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AgentExchange Go-To-Market App Terms (For Partners)

4,826 words, 98 clausesno date on the pageread 12/10/2026source

·AgentExchange Go-To-Market App Terms (For Partners)

·Version: September 1, 2026

·THESE AGENTEXCHANGE GO-TO-MARKET APP TERMS (COLLECTIVELY, THE "TERMS") APPLY TO ANY USE BY SALESFORCE APPEXCHANGE PARTNERS OF THE AGENTEXCHANGE GO-TO-MARKET APPLICATION. BY ENTERING INTO A PARTNER APPLICATION DISTRIBUTION AGREEMENT WITH SALESFORCE THAT INCLUDES OR OTHERWISE INCORPORATES BY REFERENCE THESE TERMS (SUCH AGREEMENT, INCLUDING ANY AMENDMENTS OR ADDENDUMS THERETO, THE "AGREEMENT"), THE ENTITY ENTERING INTO THE AGREEMENT ("YOU" OR "PARTNER") AGREES TO BE BOUND BY THESE TERMS. THESE TERMS BECOME EFFECTIVE ON THE DATE THAT SUCH AGREEMENT BECOMES EFFECTIVE. UNLESS OTHERWISE NOTED HEREIN, CAPITALIZED TERMS HEREIN SHALL HAVE THE SAME MEANINGS AS SET FORTH IN THE AGREEMENT.

11. ADDITIONAL DEFINITIONS

·"Customer" means any person or entity to whom You make a Marketplace Offer and/or enter into a Marketplace Transaction.

·"Customer Fees" are the total aggregate fees for Customer's purchase, procurement, access, deployment and use of a Partner Offering by means of a Marketplace Transaction.

·"External Product" means any product or service that is not a Partner Application and that meets the requirements set forth in Section 8 below.

·"Offer Category Terms" means the then-current GTM App Requirements specific to one or more Offer Categories listed in Appendix 1 to these Terms.

·"Ineligible Transactions" has the meaning set forth in Section 3.9 below.

·"Marketplace Offer" means any offer by You of the sale, provision, deployment, or grant of access or use of a Partner Offering to a Customer by means of the GTM App.

·"Marketplace Transaction" means any Transaction with a Customer using the GTM App.

·"Marketplace Subscription" means any subscription to a Partner Offering purchased, licensed, obtained, or otherwise accessed by a Customer via a Marketplace Transaction.

·"Net Revenue" means the Customer Fees collected by SFDC's Payment Processor Service, minus Net Revenue Exclusions.

·"Net Revenue Exclusions" means (a) Taxes and foreign exchange costs (but not any withholding tax paid by Customer or Partner); (b) charges that arise through any fraudulent or invalid means; (c) charges that are subject to chargebacks, reversals, rejections, or disputes by a bank, credit card issuer, Customer, or the SFDC Payment Processor Service; or (d) charges for products that are not actually delivered or provided to the applicable Customer.

·"Partner EULA" or "Your EULA" means Your End User License Agreement or other written form of agreement with a Customer governing the Customer's access and use of a Partner Offering obtained through a Marketplace Transaction

·"Partner Net Revenue" means the remaining percentage, after deducting SFDC PNR, of Net Revenue payable to Partner.

·Partner Offering" means any Partner Application or External Product included in a Marketplace Offer or Marketplace Transaction.

·"Payment Processor Service" means the third party provider made available by SFDC and designated by SFDC as the processor of payments received in connection with Marketplace Transactions. Any Payment Processor Service is a Non-SFDC Application.

·"Product Catalog" means the listing of Partner Applications, External Products, pricing and product specific terms that Salesforce makes available for Partner's use with the GTMApp, as updated from time to time by SFDC via SFDC's online Service Order submission application.

·"GTM App" means the online application made available by SFDC or its Affiliates to You through which You may offer and enter into Marketplace Transactions. For clarity, the GTM App does not include Your public or private listings on the SFDC AppExchange, which continue to be governed by the AppExchange Addendum to the Salesforce Partner Program Agreement.

·"GTM App Guide" means the Salesforce AgentExchange Go-To-Market Application Guide available at https://developer.salesforce.com/developer-centers/appexchange, as may be updated by SFDC from time to time in its sole discretion. Please note that the GTM App may be referred to as the "Partner Marketplace App" or "PMA" in the GTM App Guide.

·"GTM App Requirements" means any product, technical, operational, content, legal, and other requirements for Your use of the GTM App that are provided to You by SFDC, including those set forth or otherwise referenced in the Product Catalog Terms, the Product Catalog, or the GTM App Guide.

·"SFDC PNR" means the specified percentage, that is set forth in the Product Catalog, of Net Revenue payable to SFDC from Marketplace Transactions.

·"Transaction" means any sale, licensing, provision, deployment, or grant of access or use of a Partner Offering by You.

·"URL Terms" means the GTM App Guide and any GTM App Requirements that are identified therein.

22. ONBOARDING REQUIREMENTS.

  • 2.12.1. Payment Account. You must open and maintain an account with SFDC's Payment Processor Service for use with the GTM App (Your "Payment Processor Account"), provide all information requested by SFDC or SFDC's Payment Processor Service in connection therewith, and keep such information accurate.
  • 2.22.2. Partner Materials. You must provide SFDC with information and/or materials concerning Partner and/or any product or service You wish to include in a Partner Offering (collectively, inclusive of the Offerings, "Partner Materials") as required by SFDC for SFDC's initial review and approval for use with the GTM App. SFDC may approve or reject Partner Materials for use with the GTM App in its sole discretion, and reserves the right to reject, limit, or revoke such approval at any time in its sole discretion. You must keep Partner Materials accurate, correct, and current.
  • 2.32.3. GTM App Requirements. Partner, Partner Offering(s), and Partner's use of the GTMApp and its GTM App Processor Account must comply at all times with the Agreement, these Terms, and applicable GTM App Requirements. Partner must promptly (but no later than 15 days following the change) notify SFDC and submit the product for SFDC's re-review if Partner makes a change to the Partner Offering that: (i) results in the Partner Offering no longer complying with the GTM App Requirements; or (ii) renders inaccurate or untrue any of the supporting documentation provided by Partner to verify compliance with the GTM App Requirements.

33. COMMERCIAL TERMS.

  • 3.13.1. Marketplace Offers. Using the tools SFDC makes available in the GTMApp, You will specify the details of Your Marketplace Offers, including, without limitation, the prices, user licenses, subscription terms, and EULAs (collectively, the "Offer Details"). All Offer Details, including, without limitation, the Partner EULA, must be complete, accurate, and up-to-date and must comply with and be consistent with these Terms and any applicable Offer Category Terms.
  • 3.23.2. Marketplace Transactions. All Marketplace Transactions must be processed by SFDC's Payment Processor Service. For clarity, if the installation, access, and/or full use of any of the features and capabilities of a Partner Offering requires a Customer to pay fees of any kind to Partner (i.e., the Partner Offering integrates to or makes use of any application or other product or service for which Partner collects fees), such fees must be included in the Marketplace Transaction, and, even if they are not, shall be considered "Customer Fees" subject to the applicable SFDC PNR under these Terms.
  • 3.33.3. License Management. If a Partner Offering includes a Partner Application, following a Marketplace Transaction, Salesforce will limit the Customer's access to the Partner Application based on the subscription term and user licenses specified by You in the Offer Details. During the Customer's Marketplace Subscription Term, any additional user licenses, upgrades, and/or renewals of existing licenses to the Partner Application must be purchased via Marketplace Transactions. License management is not available for External Products.
  • 3.43.4. Payment Terms. Subject to these Terms and the Processor Terms, on each business day during the Term, SFDC's Payment Processor Service will commence the remittance to Your designated bank account of the aggregate Partner Net Revenue, if any, received by the Payment Processor Service during the prior business day. You acknowledge and agree that remittance completion times may vary based on the Processor Terms. You will bear all risk of fraud or loss, including the risk of chargebacks or credit card fraud associated with Your Marketplace Transactions. SFDC does not guarantee payment on behalf of any Customer.
  • 3.53.5. Reports. SFDC will make available to You such report(s) relating to Marketplace Transactions

·for Partner Offerings in such format(s) as are generally made available to other Partners.

3.63.6. Refunds.

  • 3.6.13.6.1. SFDC Refunds. Subject to Section 4.4 (Billing Agent), SFDC may, in its sole discretion, provide Customers a refund of paid Customer Fees solely (a) if the charges fall within clauses (b) through (d) of the definition of Net Revenue Exclusions or (b) pursuant to Section 5.4.1 (Term and Termination).
  • 3.6.23.6.2. Cancellations and Refunds. Subject to Section 3.8 (Current Restrictions), You will review and process cancellations of, and provide refunds and adjustments for, your Marketplace Transactions in accordance with the cancellation and refund policy provided in Your EULA at the time of the applicable Marketplace Transaction and as otherwise required by law.
  • 3.73.7. Offsets, Designated Account and Reserve Account. Subject to Section 4.5 (Billing Agent), SFDC may deduct from amounts owed to You under these Terms, or require You to reimburse SFDC for, (a) amounts refunded in accordance with Section 3.6 (Refunds) and (b) amounts overpaid to You in connection with these Terms, including, for example, Partner Net Revenue previously paid to You that falls within the Net Revenue Exclusions. SFDC reserves the right to require You to execute a Debit Authorization form authorizing SFDC to initiate Automated Clearinghouse ("ACH") debits to the deposit account You provide to the SFDC Payment Processor Service ("Designated Account"). SFDC may initiate ACH debits to the Designated Account from time to time in accordance with these Terms. SDFC reserves the right to require You to execute a Debit Authorization to an additional deposit account ("Reserve Account") in addition to the Designated Account and may require You to hold funds in such Reserve Account in an amount that SFDC determines in its sole discretion are necessary to meet Your obligations under these Terms. ACH returns of debit entries indicating insufficient funds (NSF), account closed, authorization revoked, payment stopped or similar ACH return codes shall be a breach of these Terms.
  • 3.83.8. Current Restrictions. The GTM App does not currently support, nor will SFDC be required to support: (i) automatic renewals of Marketplace Subscriptions; (ii) cancellations of Marketplace Transactions; (iii) early termination of Marketplace Subscriptions; or (iv) credits or refunds initiated by You to Customers. If You wish to cancel a Marketplace Transaction, terminate a Marketplace Subscription, or issue a credit or refund in connection with a Marketplace Transaction, You must handle it directly with the Customer outside of the GTM App. In no case will any such withdrawal, cancellation, termination, credit, or refund give rise to any liability of SFDC to You or to the Customer, including for a refund or damages. SFDC may, in its sole discretion, introduce new technology to remove such limitations or assist You in resolving Customer disputes arising from these limitations.
  • 3.93.9. Ineligible Transactions. In addition to the restrictions set forth in Section 3.8 above, certain Transactions may not be processed via the GTM App as described below, in this Addendum and in the GTM App Guide (collectively, "Ineligible Transactions").
  • 3.9.13.9.1. Geographic Availability. The GTM App may not be used for Marketplace Transactions with any person or entity located outside of the United States.
  • 3.9.23.9.2. Active Service Orders. The GTM App may not be used to distribute the Partner Application where You already have an active Service Order covering distribution of the same Partner Application to the same Customer. Upon expiration of such Service Order, You may distribute the Partner Application to such Customer using the GTM App if You have met the requirements set forth in the GTM App Guide.

44. ALLOCATION OF RESPONSIBILITIES.

  • 4.14.1. Your Marketplace Offers and Transactions. For clarity, as between SFDC and You, You are solely responsible for the development, accuracy, legality, and appropriateness of content, information, products, services, or other Partner Materials You make available, license, distribute, or otherwise provide to SFDC or a Customer in connection Your use of the GTM App. This includes, for example, and without limitation, information or materials provided by You to SFDC in connection with the GTM App, Your Offer Details, and Your Partner Offerings.
  • 4.24.2. Your Customer Relationships. For clarity, as between SFDC and You, You are solely responsible for Your relationships with Customers following a Marketplace Offer or Transaction, including, for example and without limitation, any enforcement of or disputes under Your EULA, providing any customer or technical support for the Partner Offering, or for any acts, omissions or disputes with Customers arising from or in connection with a Marketplace Transaction. Notwithstanding the foregoing, at SFDC's sole discretion, SFDC may assist in resolving any dispute between You and any Customer concerning a Marketplace Transaction but is not obligated to do so.
  • 4.34.3. Your Payment Processor Account. Your access and use of Your Payment Processor Account will be subject to additional terms and conditions provided by SFDC's Payment Processor Service ("Processor Terms"). As between SFDC and You, You are solely responsible for Your activity in Your Payment Processor Account and must adhere to the Processor Terms at all times. If You become aware that you are in breach of the Processor Terms, You shall provide SFDC with notice of such breach and You hereby allow SFDC to forward such notice to SFDC's Payment Processor Service. You acknowledge and agree that SFDC may, and You hereby authorize SFDC to, monitor, access, and use the data in Your Payment Processor Account, share such data with SFDC's Payment Processor Service, and/or direct SFDC's Payment Processor Service to take actions related to Your Payment Processor Account in connection with the performance of SFDC's obligations hereunder and completion or resolution of any of Your Marketplace Transactions.
  • 4.44.4. Billing Agent. You hereby appoint SFDC and/or the applicable SFDC Affiliate as Your authorized billing agent to act on Your behalf for the limited purpose of receiving, processing invoicing Marketplace Transactions ("Billing Agent"). As Billing Agent, SFDC shall instruct SFDC's Payment Processor Service in settling payments due to You for such Marketplace Transactions. You acknowledge that (a) SFDC's Payment Processor Service will (i) receive on Your behalf amounts that Marketplace Customers pay in Marketplace Transactions, (ii) process purchases, and chargebacks arising out of Marketplace Transactions, and (iii) pay You the Partner Net Revenue in accordance with Section 3.4 (Payment Terms) and (b) acknowledge that payment received by SFDC's Payment Processor Service will constitute payment to You, and Customers' payment obligation for Marketplace Transactions will be deemed completed and

·discharged at that time.

  • 4.54.5. Taxes. With regards to sales, use, excise, import, export, value-added, withholding and other taxes and duties assessed, incurred or required to be collected or paid ("Taxes"), when SFDC is legally obligated by a valid taxing authority to do so, we will charge, collect, and remit Taxes in connection with a Marketplace Transaction, and we will provide Customers with a compliant tax invoice. Except as provided by the foregoing, You are responsible for the calculation, invoicing (if required), validation and payment of all Taxes in connection with a Marketplace Transaction, excluding any taxes on any net income earned hereunder by SFDC. You will provide any relevant party to a Marketplace Transaction with any information reasonably requested to reduce or eliminate the amount of withholding or deduction for taxes or to satisfy information reporting or withholding tax obligations, in each case, with respect to any payments under these Terms. All fees and payments payable by You to SFDC under these Terms are exclusive of any applicable Taxes, deductions or withholding (including but not limited to cross-border withholding Taxes).

55. TERM AND TERMINATION.

  • 5.15.1. Term. These Terms shall apply for a period of time beginning from the Effective Date until the end of the Addendum Term, unless terminated earlier by either Party as set forth in these Terms (such period of time, the "GTM App Term").
  • 5.25.2. Suspension / Termination. You may terminate the GTM App Term for cause upon 30 days written notice to SFDC of a material breach of the Terms if such breach remains uncured at the expiration of such period. SFDC may terminate the GTM App Term at its sole discretion upon thirty days' written notice to You. In the event that, in SFDC's judgment, You, a Partner Offering, or its interoperation with SFDC's services, (i) imminently threatens the security, integrity or availability of SFDC's services (including with respect to potential unauthorized use or disclosure of Customer Data) or (ii) materially breaches these Terms or the Agreement, SFDC reserves the right to immediately (a) terminate the GTM App Term or (b) suspend Partner's use of the GTM App, provided that, to the extent legally permitted, SFDC will use commercially reasonable efforts under the circumstances to provide Partner with notice and an opportunity to remedy such threat, breach, or violation prior to any such suspension or termination.
  • 5.35.3. Effect of Termination. Upon termination of the GTM App Term and subject to Section 5.4 (Wind Down) of these Terms, all of Your access to and use of the GTM App shall cease and You may not engage in any further Marketplace Offers or Transactions.

5.45.4. Wind Down.

  • 5.4.15.4.1. Except where prohibited by applicable law or regulation ("Applicable Law"), upon the conclusion of the GTM App Term or where SFDC has withdrawn its authorization to use the GTM App with a product or service, a "Wind Down Period" will apply as to any Marketplace Subscriptions purchased before the date of termination or withdrawal. The "Wind Down Period" for each affected Marketplace Subscription will begin on the effective date of termination, and end on the date that the last Marketplace Subscription term expires or terminates (for clarity, renewals

·will not be possible following the effective date of termination). Notwithstanding the preceding sentence, (a) SFDC may, in its sole discretion, elect not to apply a Wind Down Period if SFDC terminates the GTM App Term pursuant to Section 5.2 (Suspension/Termination), (b) SFDC may terminate the Wind Down Period if any of the circumstances set forth in clauses (i) to (iii) of Section 5.2 (Suspension/Termination) occurs during the Wind Down Period, and (c) the parties may mutually agree to terminate the Wind Down Period prior to its expiration. If the Wind Down Period does not apply or is terminated early in accordance with this Section 5.4.1, SFDC may refund prorated prepaid fees to the affected Customer, and You agree that SFDC may offset against amounts owed to You under these Terms or the Agreement or require You to reimburse SFDC for any Partner Net Revenue paid to You based on amounts refunded to the Customer in accordance with this sentence.

  • 5.4.25.4.2. During the Wind Down Period, (a) these Terms will continue to apply to the Partner Offering; and (b) You will continue to allow the procurement, deployment, access to and use of the Partner Offering by existing Customers for existing Marketplace Subscriptions and will continue to support the Partner Offering, in each case in accordance with these Terms and Your EULA. Subject to these Terms, upon the termination of the GTM App Term and any applicable Wind Down Period, SFDC's Payment Processor Service will pay You any remaining amounts owed to You under Section 3.4 (Payment Terms) within 30 days after termination or expiration of the applicable Wind Down Period. SFDC will have no responsibility or liability to You under these Terms for any Customer's use of the Partner Offering after the end of the Wind Down Period.
  • 66. REPRESENTATIONS AND WARRANTIES. In addition to all Partner Representations and Warranties in the Agreement, You further represent and warrant that:
  • 6.16.1. You have full power and authority to enter into these Terms;
  • 6.26.2. in connection with Your activities under these Terms, You, the Offer Details, the Partner Offering and Partner Materials will comply with Applicable Law; and
  • 6.36.3. You have all necessary intellectual property rights in the Partner Offering and Partner Materials necessary to grant SFDC whatever rights have been granted by You in these Terms and to make the Offer Details and Partner Offering available to Customers.
  • 77. INDEMNIFICATION. By using the Marketplace Services, You agree to add the following to the definition of "Claim Against SFDC" as defined in the Agreement: "any claim, action, demand, suit or proceeding made or brought against SFDC (i) by SFDC's Payment Processor Service arising from, related to or in connection with Your Payment Processor Account; (ii) by a Partner Customer arising from, related to, or in connection with a dispute arising from the Offer Details; or (iii) by any taxing authority alleging the nonpayment, underpayment, or failure to collect and remit or deduct any Taxes. (including any associated penalties and interest) in connection with a Marketplace Transaction, provided that (i) to (iii) shall not apply to the extent a claim, action, demand, suit or proceeding is caused by SFDC's gross negligence, intentional misconduct, non-compliance with its obligations under Applicable Law, unless attributable to inaccurate information provided by You. For clarity, the

·indemnification obligations set forth in this Section of these Terms are in addition to, and not in lieu of, any other indemnification obligations set forth in the Agreement and will be subject to the same processes for indemnification obligations set forth in the Agreement.

88. EXTERNAL PRODUCTS.

  • 8.18.1. Use of the GTM App Use to sell an External Product is subject to SFDC's approval and limited to the External Products categories specified in the Offer Category Terms. Use of the GTMApp to sell an External Product may be withdrawn at any time in SFDC's sole discretion.
  • 8.28.2. When including an External Product in a Marketplace Offer, You must (i) when creating the Offer, correctly and accurately categorize the External Product based on categories made available to You in the GTM App and (ii) in the Offer Details, clearly distinguish the External Product from any Partner Application.
  • 8.38.3. Except as provided herein, External Products are subject to the same warranties, indemnities, limitations of liability, exclusions of liability, and compliance obligations applicable to Partner Applications under the Agreement. Notwithstanding the foregoing, for the purposes of the section of the Agreement titled "Indemnification by Partner, " a "Claim Against SFDC" includes any claim, demand, suit or proceeding made or brought against SFDC by a third party alleging that an External Product included in a Partner Offering infringes or misappropriates such third party's intellectual property rights or that would not arise but for such External Product, and Partner's obligations under such indemnity shall be not be subject to the section of the Agreement titled "Limitation Of Liability. "
  • 8.48.4. While External Products are not Partner Applications subject to the ISV Partner Application Review or ISV Application Guidelines, they must adhere to industry-standard best practices, maintain appropriate technical and organizational measures for the protection of the security, confidentiality and integrity of any electronic data provided by or for Customer to Partner in connection with the External Products, and may not include known vulnerabilities, viruses, spyware, Trojan horses, or other malicious code of any kind.
  • 99. SURVIVAL. The following sections shall survive termination of the GTM App Term: Sections 1 (Definitions), 3.6 (Refunds), 3.7 (Offsets, Designated Account and Reserve Account), 4 (Allocation of Responsibilities), 5 (Term and Termination), 7 (Indemnification), 8 (External Products) 9 (Survival) and 10 (General Terms) of these Terms.

1010. GENERAL TERMS.

  • 10.110.1. Modifications. SFDCmay from time to time, in its sole discretion, make changes to these Terms and the URL Terms from time to time. SFDC will post any change to these Terms to https://www.salesforce.com/company/legal/ or, for the URL Terms, the page where the applicable URL Terms are located. Unless You separately agree to the changes (e.g., via a click-to-accept), You hereby agree that changes to these Terms or the URL Terms will become effective 30 days after they are posted and that You are bound by such changes, except to the extent the changes apply to new GTM App functionality or are required by Applicable Law, in which case they will be effective immediately. If You do not agree to the revised Terms or URL

·Terms, You shall immediately cease all use of the GTM App. Your continued use of the GTM App after such change will constitute Your consent and agreement to such changes.

  • 10.210.2. No Agency. Except as set forth in Section 4.4 (Billing Agent), these Terms do not create any agency, partnership, or joint venture between the parties.
  • 10.310.3. Conflicting Terms. If there is a conflict between the Agreement, these Terms and the URL Terms, then the documents will control in the following order (of decreasing precedence): these Terms, the URL Terms (unless any of the URL Terms expressly state that its terms will control over those in these Terms); and the Agreement.
  • 10.410.4. Headers. Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms.

Appendix 1APPENDIX 1

·OFFER CATEGORY TERMS - EXTERNAL PRODUCTS

·Version: September 1, 2026

·Below are the categories of External Products available for use with the GTM App and terms specific to such categories.

  • 11. PROFESSIONAL SERVICES. The following terms apply to External Products that are Professional Services Products:
  • 1.11.1. Definition: As used herein, "Professional Services" means services that are performed by the Partner's or Partner's subcontractor's personnel for the benefit of a Customer that fall within one of the following subcategories.
  • 3Professional training: live instructor-led business or professional training, including scheduled virtual or in-person classes, workshops, enablement sessions, conferences, seminars, or certification preparation with real-time instructor interaction.
  • 4Streaming training: web-based, self-paced instruction delivered remotely without live instructor interaction, such as pre-recorded modules, asynchronous certification content, online self-study classes, or other online digital learning assets.
  • 5Implementation/configuration services: Software implementation or configuration services in which software may be created, edited, modified, or otherwise altered by Partner during the engagement.
  • 6Consulting/advising services: purely advisory professional advisory or consulting services,such as strategy, solution assessments, architecture/design guidance, digital-transformation advisory, and technical expertise.
  • 7Help desk services: all other optional services that do not involve any creation or modification of computer software code, such as IT consulting and advisory services (e.g., solution assessments, digital transformation, etc.), help desk or similar user troubleshooting assistance, data migration services, and premium customer support services including full managed services. Does not include services performed by another unaffiliated third-party service provider.
  • 1.21.2. Optional Only. Professional Services may only be offered by Partner (not third parties) on an "optional" basis - meaning that the Partner cannot require the purchase of Professional Services as a condition of Customer's purchase of another product through the GTM App.
  • 1.31.3. Subject Of Support. Professional Services must support Customer's Use of Services, Partner Applications, or Partner SaaS Products.
  • 1.41.4. SOW Required. For each Partner Offering that includes Professional Services, Partner will include a statement of work describing the Professional Services to be performed by Partner or on Partner's behalf for the Customer and the applicable Customer Fees ("SOW").
  • 1.51.5. Use of sub-contractors. To the extent the Partner provides the services using third party

·sub-contractors, (i) Partner must clearly identify all such third parties in the Offer Details; (ii) Partner must remain fully contractually responsible to Customer for all services provided thereunder; and (iii) Partner must ensure that each such third party complies with all applicable terms of the Agreement and these Terms applicable to Partner as if each such third party were an original party to the Agreement. If any such third party breaches the Agreement or these Terms, that breach will be deemed a breach by Partner, and Partner will be fully liable to SFDC for any such breach.

  • 1.61.6. Additional Indemnification. Without limiting Section 7 of the Terms, by including a Professional Services Product in a Partner Offering, Partner agrees to add the following to the definition of "Claim Against SFDC" as defined in the Agreement: "any claim, action, demand, suit or proceeding made or brought against SFDC to the extent arising from any claims by Partner's employees, agents, consultants, subcontractors, or any other third parties performing services on Partner's behalf relating to workers compensation or other benefits.
  • 22. SAAS PRODUCTS. If Your Partner Offering includes a SaaS Product, the following terms apply in addition to the Terms:
  • 2.12.1. As used in this Section 2 of these Product Terms, "SaaS Products" means cloud-based software hosted by Partner and made available to Customer users over the internet, including flat-fee or per-user SaaS subscriptions, managed package extensions, cloud-based software access sold as the primary deliverable, or metered SaaS or software usage units when the credits are solely for consuming the cloud-based software service. It does not include (i) products that include downloadable, on-premise, load-and-leave, or tangible media software; (ii) products involving telecommunications, SMS, or voice service features; or (iii) products billed using open-ended credits where the credits can be redeemed for products other than SaaS.
  • 2.22.2. Unless otherwise approved by SFDC in writing, SaaS Products may only interoperate with the Salesforce Services through an application or solution approved by SFDC for distribution under the AgentExchange ISV Program or another applicable SFDC Partner Program such as, for example, the Slack, MuleSoft or Tableau Technology Partner Programs.
  • 2.32.3. Subscriptions to Partner Applications that are available for distribution through the Go-To-Market App may not be sold as SaaS External Products.