exceptions apply except to the extent required by the French E-Invoicing and E-Reporting Requirements.
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.
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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.
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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.
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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".
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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.
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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.
In Italy, invoices are issued electronically and the Customer must provide its registration and tax details in writing
For Customers domiciled in Italy, the invoice will be issued in electronic format as defined in article 1, paragraph 916, of Law no. 205 of December 27, 2017, which introduced the electronic invoicing obligation from January 1, 2019, for sales of goods and services between residents established or identified in Italian territory. To facilitate this, the Customer must provide SFDC in writing with at least its full registered company name, registered office address, VAT number, tax/fiscal code and any additional code or information required under applicable law, and the parties shall cooperate diligently to enable the process. SFDC may also provide invoice copies in electronic form by email.
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Supporting quotations
The invoice will be issued in electronic format as defined in article 1, paragraph 916, of Law no. 205 of December 27, 2017
To facilitate such electronic invoicing, Customer shall provide to SFDC at least the following information in writing: Customer full registered company name, registered office address, VAT number, tax/fiscal code and any additional code and/or relevant information required under applicable law.
SFDC reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.
Qualifications & exceptions
Applies only to Customers domiciled in Italy.
Not stated here
The Italian law cited is external law that was not supplied, so its content is not analyzed here.
Charges & Financial Obligations · Restriction or exception
In Italy, errors from the Customer's incorrect or insufficient invoicing information do not extend the payment term
For Customers domiciled in Italy, any error caused by the Customer providing incorrect or insufficient invoicing information that prevents SFDC from successfully submitting the electronic invoice to the SDI, prevents the SDI from processing it, or otherwise requires SFDC to issue an invoice again, does not extend the payment term in the invoicing and payment section. The term is still calculated from the date of the original invoice, which is due net 30 days from the invoice date unless the Order Form says otherwise.
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Supporting quotations
Any error due to the provision by Customer of incorrect or insufficient invoicing information preventing (a) SFDC to successfully submit the electronic invoice to the SDI or (b) the SDI to duly and effectively process such invoice or (c) which, in any event, requires SFDC to issue an invoice again, shall not result in an extension of the payment term set out in the “Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice.
Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date.
Charges & Financial Obligations · Restriction or exception
In Italy, a Customer under the split payment regime is solely responsible for VAT and must confirm and prove it
For Customers domiciled in Italy that are subject to the "split payment" regime, the Customer is exclusively responsible for payment of any VAT amount due. The Customer must confirm to SFDC that the regime applies and, if it does, provide SFDC with proof of the VAT payment (the source repeats the proof requirement).
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5.2.3 Split Payment. If subject to the “split payment” regime, Customer shall be exclusively responsible for payment of any VAT amount due, provided that Customer shall confirm to SFDC the applicability of such regime and, if applicable, Customer shall provide proof of such VAT payment to SFDC
Qualifications & exceptions
Applies only to Customers domiciled in Italy that are subject to the split payment regime.
Charges & Financial Obligations · Restriction or exception
In Italy, overdue amounts may accrue 1.5% monthly interest without notice of default
For Customers domiciled in Italy, subject to the "Payment Disputes" section, if an invoiced amount is not received by the due date, then without limiting SFDC's rights or remedies, those charges, without the need for notice of default, may accrue late interest at 1.5% of the outstanding balance per month, or the maximum rate permitted by law (Legislative Decree no. 231/2002), whichever is lower, and/or SFDC may condition future subscription renewals and Order Forms on payment terms shorter than those in the invoicing and payment section.
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Subject to the “Payment Disputes” section below, if any invoiced amount is not received by SFDC by the due date, then without limiting SFDC’s rights or remedies, those charges, without the need for notice of default, may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law (Legislative Decree no. 231/2002), whichever is lower and/or (b) SFDC may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
Qualifications & exceptions
Applies only to Customers domiciled in Italy.
Interest is the lower of 1.5% per month or the maximum rate permitted by law.
Subject to the Payment Disputes section.
Not stated here
The text refers to a "Payment Disputes" section below; the main agreement's payment disputes section is read as the one meant, but the Italy text does not say so.
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
In India, fees are invoiced in advance and due net 30 days; GST Portal submission delays do not change the payment term
For Customers domiciled in India, Section 5.2 "Invoicing and Payment" is replaced. Unless the relevant Order Form says otherwise, fees (i) will be invoiced in advance and (ii) are due net 30 days from the invoice date. The parties acknowledge that invoices are also submitted electronically by SFDC through the Government of India's e-invoicing system (the "GST Portal") as described in the "Electronic Invoicing" section, and any delay due to such submission does not affect the payment term. The Customer is responsible for providing complete and accurate billing and contact information to SFDC and for notifying SFDC of changes.
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12.16.2 Section 5.2 “Invoicing and Payment” of this Agreement is replaced with the following section:
5.2 Invoicing and Payment
5.2.1 Invoicing and Payment. Unless otherwise stated in the relevant Order Form, fees (i) will be invoiced in advance, and
(ii) are due net 30 days from the invoice date.. The parties acknowledge that invoices are also to be submitted electronically by SFDC in accordance with the “Electronic Invoicing” section below through the Government of India’s e-invoicing system (“GST Portal”) and any delay due to such submission shall not affect the foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to SFDC and shall notify SFDC of any changes to such information.
Qualifications & exceptions
Applies only to Customers domiciled in India.
The advance invoicing and net 30 terms apply unless the relevant Order Form says otherwise.
Charges & Financial Obligations · Restriction or exception
In India, the Customer must give tax details, and invoicing errors or portal failures do not extend payment terms
For Customers domiciled in India, the Customer must provide SFDC in writing with at least its full registered company or legal entity name, registered office address, goods and services tax identification number, address and/or other information required under applicable law, and the parties shall cooperate diligently on electronic invoicing. Any error or delay in issuing the electronic invoice due to (a) the Customer's incorrect or insufficient invoicing information, (b) the GST Portal or another government authority (or its designated agent or agency) not being able to process the invoice, or (c) any event requiring SFDC to issue an invoice again, does not extend the payment term, which is still calculated from the date of the original invoice. SFDC may also provide invoice copies by email.
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5.2.2 Electronic Invoicing. Customer shall provide to SFDC at least the following information in writing to facilitate electronic invoicing: Customers full registered company/legal entity name, registered office address, goods and services tax identification number, address and/or relevant information required under applicable law.
shall not result in an extension of the payment term set out in the “Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice.
(b) the GST Portal and/or any other government authority (or their designated agent/agency) not being able to duly and effectively process such invoice
SFDC reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.
Qualifications & exceptions
Applies only to Customers domiciled in India.
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.
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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.
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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.
Account & Service Control · User right or choice
EU/EEA Customers may request, with 2 months' notice, to switch providers or to delete their Customer Data
A Customer domiciled in a member state of the EU/EEA may complete the form to request at any time during a subscription term, with a 2-month notification period, either (a) to switch a Service and migrate its Customer Data to a different third-party service provider or its own on-premise infrastructure (a "Switching Request"), and/or (b) to delete its Customer Data from a Service (a "Deletion Request").
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(1) Request Process. A Customer who is domiciled in a member state of the EU/EEA, may complete this form to request at any time during a subscription term with a 2-month notification period, either to: (a) switch a Service and migrate its Customer Data to a different third party service provider or to its own on-premise infrastructure (“Switching Request”); and/or (b) delete its Customer Data from a Service (“Deletion Request”).
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
Applies to a Customer domiciled in a member state of the EU/EEA.
Requests are made during a subscription term with a 2-month notification period.
SFDC gives export instructions, and the Customer exports within 30 days after the 2-month notice ends
SFDC will support the Customer's Switching Request in accordance with the Data Act by giving the Customer the related instructions (or as otherwise indicated in the Documentation) for the Customer to export Customer Data within 30 calendar days after the end of the 2-month notification period, counted from the date SFDC receives a fully completed Switching Request (the "Transition Period").
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(a) Switching Request. SFDC will support the Customer’s Switching Request in accordance with the Data Act by providing Customer the related instructions,or as otherwise indicated by SFDC in the Documentation, for Customer to export Customer Data within 30 calendar days after the end of the 2-month notification period from the date SFDC receives a fully completed Switching Request (“Transition Period”).
Qualifications & exceptions
Applies to a Switching Request from a Customer domiciled in the EU/EEA.
The period runs from the date SFDC receives a fully completed Switching Request.
Use & Processing · User right or choice
If the Transition Period is unfeasible, SFDC tells the Customer within 14 business days and offers up to 7 months
SFDC will inform the Customer within 14 business days of receiving a Switching Request if the Transition Period is technically unfeasible, giving a reasonable explanation for the technical limitations and an alternative Transition Period for exporting Customer Data, which shall not exceed 7 months. The Customer also has the right to ask for an alternative Transition Period at the time of the request that is reasonably appropriate under the circumstances, not exceeding 7 months.
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SFDC will inform Customer within 14 business days of receiving a Switching Request if the Transition Period is technically unfeasible, providing a reasonable explanation for such technical limitations and an alternative Transition Period for the Customer to export their Customer Data, which shall not exceed 7 months.
Customer shall have the right to ask for an alternative Transition Period at the time of the request, that is reasonably appropriate under the circumstances, which shall not exceed 7 months.
Qualifications & exceptions
Applies to a Switching Request from a Customer domiciled in the EU/EEA.
Any alternative Transition Period shall not exceed 7 months.
Use & Processing · Company commitment
SFDC gives reasonable help during switching, and the Customer emails when its export is complete
Throughout the switching process and in accordance with the agreement, SFDC will provide reasonable assistance, act with due care to maintain business continuity and maintain the agreed level of security. SFDC may inform the Customer about any known risks to the continuity of the Services and/or technical limitations resulting from the switching once the Switching Request is submitted or as otherwise indicated. The Customer shall notify SFDC once the export of Customer Data is completed, via the stated billing email address.
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Throughout the switching process and in accordance with the Agreement, SFDC will provide reasonable assistance, act with due care to maintain business continuity and maintain the agreed level of security.
SFDC may inform Customer about any known risks to the continuity in the provision of the Services and/or technical limitations as a result of the Switching once the Switching Request is submitted or as otherwise indicated by SFDC.
Customer shall notify SFDC once the export of Customer Data is completed via billing@emea.salesforce.com.
Qualifications & exceptions
Applies to a Switching Request from a Customer domiciled in the EU/EEA.
Retention & Deletion · Company commitment
SFDC supports a Deletion Request, where the law permits, by deleting Customer Data per its Documentation
SFDC will support a Customer's Deletion Request to the extent permitted by applicable law, by deleting the Customer Data of the in-scope Service(s) in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation applicable to the specific Services, as updated from time to time, and accessible via SFDC's Trust and Compliance webpage at the stated salesforce.com address, or as otherwise made reasonably available by SFDC.
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(b) Deletion Request. SFDC will support a Customer’s Deletion Request to the extent permitted by applicable law, by deleting the Customer Data of the in-scope Service(s) in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation applicable to the specific Services, as updated from time to time, and accessible via SFDC’s
Trust and Compliance webpage at https://www.salesforce.com/company/legal/trust-and-compliance-documentation/
Qualifications & exceptions
Applies to a Deletion Request from a Customer domiciled in the EU/EEA.
Applies to the extent permitted by applicable law.
Not stated here
The Security, Privacy and Architecture Documentation sets the deletion procedures and timeframes and was not supplied, so they are not analyzed here.
Account & Service Control · Procedure
Order Forms end automatically when the export is confirmed or 2 months after a deletion request
The Order Form(s) will automatically terminate either (1) for Switching Requests, when the Customer notifies SFDC in writing of the successful export of Customer Data (in the absence of formal notification, the switching is deemed successful at the end of the Transition Period or Alternative Period), or (2) for Deletion Requests, 2 months after SFDC has received the Deletion Request (the "Termination Date"). SFDC will continue to provide the Services in accordance with the agreement until the Termination Date or until the end of the subscription period.
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(2) Termination. The Order Form(s) will automatically terminate either: 1) for Switching Request(s) upon Customer’s notifying SFDC in writing about the successful export of Customer Data in accordance with section (1) (a) above (in the absence of formal notification by Customer as indicated above, the switching will be deemed successful at the end of the Transition Period or Alternative Period), or 2) for Deletion Request(s), 2 months after SFDC has received the Deletion Request (the “Termination Date”).
SFDC will continue to provide the Services in accordance with the Agreement until the Termination Date or until the end of the subscription period.
Qualifications & exceptions
Applies to a Switching or Deletion Request from a Customer domiciled in the EU/EEA.
Not stated here
The text defines the "Termination Date" at the end of the sentence on both cases; it does not say whether that term also names the switching termination date. It also refers to an "Alternative Period" without defining that term separately from the alternative Transition Period.
Charges & Financial Obligations · Restriction or exception
After an EU Data Act request, the Customer still pays the remaining Order Form fees as an early termination fee
Termination under these terms does not relieve the Customer of its obligation to pay any fees due to SFDC for the period before the Termination Date of the relevant Order Form. The Customer must pay any outstanding subscription fees covering the remainder of the term of the relevant Order Form(s) as an early termination fee. SFDC will not charge any other fees or penalties.
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For the avoidance of doubt, such termination will not relieve Customer of its obligation to pay any fees due to SFDC for the period prior to the Termination Date of the relevant Order Form. Customer must pay any outstanding subscription fees covering the remainder of the term of the relevant Order Form(s) as an early termination fee. SFDC will not charge any other fees or penalties.
Qualifications & exceptions
Applies to a Switching or Deletion Request from a Customer domiciled in the EU/EEA.
SFDC says it will not charge any other fees or penalties.
Account & Service Control · Restriction or exception
Switching and Deletion Requests are not accepted for Beta Services or for limited-period testing and evaluation Services
In accordance with the Data Act, Switching or Deletion Requests will not be accepted for Beta Services as defined in the agreement (or, if not defined there, in the Main Services Agreement or Master Subscription Agreement at the stated salesforce.com address), or for any Service SFDC has provided for a limited period of time specifically for testing and evaluation purposes (such as a sandbox).
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(3) Exclusions. In accordance with the Data Act, Switching or Deletion Requests will not be accepted for Beta Services as defined in the Agreement or, if not defined in the Agreement, as defined in the Main Services Agreement (or the Master Subscription Agreement, as the case may be) at https://www.salesforce.com/company/legal/agreements/ or for any Service that has been provided by SFDC for a limited period of time specifically for testing and evaluation purposes (such as a sandbox).
“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge
Qualifications & exceptions
Excludes Beta Services and Services provided for a limited period specifically for testing and evaluation purposes (such as a sandbox).
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.
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(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.
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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.
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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.
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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.
Account & Service Control · Procedure
Clicking to accept, signing an Order Form or using Free Services binds the Customer; signers must have authority
The Customer agrees to the terms by clicking an acceptance box, executing an Order Form that references the agreement, or using Free Services. A person accepting for a company or other legal entity represents that they have authority to bind that entity and its Affiliates, and the term "Customer" then refers to that entity and its Affiliates. A person without that authority, or who does not agree, must not accept and may not use the Services.
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Supporting quotations
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES
SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Qualifications & exceptions
The entity-authority representation applies only when the person accepts on behalf of a company or other legal entity.
Account & Service Control · Restriction or exception
Services may not be used to monitor or benchmark them, and direct competitors are barred without written consent
The Services may not be accessed to monitor their availability, performance or functionality, or for any other benchmarking or competitive purposes. SFDC's direct competitors are also prohibited from accessing the Services unless SFDC gives prior written consent.
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Supporting quotations
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
SFDC’s direct competitors are prohibited from accessing the Services, except with SFDC’s prior written consent.
Qualifications & exceptions
The competitor bar can be lifted only by SFDC's prior written consent.
Not stated here
The text does not define who counts as a "direct competitor".
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.
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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”).
Account & Service Control · Context
"Customer" can include Affiliates with Order Forms, and Users are people the Customer authorizes
"Customer" means the individual accepting for themselves, or the company or legal entity they accept for, plus Affiliates of that entity (for as long as they remain Affiliates) that have entered into Order Forms. An Affiliate is an entity that controls, is controlled by, or is under common control with the subject entity, with control meaning ownership or control of more than 50% of voting interests. An Affiliate that enters an Order Form agrees to be bound by the agreement as if it were an original party. A "User" is the individual accepting on their own behalf, or, for a company, an individual the Customer authorizes to use a Service and to whom a user identification and password has been supplied where the Service uses authentication. Users may include employees, consultants, contractors and third parties the Customer transacts business with.
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Supporting quotations
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
Users may include, for example, employees, consultants, and contractors of Customer and third parties with which Customer transacts business.
Qualifications & exceptions
Affiliates count as the Customer only while they remain Affiliates and only if they have entered into Order Forms.
The "User" definition for a company ties to a Customer-purchased subscription, or a provisioned Service for Services provided without charge.
Customer Data is data submitted to the online Services, and excludes Non-SFDC Applications
"Customer Data" means electronic data and information submitted by or for the Customer to the online Services. It excludes Non-SFDC Applications, which are software functionality provided by the Customer or a third party, or listed on a Marketplace, that interoperates with a Service.
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Supporting quotations
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace
Qualifications & exceptions
Only data submitted to the online Services is covered by the definition.
"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.
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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.
Free Services, trials and Beta Services differ from Purchased Services; Free Services can end without notice
"Free Services" are Services SFDC makes available free of charge, excluding free trials and Purchased Services. "Purchased Services" are those bought under an Order Form or online purchasing portal. "Beta Services" are services or functionality offered to try at no additional charge that are designated as beta, pilot, limited release, developer preview, non-production, evaluation or a similar description. Section 2.7 states that Free Services are subject to the agreement, that section 2.7 controls over any conflicting part of the agreement, and that SFDC may, in its sole discretion and for any or no reason, terminate access to Free Services, possibly without prior notice and without liability.
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Supporting quotations
“Free Services” means Services that SFDC makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
In the event of a conflict between this section and any other portion of this Agreement, this section shall control.
SFDC, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof.
Qualifications & exceptions
Section 2.7 controls over the rest of the agreement where they conflict.
Termination of Free Services access may be without prior notice.
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.
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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.
Malicious Code means code, files, scripts, agents or programs intended to do harm
"Malicious Code" is defined as code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
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Supporting quotations
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
"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.
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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.
Account & Service Control · Restriction or exception
SFDC may stop Non-SFDC Application integration features, without refund, if the application stops interoperating
The Services may contain features designed to interoperate with Non-SFDC Applications. SFDC cannot guarantee that those applications stay available. If a Non-SFDC Application no longer interoperates with the corresponding Service features in a manner acceptable to SFDC, or is no longer available, SFDC may stop providing the interoperating features without giving the Customer any refund, credit or other compensation.
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Supporting quotations
SFDC cannot guarantee the continued availability of such Non-SFDC Applications, and may cease providing the features designed to interoperate with them without entitling Customer to any refund, credit, or other compensation, in the event a Non-SFDC Application no longer interoperates with the corresponding Service features in a manner acceptable to SFDC or is no longer available.
“Non-SFDC Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service
Qualifications & exceptions
Triggered when the application no longer interoperates in a manner acceptable to SFDC, or is no longer available.
Charges & Financial Obligations · Restriction or exception
Fees follow Order Forms, are based on subscriptions not usage, and are non-cancelable and non-refundable
The Customer will pay all fees specified in Order Forms. Except as otherwise specified in the agreement or an Order Form, fees are based on the Services subscriptions purchased and not actual usage, payment obligations are non-cancelable and fees paid are non-refundable, and quantities purchased cannot be decreased during the relevant subscription term.
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Supporting quotations
Customer will pay all fees specified in Order Forms.
Except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
Qualifications & exceptions
The no-cancel, no-refund and no-decrease rules apply except as otherwise specified in the agreement or an Order Form.
Credit cards on file are charged in advance for the initial and renewal terms; other methods are invoiced net 30
The Customer must provide valid, updated credit card information, or a valid purchase order or alternative document reasonably acceptable to SFDC. If the Customer provides a credit card, it authorizes SFDC to charge the card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal terms, in advance, annually or at a different billing frequency stated in the Order Form. If the Order Form specifies another payment method, SFDC invoices in advance and otherwise per the Order Form. Unless the Order Form says otherwise, invoiced fees are due net 30 days from the invoice date. The Customer must give complete and accurate billing and contact information and notify SFDC of changes.
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Supporting quotations
Customer will provide SFDC with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to SFDC.
If Customer provides credit card information to SFDC, Customer authorizes SFDC to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s)
Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
Qualifications & exceptions
Billing frequency and due date can be changed by the Order Form.
Subscriptions auto-renew for one year unless either party gives 30 days' notice, and may be re-priced
Unless an Order Form says otherwise, subscriptions automatically renew for additional one-year terms unless either party gives the other written notice (email acceptable) at least 30 days before the end of the subscription term. Unless an Order Form expressly provides otherwise, renewal of promotional or one-time priced subscriptions is at SFDC's applicable list price at the time of renewal. Any renewal in which subscription volume or length has decreased from the prior term results in re-pricing at renewal without regard to the prior term's per-unit pricing.
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Supporting quotations
Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term.
renewal of promotional or one-time priced subscriptions will be at SFDC’s applicable list price in effect at the time of the applicable renewal
any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing
for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below
Qualifications & exceptions
The renewal rule can be changed by an Order Form.
The 30-day notice must be written, and email is acceptable.
Charges & Financial Obligations · Restriction or exception
Overdue invoiced amounts may accrue 1.5% monthly interest, and SFDC may require shorter payment terms for renewals
If an invoiced amount is not received by the due date, then without limiting SFDC's other rights, the charges may accrue late interest at 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. SFDC may also condition future subscription renewals and Order Forms on payment terms shorter than those in the invoicing and payment section.
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Supporting quotations
If any invoiced amount is not received by SFDC by the due date, then without limiting SFDC’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) SFDC may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
Qualifications & exceptions
Interest is the lower of 1.5% per month or the maximum rate permitted by law.
Charges & Financial Obligations · Restriction or exception
Charges 30 or more days overdue (10 for card charges) let SFDC accelerate unpaid fees and suspend the Services
If a charge the Customer owes under this or any other agreement for services is 30 or more days overdue (10 or more days overdue for amounts the Customer authorized SFDC to charge to a credit card), SFDC may, without limiting other rights, accelerate the Customer's unpaid fee obligations under those agreements so all become immediately due, and suspend Services until paid in full. Except for credit card or direct debit customers whose payment has been declined, SFDC will give at least 10 days' prior notice that the account is overdue, as billing notice under the notice section, before suspending.
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Supporting quotations
If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized SFDC to charge to Customer’s credit card), SFDC may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full
other than for customers paying by credit card or direct debit whose payment has been declined, SFDC will give Customer at least 10 days’ prior notice that its account is overdue
Qualifications & exceptions
The 30-day threshold becomes 10 days for amounts the Customer authorized SFDC to charge to its credit card.
The 10-day prior notice does not apply to credit card or direct debit customers whose payment has been declined.
Charges & Financial Obligations · User right or choice
SFDC will not use late-interest or suspension remedies while the Customer reasonably disputes a charge in good faith
SFDC will not exercise its rights under the overdue-charges section or the suspension-and-acceleration section if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
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Supporting quotations
SFDC will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Qualifications & exceptions
The dispute must be reasonable and in good faith, and the Customer must be cooperating diligently to resolve it.
Charges & Financial Obligations · Restriction or exception
Fees exclude taxes; the Customer pays them unless it provides a valid exemption certificate
SFDC's fees do not include taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes. The Customer is responsible for paying all taxes associated with its purchases. If SFDC has a legal obligation to pay or collect taxes the Customer is responsible for, SFDC will invoice the Customer and the Customer will pay, unless the Customer provides a valid tax exemption certificate from the appropriate taxing authority. SFDC is solely responsible for taxes assessable against it based on its income, property and employees.
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Supporting quotations
SFDC's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes
Customer is responsible for paying all Taxes associated with its purchases hereunder.
SFDC will invoice Customer and Customer will pay that amount unless Customer provides SFDC with a valid tax exemption certificate authorized by the appropriate taxing authority.
SFDC is solely responsible for taxes assessable against it based on its income, property and employees.
Qualifications & exceptions
An invoiced tax amount is owed unless the Customer provides a valid tax exemption certificate.
Content & IP Rights · Restriction or exception
SFDC and its licensors keep all rights in the Services, and the Customer gets only the rights expressly granted
Subject to the limited rights expressly granted, SFDC, its Affiliates and its licensors reserve all right, title and interest in the Services, including related intellectual property rights. No rights are granted to the Customer other than those expressly set forth in the agreement.
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Supporting quotations
Subject to the limited rights expressly granted hereunder, SFDC, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
Content & IP Rights · Permission or license
The Customer licenses SFDC to host, copy, use, transmit and display its data and code to run the Services
The Customer grants SFDC, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit and display any Non-SFDC Applications and program code created by or for the Customer using a Service or for use with the Services, and Customer Data, each as appropriate for SFDC to provide and ensure proper operation of the Services and associated systems in accordance with the agreement.
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Supporting quotations
Customer grants SFDC, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-SFDC Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for SFDC to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement.
“Customer Data” means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.
Qualifications & exceptions
The license is limited-term and tied to what is appropriate for SFDC to provide and ensure proper operation of the Services and associated systems.
Not stated here
The text does not define the length of the "limited term".
SFDC may let a Non-SFDC Application the Customer uses, and its provider, access Customer Data and usage information
If the Customer chooses to use a Non-SFDC Application with a Service, the Customer grants SFDC permission to allow the Non-SFDC Application and its provider to access Customer Data and information about the Customer's usage of the Non-SFDC Application, as appropriate for the interoperation of that application with the Service.
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Supporting quotations
If Customer chooses to use a Non-SFDC Application with a Service, Customer grants SFDC permission to allow the Non-SFDC Application and its provider to access Customer Data and information about Customer’s usage of the Non-SFDC Application as appropriate for the interoperation of that Non-SFDC Application with the Service.
Qualifications & exceptions
Applies when the Customer chooses to use a Non-SFDC Application with a Service.
Access is limited to what is appropriate for the interoperation of that application with the Service.
SFDC acquires no ownership of Customer Data, Non-SFDC Applications or Customer program code beyond the limited licenses
Subject to the limited licenses granted in the agreement, SFDC acquires no right, title or interest from the Customer or its licensors under the agreement in or to any Customer Data, Non-SFDC Application or the Customer's program code.
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Supporting quotations
Subject to the limited licenses granted herein, SFDC acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-SFDC Application or such program code.
Qualifications & exceptions
Subject to the limited licenses the Customer grants.
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.
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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.
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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.
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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.
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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.
Charges & Financial Obligations · Company practice
On an infringement claim SFDC may modify, license, or terminate on 30 days' notice with a prepaid-fee refund
If SFDC receives information about an infringement or misappropriation claim related to a Service, it may, in its discretion and at no cost to the Customer, (i) modify the Services so they are no longer claimed to infringe, without breaching its warranties, (ii) obtain a license for the Customer's continued use of that Service under the agreement, or (iii) terminate the Customer's subscriptions for that Service on 30 days' written notice and refund prepaid fees covering the remainder of the term of the terminated subscriptions.
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Supporting quotations
If SFDC receives information about an infringement or misappropriation claim related to a Service, SFDC may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching SFDC’s warranties under “SFDC Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions.
Qualifications & exceptions
Which option SFDC takes is at its discretion.
The refund is of prepaid fees for the remainder of the term of the terminated subscriptions.
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.
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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.
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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.
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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.
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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.
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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.
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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.
The agreement starts on first acceptance and lasts until all subscriptions have expired or been terminated
The agreement commences on the date the Customer first accepts it and continues until all subscriptions under it have expired or been terminated.
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Supporting quotations
This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
Charges & Financial Obligations · Procedure
Each subscription's term comes from its Order Form, and a renewal with lower volume or length is re-priced
The term of each subscription is as specified in the applicable Order Form. Unless an Order Form says otherwise, subscriptions renew automatically for additional one-year terms unless either party gives written notice (email acceptable) at least 30 days before the term ends. Renewal of promotional or one-time priced subscriptions is at SFDC's applicable list price at the time of renewal unless an Order Form expressly provides otherwise, and, notwithstanding anything to the contrary, any renewal where subscription volume or length has decreased results in re-pricing without regard to the prior term's per-unit pricing.
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Supporting quotations
The term of each subscription shall be as specified in the applicable Order Form.
Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term.
Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
Qualifications & exceptions
Order Forms can change the renewal rule and, expressly, the list-price renewal rule.
Either party may terminate for uncured material breach after 30 days' notice, or if the other becomes insolvent
A party may terminate the agreement for cause (i) on 30 days' written notice to the other party of a material breach, if the breach remains uncured at the end of that period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
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Supporting quotations
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Qualifications & exceptions
Termination for breach requires 30 days' written notice and that the breach remain uncured at the end of that period.
Charges & Financial Obligations · Company commitment
If the Customer terminates for cause, SFDC refunds prepaid fees for the rest of the term of all Order Forms
If the Customer terminates the agreement for cause under the termination section, SFDC will refund any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination.
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Supporting quotations
If this Agreement is terminated by Customer in accordance with the “Termination” section above, SFDC will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination.
Qualifications & exceptions
Applies when the Customer terminates in accordance with the Termination section.
Charges & Financial Obligations · Restriction or exception
If SFDC terminates for cause, the Customer owes unpaid fees for the rest of the term; earlier fees stay due
If SFDC terminates the agreement in accordance with the termination section, the Customer will pay any unpaid fees covering the remainder of the term of all Order Forms, to the extent permitted by applicable law. In no event does termination relieve the Customer of its obligation to pay any fees payable to SFDC for the period before the effective date of termination.
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Supporting quotations
If this Agreement is terminated by SFDC in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable
law. In no event will termination relieve Customer of its obligation to pay any fees payable to SFDC for the period prior to the effective date of termination.
Qualifications & exceptions
The remaining-term payment obligation applies to the extent permitted by applicable law.
Named sections survive termination; Protection of Customer Data survives while SFDC holds the data
The sections titled "Free Services," "Fees and Payment," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Removal of Non-SFDC Applications," "Surviving Provisions" and "General Provisions" survive any termination or expiration. The "Protection of Customer Data" section survives only for so long as SFDC retains possession of Customer Data.
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Supporting quotations
The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,”
“Removal of Non-SFDC Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as SFDC retains possession of Customer Data.
Qualifications & exceptions
The Protection of Customer Data section survives only for so long as SFDC retains possession of Customer Data.
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
Charges & Financial Obligations · Procedure
In Italy, fees are invoiced in advance and due net 30 days; SDI delays do not change the term
For Customers domiciled in Italy, fees are invoiced in advance and otherwise in accordance with the relevant Order Form. Unless the Order Form says otherwise, fees are due net 30 days from the invoice date. The parties acknowledge that invoices are also submitted electronically by SFDC through the Agenzia delle Entrate's Exchange System (SDI - Sistema di Interscambio) as described in the "Electronic Invoicing" section, and any delay due to the SDI does not affect the payment term. The Customer is responsible for providing complete and accurate billing and contact information to SFDC and for notifying SFDC of changes.
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Supporting quotations
5.2.1 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. The parties acknowledge that invoices are also be submitted electronically by SFDC in accordance with the “Electronic Invoicing” section below through the Agenzia delle Entrate’s Exchange System (SDI – Sistema di Interscambio) and any delay due to the SDI shall not affect the foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to SFDC and shall notify SFDC of any changes to such information.
Qualifications & exceptions
Applies only to Customers domiciled in Italy.
The net 30 term applies unless the Order Form says otherwise.
Customer must review the Documentation during a trial and export data that would otherwise be lost
During the trial period the Customer is told to review the applicable Service's Documentation to become familiar with its features and functions before making a purchase. Data and customizations created in the trial are permanently lost at the end of the trial unless the Customer buys a subscription to the same Services, buys applicable upgraded Services, or exports the data, and cannot be carried into a Service that would be a downgrade from the trial.
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Supporting quotations
CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.
PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
Qualifications & exceptions
Applies during a free trial and before the end of the trial period.
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.
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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.
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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".
Charges & Financial Obligations · Restriction or exception
Free Services come with usage limits in the Documentation, and exceeding them requires buying more
Free Services are provided without charge up to certain limits described in the Documentation. Usage over those limits requires the Customer to purchase additional resources or services.
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Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services.
“Free Services” means Services that SFDC makes available to Customer free of charge.
Qualifications & exceptions
Limits are described in the Documentation.
Not stated here
The Documentation, which sets the limits, was not supplied.
Account & Service Control · Restriction or exception
SFDC may end access to Free Services at any time, for any reason, without notice or liability
The Customer agrees that SFDC, in its sole discretion and for any or no reason, may terminate access to the Free Services or any part of them. Any termination may be without prior notice, and SFDC will not be liable to the Customer or any third party for it. Section 2.7 controls over any conflicting part of the agreement.
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Customer agrees that SFDC, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof.
Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that SFDC will not be liable to Customer or any third party for such termination.
In the event of a conflict between this section and any other portion of this Agreement, this section shall control.
Qualifications & exceptions
Notice is described as possible without being excluded: termination "may be" without prior notice.
Customer must export Free Services data before access ends, with a reasonable chance to retrieve it if SFDC terminates
The Customer is solely responsible for exporting Customer Data from the Free Services before its access ends for any reason. If SFDC terminates the Customer's account, then, except as required by law, SFDC will provide the Customer a reasonable opportunity to retrieve its Customer Data.
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Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if SFDC terminates Customer’s account, except as required by law SFDC will provide Customer a reasonable opportunity to retrieve its Customer Data.
Qualifications & exceptions
The reasonable opportunity to retrieve data applies where SFDC terminates the Customer's account.
The sentence is qualified by "except as required by law".
Not stated here
The text does not define a "reasonable opportunity" or say how long it lasts, and it does not say what "except as required by law" requires or excludes.
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.
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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.
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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.
Purchased Services are subscriptions for the ordered term; added subscriptions are prorated and end with the original
Unless the Order Form or Documentation says otherwise, Purchased Services are bought as subscriptions for the term stated in the Order Form or online purchasing portal. Subscriptions may be added during a term at the same pricing as the underlying subscription, prorated for the remainder of the term, and any added subscriptions end on the same date as the underlying subscriptions.
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Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal
Qualifications & exceptions
An Order Form or the Documentation can provide otherwise.
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.
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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.