Delphi and Delphi Select Terms
The following additional terms apply to the use of the above-referenced Services. These terms are an integral part of the Agreement. To the extent of a conflict between these terms below and the terms of the MSSA, the terms below will prevail.
Delphi and Delphi Select Subscription Services (collectively, “Delphi”) operate on Salesforce.com, Inc. (“SFDC”) a third-party platform (“SFDC Platform”). These terms are an integral part of the MSSA and govern in the event of a conflict with the MSSA, pertaining to Delphi and any other SFDC products licensed by Customer from Amadeus (e.g., storage or SFDC test environments).
1. APPROVED THIRD PARTY USERS
a. “Approved Third Party Users” shall mean Customer’s representatives, agents, vendors, contractors that: (i) Customer has requested and received approval in writing from Amadeus to be granted a Delphi User, (ii) and each Approved Third-Party User has executed a form of a third-party user license with Amadeus (“Third Party User License”) and; (iii) for whom Customer agrees to be fully liable. Customer agrees that no third parties, including but not limited to representatives, agents, vendors or consultants, will be given access to Delphi other than Approved Third Party Users.
b. Customer will be required to purchase a Delphi User for each Approved Third-Party User. Customer understands and agrees that Amadeus may revoke a Third-Party User License upon notice and Customer agrees to immediately terminate any applicable Approved Third-Party User Delphi User(s). For the avoidance of doubt, Customer’s Management Company (as defined in Section 7 herein) shall not be considered an “Approved Third Party User” and instead is subject to the requirements of Section 7 herein.
2. THIRD PARTY INTERGRATIONS.
a. If a third-party application integrates or accesses data into the Delphi custom object in SFDC (vs. a SFDC object) (“Third Party Integration”), Amadeus certification is required for such Third-Party Integration.
a. In addition to the termination rights in the Agreement, Amadeus may terminate or suspend Customer’s Delphi User(s) if: (i) Customer is in material breach of the SFDC Service Agreement(s) referenced in Section 4 herein, or (ii) SFDC suspends or terminates Customer’s access to the SFDC Platform. Amadeus will work with Customer in good faith to resolve the issue(s) which prompted the suspension. In no event will any such termination or suspension give rise to any liability of Amadeus or SFDC to the Customer for a refund or damages. Amadeus reserves the right to assess a reconnection fee in the event the suspension results from Customer’s failure to pay the applicable Delphi fees or Customer’s intentional violation of this Agreement or the SFDC Service Agreement(s). Termination and/or suspension is without prejudice to other remedies available to Amadeus for any violation of the Agreement by Customer.
4. SALESFORCE.COM SERVICES AGREEMENTS. Customer agrees that SFDC’s sole liability and obligations to Customer are set forth in the applicable Salesforce Services Agreement below to which Customer hereby agrees to be bound. Customer is contracting solely with Amadeus for the provision of Delphi and is not entering into a contractual relationship with SFDC. SFDC has no liability for Delphi or for its continued availability. SFDC is under no obligation to provide Delphi, or to refund to Customer any fees paid by Customer, or to assume any contractual relationship with Customer in the event Delphi becomes unavailable for any reason. Customer hereby agrees to be bound to the Salesforce Services Agreement below, which is applicable to type of Delphi User set forth on the Services Order
a. Platform Embedded Edition – www.amadeus-hospitality.com/legal/sfdc-platform-embedded-edition-oem-services-subscriptions//
b. Platform Embedded Edition Plus – www.amadeus-hospitality.com/legal/sfdc-platform-embedded-edition-plus-oem-services-subscriptions/
c. Platform Embedded Edition Plus 20 – www.amadeus-hospitality.com/terms-conditions/sfdc-platform-embedded-edition-plus-20-oem-services-subscriptions/
d. Platform Enterprise Edition and Platform Unlimited Edition – www.amadeus-hospitality.com/legal/sfdc-platform-enterprise-edition-platform-unlimited-edition-oem-services-subscriptions/
5. SPECIAL PROVISION FOR CUSTOMERS WITH SHARED SFDC ORGS. If Delphi is being provisioned into Customer’s existing SFDC Org, Customer acknowledges that: (i) Customer’s access to the Org, including Delphi, may be suspended due to non-payment by the Customer of applicable fees to SFDC or breach of the Customer’s agreement with SFDC, and (ii) in the event such Customer’s relationship with SFDC is terminated as a result of non-payment or other material breach of such Customer’s agreement with SFDC, such Customer’s Users to Delphi would also be terminated and Customer would remain liable to Amadeus for all contracted Delphi charges. In no case will any such termination or suspension by SFDC give rise to any liability of SFDC or Amadeus to Customer for a refund or damages.
6. RESTRICTIONS. Customer’s use of the SFDC Platform is further restricted based on the SFDC platform license type purchased by Customer, as follows:
a. Platform Embedded Edition. Customer shall not develop applications for use with the Platform Embedded Edition or extend usage by use of additional custom objects. Customer’s use of the SFDC Platform is limited to the objects and functionalities included in Delphi and those functionalities of the SFDC Platform strictly necessary for operation of Delphi. Customer may not use Platform Embedded Edition to run third-party applications other than Delphi.
b. Platform Embedded Edition Plus. (I) Customer may develop one (1) additional application solely for Customer’s internal use and subject to the limitations in Section 7 herein (each a “Custom Application”) with Platform Embedded Edition Plus using up to ten (10) custom objects (each a “Custom Object”). The maximum number of Platform Embedded Edition Plus Custom Objects that can be accessed or created in connection with any Platform Embedded Edition Plus subscription is ten (10) (regardless of whether such Platform Embedded Edition Plus Custom Objects are accessed or created in connection with Delphi or the Custom Application). (II) The Custom Application and the Platform Embedded Edition Plus Custom Objects are for use solely with Delphi. Other than the permitted Custom Application, Customer shall not develop applications for Delphi or Platform Embedded Edition Plus. Customer cannot extend Platform Embedded Edition Plus using additional custom objects other than the permitted Platform Embedded Edition Plus Custom Objects. Customer’s use of Platform Embedded Edition Plus is limited to the objects and functionalities included in Delphi, the Custom Application and the Platform Embedded Edition Plus Custom Objects.
c. Platform Embedded Edition Plus 20. Customer may develop one (1) Customer Application with Platform Embedded Edition Plus 20 using up to twenty (20) Custom Objects. The maximum number of Platform Embedded Edition Plus 20 Custom Objects that can be accessed or created in connection with any Platform Embedded Edition Plus 20 subscription is twenty (20) (regardless of whether such Platform Embedded Edition Plus 20 Custom Objects are accessed or created in connection with Delphi or the Custom Application). The Custom Application and the Platform Embedded Edition Plus 20 Custom Objects are for use solely with Delphi. Other than the permitted Custom Application, Customer shall not develop applications for Delphi or Platform Embedded Edition Plus 20. Customer cannot extend Platform Embedded Edition Plus 20 using additional custom objects other than the permitted Platform Embedded Edition Plus Custom Objects 20. Customer’s use of Platform Embedded Edition Plus 20 is limited to the objects and functionalities included in Delphi, the Custom Application and the Platform Embedded Edition Plus 20 Custom Objects.
d. Platform Enterprise Edition and Platform Unlimited Edition. Subject to the restrictions in Section 6(b)(II) herein, Customer may develop one Custom Application for use with Platform Enterprise Edition or Platform Unlimited Edition Custom Objects subject to the limitations for Platform Enterprise Edition and Platform Unlimited Edition OEM subscriptions (as applicable) set forth in the SFDC User Guide.
e. Customer understands that the above limitations in Sections 6a-d herein are contractual in nature (i.e., the functionality itself may not been disabled as a technical matter) and Amadeus or SFDC may audit Customer’s use of Delphi or the SFDC Platform, including use of any Customer Objects and Custom Applications. Should any audit reveal any unauthorized use, Customer agrees to pay to Amadeus, within thirty (30) days of notice of the audit results, for the cost of the audit plus the difference between the price charged to the Customer for its then licensed Delphi User Subscription(s) and Amadeus’ then-current list price for Platform Enterprise Edition or Platform Unlimited Edition, beginning on the date of the first violation through the end of the then current Delphi term (“Prohibited Use Penalty”). This User type will then apply to all Delphi renewals. Furthermore, if the audit reveals any unauthorized use other than excess licenses or Custom Objects, Customer will cease all such unauthorized use within thirty (30) days of written notice, which includes removal, disabling or other de-activation of any connection, activity, data or other unauthorized actions taken via the SFDC Platform, Delphi or any Customer Application or Custom Object. If Customer does not take the requested action, Customer understands and agrees that Amadeus may take any and all actions via its Users to implement such requirements directly or suspend Customer’s access to Delphi and the SFDC Platform. Customer further agrees that Amadeus will have no liability directly or indirectly for any action or suspension of any access taken to enforce the terms of the Agreement if Customer has not remediated as required within the thirty (30) day period. Customer further understands that its obligations include to disconnect all third party access from any unauthorized activity and to securely delete all data derived from such unauthorized use and to require all third parties with whom such data was shared to do so as well within the required notice period.
f. For any ISVForce solutions, Customer must contract directly with a ISVForce SFDC Reseller to license users for the use of the ISVForce solution.
a. Amadeus is not responsible for and will have no liability to Customer, its Delphi Users, or any Approved Third Party Users for: (i) any use of Delphi or the SFDC Platform that is not expressly authorized in the MSSA, (ii) any activity or functionality in the SFDC Platform other than to the extent enabled directly by Amadeus for Delphi generally for all customers, (iii) any “Customizations” (as defined below), (iv) any SFDC-provided connections and applications, including through the Salesforce AppExchange or connections to Delphi enabled by Customer (collectively, “Connections”), or (v) the SFDC Platform. For clarity, Connections available through SFDC will not be deemed to be enabled or certified solely by virtue of Amadeus use, enablement or provision of the SFDC Platform in connection with Delphi.
b. Customer is responsible for all Customizations and Connections.
c. Unless Customer is authorized in writing by Amadeus in an amendment or change order hereto, Customer will not nor will it permit or enable a third parties to access, cache, disclose or export, directly or indirectly, any data in Delphi to a third party or otherwise permit, enable or facilitate any action or omission resulting in the circumventing of the terms of the Agreement, including the process for online booking of meeting space, usage of data or other activity associated with the bookings or fees set forth in the applicable Services Order
d. Customer will defend, indemnify and hold harmless Amadeus and its Affiliates from and against claims arising from or related to: (i) any use of Delphi or the SFDC Platform by Customer, a Customer-owned or managed property, or their respective Authorized Users or their third parties other than authorized herein; (ii) Customizations, (iii) Connections, (iv) violation of these terms, or (v) in the event Amadeus consents to inclusion of a non-Customer owned or managed property in Customer’s Org, such property’s (or its users’) acts or omissions set forth in (i)-(iv) of this paragraph.
e. “Customizations” means Customer’s: (i) creation, modification, or repurposing of any object, any field or other customization within Delphi or the SFDC Platform; (ii) any changes to or overrides of the Delphi’s default settings, including but not limited to, the default record-level security configuration (OWD); or (iii) the removal or deactivation of an integration user account, in each case by Customer, its users, or its third parties.
f. Customer shall not permit any property not owned or managed by Customer, or users and third parties of any such property, access to or use of Customer’s SFDC Org without Amadeus’ prior written consent.
g. If Customer is under management by a third party (“Management Company”) and the Management Company is a user of Delphi or is the corporate administrator of Delphi for the Customer’s Org, the Management Company must sign an agreement with Amadeus for its use of Delphi.
h. If Customer is a Management Company, before adding a property to the Customer’s Org, Customer must agree to the terms on behalf of the property unless such property executes its own agreement with Amadeus.
8. ADMINISTRATION AND SUPPORT SERVICES. Customer is responsible for its own administration of Delphi and Customer’s SFDC Org. SFDC will provision one (1) administrative user for each block of fifty (50) Delphi Users, for Customer’s use. Additional administrative Delphi Users are available at an additional charge. To allow Amadeus to provide support to Customer for Delphi, SFDC will provision one additional administrative user to Customer’s Org, at no additional charge for the Amadeus support team to access Customer’s Org. SFDC does not provide Support for Delphi.
9. STORAGE. Each Delphi Org is automatically allotted 10GB of storage. Additional storage may be purchased through Amadeus by Customer for the Customer’s Org.
10. SERVICE LEVEL AVAILABILITY.
The Subscription Service will be available 99% percent of the time during defined production hours (“System Availability”) as set forth in this “Service Level Agreement” (this “SLA”). If Amadeus fails to meet the System Availability for three (3) consecutive months, Customer’s sole remedy shall be the prompt and expeditious appointment of a member of Amadeus’ executive team to resolve Customer’s disputes.
System Availability is tracked and calculated monthly, as follows:
(Total Production Minutes – excluded) – Production Outage Minutes
(Total Production Minutes – excluded)
- Total Production Minutes are the total number of minutes during the production window in the month.
- Production Outage Minutes represent system-wide outages that are not covered under excluded.
- Excluded means the following:
– Regular Scheduled Maintenance – Any outages during the predefined maintenance window(s), or when announced 3 days or more in advance and used for system upgrades and improvements.
– Emergency Scheduled Maintenance – Any outages when announced 1 hour or more in advance and used for emergency repairs or upgrades that could otherwise negatively impact Customer’s operations.
– Any period of unavailability lasting less than five (5) minutes.
– Any unavailability caused by Customer’s misuse or negligence or circumstances beyond Amadeus’ reasonable control, including hosting or network provider outages and Force Majeure Events.
Unavailability of some specific features or functions within the Subscription Service while others remain available will not constitute unavailability of the Subscription Service so long as the unavailable features or functions are not, in the aggregate, material to the Subscription Service as a whole. Additionally, third party connectivity issues and third party downtime are explicitly excluded from the System Availability calculation.