“AppExchange” means the online directory of on-demand applications that work with  the

Services, located at http://www.appexchange.com or at any successor websites.

“Services” means the online, Web-based application provided by SFDC via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.

“Third-Party  Applications”  means  online,  Web-based  applications  and  offline  software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange.

“User Guide” means the online user guide for the Services, accessible via http://www.salesforce.com, as updated from time to time.

“Users” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by You (or by SFDC or Your reseller at Your request).

“You” and “Your”means the customer entity which has contracted to purchase subscriptions to use the Services subject to the conditions of this SFDC Service Agreement.

“Your Data” means all electronic data or information submitted by You to the Services.

1. Use of Services.

(a)        User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Services).

(b)        You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and shall notify Your reseller or SFDC promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Services.

(c)        You shall use the Services solely for Your internal business purposes and shall not:  (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (vi) attempt to gain unauthorized access to the Services or its related systems or networks.

(d)       You shall not (i) modify, copy or create derivative works based on the Services; (ii) frame or mirror any content forming part of the Services, other than on Your own intranets or otherwise for its own internal business purposes; (iii) reverse engineer  the  Services;  or  (iv)  access  the  Services  in  order  to  (A)  build  a competitive product or Services, or (B) copy any ideas, features, functions or graphics of the Services.

2. Acquisition of Third-Party Products and Services.   Any acquisition by You of third- party products or Services, including but not limited to Third-Party Applications and implementation, customization and other consulting Services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party  provider.    SFDC  does  not  warrant  or  support  third-party  products  or Services, whether or not they are designated by SFDC as “certified” or otherwise.  No purchase of third-party products or Services is required to use the Services as provided by SFDC.
3. Third-Party  Applications  and  Your  Data.     If  You  install  or  enable  Third-Party Applications  for  use  with  the  Services,  You  acknowledge  that  SFDC  may  allow providers of those Third-Party Applications to access You Data as required for the interoperation of such Third Party Applications with the Services.    SFDC shall not be responsible for any disclosure, modification or deletion of You Data resulting from any such access by Third-Party Application providers.   The Services shall allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.
4. Integration with Third-PartyApplications. The Services may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications).  To use such features, Customer may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make Third-Party Application available for interoperation with the corresponding Service features on reasonable terms, SFDC may cease providing such Service  features  without  entitling  Customer  to  any  refund,  credit,  or  other compensation.
5. Proprietary Rights.   Subject to the limited rights expressly granted hereunder, SFDC reserves  all  rights,  title  and  interest  in  and  to  the  Services,  including  all  related intellectual property rights.  The Services is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.
6. Your Data.  As between SFDC and You, You exclusively own all rights, title and interest in and to all of Your Data.   Your Data is deemed your confidential information, and SFDC shall not access Your User accounts, including Your Data, except to respond to Services or technical problems or at Your request.
7. Compelled  Disclosure.    If  either  You  or  SFDC  is  compelled  by  law  to  disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
8. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Services.
9. Fees.  Contracted for fees for use of the Services represent a firm commitment: i.e., an order cannot be canceled during the term of the subscriptions, and the number of User subscriptions contracted for cannot be reduced in the middle of a subscription term.
10. Termination.   You may not cancel or terminate an executed subscription order.   User subscriptions will automatically renew for additional periods of one (1) year at the list price in effect at the time of renewal unless You give Your reseller notice of termination at least 30 days prior to the end of the relevant subscription term.  SFDC reserves the right to immediately terminate Your use of the Services without notice due to a breach of the terms of this SFDC Service Agreement by You or any User.
11. Data Storage.  You are entitled to a cumulative amount of storage per User subscription for no additional charge as set forth in the User Guide for the Services subscription type purchased.   You may purchase additional storage if necessary, and you may contact Your reseller for then-current rates.
12. No  Warranty.     SFDC  MAKES  NO  WARRANTIES  OF  ANY  KIND,  WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES  OF  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.   IN THE EVENT THAT YOUR AGREEMENT WITH YOUR RESELLER PROVIDES ANY WARRANTIES WITH RESPECT TO THE SERVICES, SUCH WARRANTIES ARE SOLELY BETWEEN YOU AND YOUR RESELLER.
13. No Liability.  IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER YOU OR SFDC HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Further Contact.   SFDC may contact you regarding new SFDC Services features and offerings.
15. Third Party Beneficiary.   SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
16. Salesforce  Mobile.  Prior  to  purchasing  Salesforce  Mobile  from  Your  reseller,  You should refer to the Mobile Device list located athttp://www.salesforce.com/mobile/devices/for information on mobile devices that are supported by salesforce.com. You agree that neither SFDC nor  Your reseller will provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by salesforce.com. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, de-install and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.