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Salesforce Program Agreement · Clause 16.4
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Salesforce Program Agreement

31,302 words, 479 clausesupdated June 30, 2026read 12/10/2026source

·Last Updated: June 30, 2026

·This Program Agreement (the "Program Agreement") governs any use of (including any access to):

  • ·AgentExchange and AgentExchange Go-To-Market App, Communities, Group Leaders, Salesforce VIP Programs, Trailhead, Events, Help Portal, Networking Portals,
  • ·Salesforce Developers Program, (as these terms are defined below), Net Zero Marketplace,
  • ·Agentforce Labs website-based applications and other interactive demo sites, such as the Headless Experience Layer (HXL) Playground,
  • ·any Salesforce website that links to this Program Agreement, and
  • ·any other Salesforce products and services (including events hosted or organized by Salesforce) governed by any Program Terms below

·(each, together with any Salesforce services, information, data, content and other materials available in such product or service, any corresponding Salesforce website, and any successor product(s) or service(s), whether made available through such website or through any other channel, a "Program").

·BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) ACCESSING, DOWNLOADING OR USING A PROGRAM, OR (3) OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS PROGRAM AGREEMENT, YOU AGREE TO THE TERMS OF THIS PROGRAM AGREEMENT AND ANY APPLICABLE PROGRAM TERMS, AS DEFINED BELOW (COLLECTIVELY, THE "AGREEMENT"). YOU HEREBY AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THE AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (AS DEFINED BELOW) TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" AND "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES (AS DEFINED BELOW). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY PROGRAM.

·This Agreement is effective between you and the Salesforce Party (as defined below), as of the date of your accepting this Agreement.

·"Salesforce Party" means the company described in Section 16 ("Who You Are Contracting With; Notices; Governing Law and Jurisdiction") below.

·"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.

·"Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

·"Salesforce" means the Salesforce Party and its Affiliates.

·Additional terms may apply with respect to particular Salesforce products and services (as updated by Salesforce from time to time, the "Program Terms"). Program Terms are available below, or on or through the applicable Program. In the event of any conflict or inconsistency between the Program Agreement and any Program Terms, the Program Terms will control to the extent of such conflict or inconsistency, solely with respect to the applicable Program.

·Notwithstanding the foregoing, if at any time a Program or any portion thereof is subject to a separate agreement between you and Salesforce, then your use of such Program or such portion thereof is governed by that separate agreement during that time, and not by this Program Agreement.

·Please note that certain Programs may be subject to certain eligibility requirements and other conditions, such as registration requirements, Salesforce approval of order forms, and payment of applicable fees. Any rights that you may have under the Agreement with respect to such Programs are subject to your fulfillment of such requirements and conditions. You must not access, download or use any Program unless you have accepted the terms of the Agreement and fulfilled all applicable eligibility requirements and conditions.

·THE AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 16.4 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS IN CERTAIN CIRCUMSTANCES TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

·We may change this Agreement by posting a revised version at https://www.salesforce.com/company/legal/program-agreement/, https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/salesforce_Developer_MSA.pdf , or any other applicable website of ours and such updates will be effective upon the 30th day following such posting. Your use of any Program following any changes to this Agreement will constitute your acceptance of those changes to this Agreement, as applicable.

·Salesforce may, at any time and without liability, modify or discontinue all or part of any Program, charge, modify or waive any fees required to use any Program. Any use of a Program is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so.

·Your submission of information, including Registration Information (as defined below), to or through any Program is governed by the Salesforce Privacy Statement, as updated by Salesforce from time to time, currently available at https://www.salesforce.com/company/legal/privacy/ (the "Privacy Statement"), unless you have been presented with a different privacy statement by Salesforce at the time of registration, to the extent such information is considered Personal Data (as defined in the Privacy Statement or in the different privacy statement presented by Salesforce at the time of registration). Salesforce may amend or replace the privacy statement presented at the time of registration without further notice. You may check regularly for updates and, if the privacy statement presented at the time of registration is no longer available, this Privacy Statement governs. In addition, any information you submit to or through any Program, including Registration Information, may be collected in, transferred to and stored in the U.S. and/or other countries where Salesforce or its service providers operate. The countries where Salesforce or its service providers operate are available via an email request sent to privacy@salesforce.com. You represent and warrant that you will be responsible for the accuracy, completeness, quality and legality of any information you provide in connection with any Program, including Registration Information, the means by which you acquired such information, and your use of such information in connection with any Program.

·Your first name, last name, profile picture, location and other information you provide in connection with a Program, including Registration Information, may be publicly displayed, including on any profile page or in connection with your activities. Certain of your information or activities in connection with your use of Programs may be publicly displayed or otherwise viewable by others. Your Salesforce Account and/or the applicable Program may make available functionality enabling you to manage certain of your privacy settings, notifications and other preferences. Unless expressly set forth otherwise, any such privacy settings, notifications and other preferences available through a Program will apply only with respect to that Program, and will not affect your privacy settings, notifications or other preferences with respect to any other Program or any other aspect of your Salesforce Account. Salesforce may use or disclose your information in accordance with the Privacy Statement, including (a) to send you information, notices, surveys and evaluations related to any Program or to your account(s) with Salesforce, including by phone (even if the phone number provided is on a National or State Do Not Call List), email, text, private messaging functionality, or other means, to the maximum extent permitted under applicable laws; (b) for marketing purposes, including marketing to any corporation, partnership or other entity with which you are associated (an "Organization"), such as reaching out to your Organization about Salesforce products and services and potentially letting your Organization know abou your participation in a Program, consistent with applicable laws; (c) for internal business purposes, such as to improve Salesforce products and services by better understanding how users interact with Programs; or (d) to create aggregated, non-personal, which Salesforce may use or disclose for any purpose.

·The prohibited actions and prohibited materials set forth in the Salesforce Acceptable Use and External-Facing Services Policy and Artificial Intelligence Acceptable Use Policy, as updated by Salesforce from time to time, currently available at https://www.salesforce.com/company/legal/ (the "AUP"), are also prohibited with respect to the Programs. In addition, in connection with any Program, you will not (and you will not allow your users or any third party to):

  • ·Gain unauthorized access to, the Program or the servers or networks used to make the Program available, including by hacking or defacing any portion of the Program; or violate any requirement, procedure or policy of such servers or networks.
  • ·Interfere with or disrupt the integrity of any information, data, content or other materials available in or through the Program.
  • ·Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Program, except as expressly authorized in the applicable Program Terms or by separate express, written consent from Salesforce.
  • ·Frame or mirror any portion of the Program, or otherwise incorporate any portion of the Program into any product or service, except as expressly authorized in the applicable Program Terms or by separate express, written consent from Salesforce.
  • ·Systematically download and store any information, data, content or other materials available in or through the Program, except as required in order to use the applicable Program or as expressly authorized in the applicable Program Terms or by separate express, written consent from Salesforce.
  • ·Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather any information, data, content or other materials available in or through the Program, or reproduce or circumvent the navigational structure or presentation of the Program, without Salesforce's express prior written consent.
  • ·Falsely state or imply that you are associated with Salesforce or another person.
  • ·Access or use any Program if you are Salesforce's direct competitor, or access or use any Program for any competitive purposes, including to build a competitive product or service, or any product or service using similar ideas, features, functions or graphics as any Program, or for purposes of benchmarking or otherwise monitoring the Program's availability, performance or functionality.
  • ·Use any portion of any Program for any purpose, including duplicating any portion of any Program, using any portion of any Program for your internal business operations, for production purposes or for any commercial purpose (including use in connection with any advertising or other commercial solicitation), or making available to any third party any portion of the Program, except in each case as expressly authorized in the applicable Program Terms or in a separate agreement between you and Salesforce, or by separate express, written consent from Salesforce.

·You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other products or services needed to use any Program. In addition, please remember that, in connection with a Program, you may be providing information, data, content or other materials to a diverse and international audience. Things that do not seem offensive or otherwise objectionable may seem so to others. You will (and will cause your users and any third party to) treat other users of the Program with courtesy and respect.

·Salesforce may entrust you with information, data, content or other materials that are not already in the public domain ("Confidential Information"). You will indefinitely maintain the confidentiality of all Confidential Information learned under the Agreement, and will not disclose or otherwise make available to any third party, directly or indirectly, Confidential Information without Salesforce's prior written approval. You will not share company or financial secrets or discuss rumors or speculation about Salesforce. You must not reverse engineer, disassemble or decompile any software or tangible objects embodying any Confidential Information.

·You will use the same degree of care to protect Confidential Information as you use to protect your or your Organization's confidential information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. You must not use any Confidential Information except for the purpose of fulfilling your obligations under the Agreement, or as otherwise described in the applicable Program Terms. You may disclose Confidential Information only to your employees or contractors who need to know such Confidential Information as part of such authorized use, and who are bound in writing to confidentiality restrictions no less restrictive than those set forth in the Agreement. Any act or omission by any contractor engaged by you, or, for clarity, by any of your employees or other personnel, that would be a breach of the Agreement (including this Section) will be deemed to be a breach of the Agreement by you.

·You agree that Salesforce shall be the sole and exclusive owner of all of its Confidential Information and any Derivatives (as defined below) thereof, whether created by Salesforce, you or any third party, and no license or other rights to such Confidential Information or Derivatives are granted or implied under the Agreement. "Derivatives" means (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon or modification thereof; or (iii) for trade secret material, any new material derived from such trade secret material, including new material that may be protected by copyright, patent and/or trade secret. Upon expiration or termination of the Agreement or the applicable Program Terms (or your rights with respect to the applicable authorized use for such Confidential Information) (or your rights with respect to the applicable Credential Designation, for Learning and Certification Programs), you must return or destroy (at Salesforce's option) all materials embodying Confidential Information.

·You acknowledge that a breach in this provision will result in irreparable and continuing harm for which there will be no adequate remedy at law, and that Salesforce shall be entitled to injunctive relief and/or a decree for specific performance, without the requirement to post any bond, and to such other relief as may be proper (including monetary damages if appropriate).

5.15.1. Salesforce Account. You may need to register to use all or part of a Program. Salesforce may reject, or require that you change, any login credentials or other information that you provide in registering (collectively, the "Registration Information"). Your login credentials are for your personal use only and should be kept confidential. You, and not Salesforce, are responsible for any use or misuse of your login credentials and all activities occurring from any account provisioned by Salesforce (a "Salesforce Account") that you have. You must use reasonable efforts to maintain the confidentiality of and prevent unauthorized use of, and you must promptly notify Salesforce of any confidentiality breach or unauthorized use of, your login credentials or your Salesforce Account. Salesforce considers any Salesforce Account with the same email address, phone number or other unique identifier, as verified by Salesforce in accordance with its procedures, to belong to the same user. If you have registered to use more than one Program (or if you subsequently register to use additional Programs), Salesforce may automatically and irreversibly merge all of your Salesforce Accounts into one Salesforce Account (including combining your Registration Information, profiles, and other account data), or require you to use consistent Registration Information across all such accounts. When your Salesforce Accounts are merged, the login credentials for any one of your Salesforce Accounts may give you access to the merged account. In addition, if you do not have an existing Salesforce Account and register for a Program (including to use a Program or to attend a Program, such as Dreamforce), your Registration Information may be automatically used by Salesforce to create a Salesforce Account for you, and Salesforce may require you to use such Salesforce Account for other Programs. Accordingly, cancellation or termination of your Salesforce Account for one Program, or suspension or termination of your use of any one Program, may also result in suspension or termination of your use of any other Program or all Programs.

5.25.2. Salesforce Accounts Managed by Others. If your Salesforce Account is connected to a Salesforce-login user account managed by your employer or a third party, then (a) we may share information related to your Program activity with your employer or third-party account manager, (b) additional terms may apply to your use of any applicable Program, and (c) your administrator may be able to access (including view or modify your profile or Registration Information) or disable your Salesforce Account without Salesforce's involvement.

·You and other users of a Program may have the ability to make certain information, data, content or other materials, including testimonials, reviews, posts, comments and other user-generated content, pictures and documents available through or in connection with the Program (each, a "Submission"), including on profile pages or on the Program's interactive products or services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Submissions reflect only the opinions of the user who made available the Submission and not the opinions of Salesforce, regardless of whether the user is affiliated with Salesforce, and may contain or constitute Third Party Materials (as defined below). Any Submissions made available through any message board or forum in response to posted questions, or that otherwise purports to answer any questions, including any questions about Salesforce or Programs, are made available for your general knowledge only and should never be relied upon as answers to your specific questions (even if an answer is marked as a "best" answer or with any similar qualifications). You should always contact Salesforce support for answers to your specific questions. Salesforce has no control over Submissions, and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. Submissions are not confidential information and you understand that Salesforce has no control over the extent to which any Submission may be used by a third party once the Submission is posted or displayed. YOU MUST NOT MAKE ANY PERSONAL DATA (INCLUDING YOUR PERSONAL DATA AND PERSONAL DATA OF ANY OTHER PERSON) PUBLICLY AVAILABLE THROUGH ANY PROGRAM (EXCEPT, FOR CLARITY, YOUR PERSONAL DATA THAT YOU MAKE AVAILABLE IN REGISTRATION INFORMATION FIELDS PROVIDED BY SALESFORCE THAT REQUEST SUCH PERSONAL DATA). WITHOUT LIMITING THE FOREGOING, YOU ARE RESPONSIBLE FOR ANY PERSONAL DATA THAT YOU DO MAKE AVAILABLE THROUGH ANY PROGRAM, AND, IF YOU MAKE ANY PERSONAL DATA OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH ANY PROGRAM, YOU DO SO AT YOUR OWN RISK.

7.17.1. Submissions. Except as otherwise expressly set forth in the applicable Program Terms, you retain ownership of your Submissions, and for each such Submission, you hereby grant to Salesforce, to the maximum extent permitted under applicable law, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including marketing or promotional purposes, such as testimonials).

7.27.2. Feedback. If you provide or otherwise make available to Salesforce any suggestions, enhancement requests, recommendations, corrections or other feedback ("Feedback"), whether related to any Program or otherwise, then the terms of the Agreement applicable to Submissions (including Sections 7.1, 7.2, 8 and 14 of this Program Agreement) will also apply to such Feedback, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Salesforce under any fiduciary or other obligation.

7.37.3. Necessary Rights; Waiver. You represent and warrant that you have all rights necessary to grant the licenses granted in the Agreement, including in this Section 7, and that your Submissions, and your provision of any Submission in connection with any Program, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. To the maximum extent permitted under applicable law, you further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

·Salesforce may monitor, evaluate, alter or remove Submissions, including to comply with any of the terms of the Digital Millennium Copyright Act, the European Union E-Commerce Directive 2000/30/EC and other laws dealing with the removal of or limiting access to content. In addition, to the extent permitted by applicable laws, Salesforce may track or analyze your access to or use of any Program, and may use and disclose to anyone (including to third parties, such as an administrator of an Organization if your Salesforce Account is assigned to you by an Organization) information regarding your access to and use of any Program, and the circumstances surrounding such access and use, for any reason or purpose (including for diagnostic or marketing purposes), except to the extent set forth otherwise in the Privacy Statement.

9.19.1. Programs. Subject to the limited rights expressly granted hereunder, Salesforce, its licensors and content providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

9.29.2. Trademarks. You may not use any trade name, trademark, service mark or logo (including but not limited to SALESFORCE, SALESFORCE.COM, the Salesforce logo, any Salesforce character logos such as Astro or Codey, FORCE, DREAMFORCE, LIGHTNING, TRAILHEAD, the "No Software" logo, APPEXCHANGE, APEX, and CHATTER) of Salesforce in any manner without Salesforce's express prior written permission, and any such permitted uses will be subject to the Salesforce Trademark and Copyright Usage Guidelines, as updated by Salesforce from time to time, currently available at https://www.salesforce.com/company/legal/tmcusageguidelines/ (the "Trademark and Copyright Usage Guidelines") and any other trademarks and copyright usage guidelines provided to You by Salesforce. All trade names, trademarks, service marks and logos in or available through any Program that are not owned by Salesforce are the property of their respective owners. Nothing in the Agreement and nothing in or available through any Program should be construed as granting any right to use any trade name, trademark, service mark or logo without the express prior written consent of its owner. You will not bid on or purchase any keyword that is Salesforce's trademark, service mark or logo in any keyword advertising service (such as Google AdWords) except with Salesforce's prior written consent.

·Certain Program functionality may make available access to products, services, information, data, content and other materials made available by or on behalf of third parties, including Submissions ("Third Party Materials"), or allow for the routing or transmission of Third Party Materials, including via links. By using such functionality, you are directing Salesforce to access, route and transmit to you the applicable Third Party Materials. In addition, your installation and other use of Third Party Materials may result in transmission of your information, data, content or other materials outside of Salesforce's systems, or otherwise result in third-party access to or use of your information, data, content or other materials. Salesforce neither controls nor endorses, nor is Salesforce responsible for, any Third Party Materials, including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any applicable intellectual property rights. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in the Agreement will be deemed to be a representation or warranty by Salesforce with respect to any Third Party Materials. Salesforce has no obligation to monitor Third Party Materials, and it may block or disable access to any Third Party Materials (in whole or part) through any Program at any time. In addition, the availability of any Third Party Materials through a Program does not imply Salesforce's endorsement of, or affiliation with, any provider of such Third Party Materials, nor does it create any legal relationship between you and any such provider.

·YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

·Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, "Promotions") available in or through a Program may be governed by rules that are separate from the Agreement. If you participate in any Promotions, please review the applicable rules as well as the Privacy Statement. To the extent of any conflict or inconsistency between the Agreement and any Promotion rules, the Promotion rules will control.

·SALESFORCE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SALESFORCE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE PROGRAMS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN "AS IS," "WHERE IS" AND "WHERE AVAILABLE" BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. SALESFORCE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF SALESFORCE, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, TOGETHER WITH SALESFORCE, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, THE "SALESFORCE AFFILIATED PARTIES").

·While Salesforce tries to maintain the timeliness, integrity and security of the Programs, it does not guarantee that any Program is or will remain updated, complete, correct or secure, or that access to any Programs will be uninterrupted. The Programs may include inaccuracies, errors and materials that violate or conflict with the Agreement. Third parties may also make unauthorized alterations to the Programs.

·EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE PROGRAM TERMS, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALL SALESFORCE AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PROGRAMS, EXCEED TEN U.S. DOLLARS ($10.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL ANY SALESFORCE AFFILIATED PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE 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, EVEN IF ANY SALESFORCE AFFILIATED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

·WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) NO SALESFORCE AFFILIATED PARTY WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE OPERATION OR PROVISION OF, OR YOUR USE OF OR INABILITY TO USE, ANY PROGRAM OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, SPYWARE OR OTHER SIMILAR COMPUTER CODE, FILE OR PROGRAM THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; AND (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY PROGRAM OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE APPLICABLE PROGRAM OR THIRD PARTY MATERIALS.

·ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF EACH SALESFORCE AFFILIATED PARTY.

·To the maximum extent permitted under applicable law, you will defend each Salesforce Affiliated Party against any claim, demand, suit or proceeding made or brought against any Salesforce Affiliated Party by a third party arising out of or relating to: (a) your use of, or activities in connection with, the Programs (including all Submissions), and/or (b) any violation or alleged violation of the Agreement by you (each, a "Claim Against Salesforce"); and you will indemnify such Salesforce Affiliated Party from any damages, attorney fees and costs finally awarded against such Salesforce Affiliated Party as a result of, or for any amounts paid by such Salesforce Affiliated Party under a settlement approved by you in writing of, a Claim Against Salesforce, provided the applicable Salesforce Affiliated Party (i) promptly gives you written notice of the Claim Against Salesforce, (ii) gives you sole control of the defense and settlement of the Claim Against Salesforce (except that you may not settle any Claim Against Salesforce unless it unconditionally releases each applicable Salesforce Affiliated Party of all liability), and (iii) gives you reasonable assistance, at your expense.

·The Program Agreement and all Program Terms will continue until terminated, except as specified otherwise in the applicable Program Terms. Salesforce may terminate or suspend your use of any Program, any portion of any Program, or all Programs at any time and without prior notice. Immediately upon any such termination or suspension, your right to use the applicable Program(s) or portion of such Program(s) will permanently or temporarily cease (as applicable), and Salesforce may deactivate or delete your login credentials and account, and all associated information, data, content or other materials, without any obligation to provide further access to those materials. If the Salesforce Party terminates your right to use a Program, then the applicable Program Terms will terminate, unless those Program Terms also apply to your use of another Program, in which case those Program Terms will remain in effect solely with respect to the other Program. You may terminate your use of any Program at any time. To request that we delete your Salesforce Account, please contact Salesforce support or follow any applicable instructions available on or through a Program or provided by Salesforce in writing. Please note that deleting your Salesforce Account may not result in the deletion of all information related to your Salesforce Account. If the Salesforce Party terminates this Program Agreement, then all Program Terms and your rights with respect to all Programs will automatically terminate. Sections 2-3, 5.2 and 6-19 of this Program Agreement will survive its termination, in addition to any provision of the Program Terms that survive, as set forth in the applicable Program Terms.

16.116.1. General. The Salesforce Party entering into the Agreement, the address to which you should direct notices under the Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with the Agreement, and, unless Section 16.4 below applies to you, the courts that have jurisdiction over any such dispute or lawsuit, depend on where you are domiciled. If an order form, invoice or receipt has been issued to you in respect of a Program by a Salesforce Affiliate different from the Salesforce Party, that Salesforce Affiliate shall be considered the Salesforce Party to this Agreement for the purpose of such Program, and agrees to be bound by the terms of this Agreement as if it were an original party hereto. Any version of the Agreement made available to you in any language other than English is for your convenience only, and you acknowledge and agree that the English version of the Agreement currently available at https://www.salesforce.com/company/legal/program-agreement/ is the legally binding version of the Agreement. Notwithstanding the foregoing, and you hereby acknowledge and agree that if the English version of the Agreement is held by a court of competent jurisdiction to be unenforceable, then the applicable translated version of the Agreement (as identified in the table below) will be the legally binding version of the Agreement.

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 CanadaSalesforce, Inc. (f/k/a salesforce.com, inc.), a Delaware corporationSalesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy to attn: General CounselCalifornia and controlling United States federal lawSan Francisco, California, U.S.A.
BrazilSalesforce Tecnologia Ltda.Av. Jornalista Roberto Marinho, 85, 14o Andar - Cidade Monções, CEP 04576-010 São Paulo - SPBrazilSão Paulo, SP, Brazil
Canadasalesforce.com Canada Corporation, a Nova Scotia corporationSalesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy to attn: General CounselOntario and controlling Canadian federal lawToronto, Ontario, Canada
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 KingdomSFDC Ireland Limited, a limited liability company incorporated in IrelandSalesforce 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, IrelandEnglandLondon, England
Francesalesforce.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, FranceSalesforce 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, FranceFranceParis, France
Germanysalesforce.com Germany GmbH, a limited liability company, incorporated in GermanySalesforce 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, GermanyGermanyMunich, Germany
Italysalesforce.com Italy S.r.l., an Italian limited liability company having its registered address at Piazza Filippo Meda 5, 20121 Milan (MI), VAT / Fiscal code n. 04959160963Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal DepartmentItalyMilan, Italy
SpainSalesforce Systems Spain, S.L., a limited liability company incorporated in SpainSalesforce 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 79, Madrid, 28046, SpainSpainMadrid, Spain
United KingdomSalesforce UK Limited, a limited liability company incorporated in EnglandSalesforce 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 KingdomEnglandLondon, England
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 Zealandsalesforce.com Singapore Pte Ltd, a Singapore private limited company5 Temasek Boulevard #13-01, Suntec Tower 5, Singapore, 038985, attn: Director, APAC Sales Operations, with a copy to attn: General CounselSingaporeSingapore
Australia or New ZealandSFDC Australia Pty LtdSalesforce Tower, Level 39, 180 George Street, Sydney, NSW 2000, Australia, attn: Senior Director, Finance with a copy to attn: General CounselNew South Wales, AustraliaNew South Wales, Australia
Indiasalesforce.com India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 of Indiasalesforce.com India Private Limited Torrey Pines, 3rd Floor, Embassy Golflinks Software Business Park Bangalore Karnataka 560071, IndiaIndiaBangalore, India
JapanSalesforce Japan Co., Ltd. (f/k/a Kabushiki Kaisha Salesforce.com), a Japan corporation1-1-3, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan, attn: Senior Director, Japan Sales Operations, with a copy to attn: General CounselJapanTokyo, Japan

16.216.2. Notices. Except as set forth otherwise in the Agreement, all notices to Salesforce that are required or permitted under the Agreement will be in writing to the applicable address in Section 16.1 above, and will be effective upon: (a) personal delivery; or (b) the second business day after mailing, (c) except for notices of termination or an indemnifiable claim ("Legal Notices"), which will be effective only when delivered in accordance with subsection (a) or (b) and clearly identified as Legal Notices. Notices to you may be made by any reasonable means, including by posting within the applicable Program or to any website for the applicable Program, or by email or regular mail.

16.316.3. Governing Law and Jurisdiction. Except as provided in Section 16.5 below, each party agrees that the Agreement will be governed by the applicable governing law set forth in Section 16.1 above, without regard to choice or conflicts of law rules, or the United Nations Convention on the International Sale of Goods and each party also agrees to the exclusive jurisdiction of the applicable courts set forth in Section 16.1 above, submits to the personal jurisdiction of such courts, and waives any defense based on venue or inconvenient forum.

16.416.4. ARBITRATION. IF YOU ARE DOMICILED IN THE U.S. AND ARE NOT SUBJECT TO ANY OTHER DISPUTE RESOLUTION PROVISION IN ANY MAIN SERVICES AGREEMENT, OTHER THAN A DEVELOPER MAIN SERVICES AGREEMENT, BETWEEN YOU AND SALESFORCE, THEN, ALL DISPUTES ARISING OUT OF OR RELATED TO THE AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND A SALESFORCE AFFILIATED PARTY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE, EXCEPT THAT EACH PARTY RETAINS THE RIGHT TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE. NOTWITHSTANDING ANYTHING IN THIS SECTION 16.4, EITHER PARTY MAY IMMEDIATELY BRING A PROCEEDING (SOLELY ON AN INDIVIDUAL BASIS, AND NOT ON A CLASS BASIS) SEEKING PRELIMINARY INJUNCTIVE RELIEF OR A TEMPORARY RESTRAINING ORDER IN A COURT HAVING JURISDICTION THEREOF WHICH SHALL REMAIN IN EFFECT SUBJECT TO THE RULES, PROCEDURES AND STATUTES APPLICABLE TO SUCH RELIEF UNTIL (A) AN ORDER IS ENTERED BY A COURT OF COMPETENT JURISDICTION ENFORCING A FINAL AWARD MADE IN ARBITRATION OF THE APPLICABLE CLAIM, OR (B) AN APPELLATE COURT VACATES, STAYS OR OVERRULES SUCH RELIEF.

·YOU AGREE THAT ANY ARBITRATION UNDER THE AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

·The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by the Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/consumer. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator's decision will follow the terms of the Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of the Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing: (1) nothing in the Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you, and (2) any party may seek injunctive relief in any court of competent jurisdiction.

16.516.5. If You Reside in the EU. If you are resident in the European Union and acting as a consumer within the scope of Regulation (EC) No. 593/2008, the foregoing choice of governing law provisions will not have the result of depriving you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the laws applicable where you habitually reside.

16.616.6. Cooperation. You will cooperate with Salesforce in regard to any inquiry, dispute or controversy related to this Agreement in which Salesforce may become involved and of which you may have knowledge.

·It is Salesforce's policy (a) to respond expeditiously to notifications of claimed copyright and trademark infringement by, where appropriate, removing, or disabling access to, any material that is claimed to be infringing or to be the subject of infringing activity and, (b) in appropriate circumstances, to exclude from Programs those users whom Salesforce suspects to be repeatedly or blatantly infringing copyrights. If you believe any material available on or through any Program (including any applicable website for a Program) infringes your copyrights, you may request removal of the material from the Program (or request that Salesforce disable access to that material) by following the instructions available at https://www.salesforce.com/company/legal/ .

·If you would like to use any Salesforce materials available on or through any Program, please refer to instructions for seeking permission by reviewing the Trademark and Copyright Usage Guidelines and the Permission to Use Trademark and/or Copyrighted Work Form, currently available at https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Terms%20of%20Service/salesforce permission-to-use-copyrighted-work.pdf .

·The services, content, and other technology Salesforce makes available may be subject to export and economic sanctions laws and regulations of the United States, the European Union, the United Kingdom, and other jurisdictions. You are responsible for complying with all U.S. and other applicable export control and sanctions laws, any applicable import laws, regulations and requirements of the country of importation, and all other applicable laws, regulations and requirements which may apply to the services, content, or other technology that are subject to these Terms and shall be liable for any violation of such laws, regulations and requirements. You represent that you are not: (a) currently identified on any sanctions or export control list maintained by the U.S., EU, or UK, government, including, but not limited to, the Specially Designated Nationals ("SDN") List maintained by the Department of the Treasury, Office of Foreign Assets Control ("OFAC") or the Denied Persons or Entity Lists maintained by the Department of Commerce, Bureau of Industry and Security ("BIS") (collectively "Sanctioned Persons"); nor (b) located, organized or ordinarily resident in a U.S.-embargoed country or territory (currently Cuba, Iran, North Korea, Syria and the Crimea, Luhansk and Donetsk regions or as may be updated from to time at https://www.salesforce.com/company/legal/compliance/ (each, an "Embargoed Territory")). You shall not, directly or indirectly (a) use or access services, provide services into or from, or permit users to access or use any services from, an Embargoed Territory; (b) engage in any transaction with, or allow access or use of any services by, a Sanctioned Person; (c) provide services to or permit user access to any end-user for any known end-use related to the proliferation of nuclear, chemical or biological weapons or missiles, or to any end-user or for any end-use prohibited under U.S., EU, UK or other applicable law; or (d) engage in any other activity or transaction pursuant to these Terms that would be in violation of any U.S., EU, UK or other applicable trade, export or economic sanctions law or regulation.

·You and the Salesforce Party are independent contractors. The Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and Salesforce. You will not represent that you have any authority to assume or create any obligation, express or implied, on behalf of any Salesforce Affiliated Party, or represent any Salesforce Affiliated Party as an agent, employee, franchisee, or in any other capacity. You will not make any proposals, promises, warranties, guarantees or representations on behalf of any Salesforce Affiliated Party or in any Salesforce Affiliated Party's name. If any provision of the 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 the Agreement will remain in effect. You may not assign any of your rights or obligations under the Agreement, whether by operation of law or otherwise. Salesforce may assign, transfer or sublicense any or all of its rights or obligations under the Agreement without restriction. Neither party's waiver of any breach under the Agreement will be considered a waiver of any earlier or later breach. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. Titles and headings of sections of the Agreement are for convenience only and will not affect the construction of any provision of the Agreement. The term "including" and its variations will be interpreted as if followed by the phrase "without limitation." The Agreement, including any terms incorporated in the Agreement, is the entire agreement between you and the Salesforce Party relating to its subject matter, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, relating to that subject matter between You and Salesforce; except that, nothing in the Agreement will limit either Party's or their Affiliates' or Salesforce Affiliated Parties' rights or obligations to the other Party or their Affiliates or Salesforce Affiliated Parties under any other agreement between them. Salesforce will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. Each Salesforce Affiliated Party is an express third-party beneficiary under the Agreement; there are no other third-party beneficiaries under the Agreement. The Programs are not intended for use by, and must not be used by, anyone who is not at least eighteen (18) years of age, or anyone who has not reached the age of legal majority in his or her applicable jurisdiction. Please note that parental control protections are commercially available that may assist in limiting access to material that is harmful to minors. Current providers of these protections are listed at https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers; Salesforce does not endorse any of the listed products or services. Last Updated: September 14, 2026

·These Program Terms for AgentExchange ("Program Terms") apply to the use of (including any access to) the AgentExchange site, currently located at agentexchange.salesforce.com (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "AgentExchange") and the AgentExchange Go-To-Market App (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "AgentExchange GTM App"). The AgentExchange and the AgentExchange GTM App are more fully described in Section 1 below.

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not use AgentExchange or AgentExchange GTM App unless you accept the Agreement. *Formerly known as AppExchange. All references to AppExchange are now hereby replaced with AgentExchange. **Formerly known as the Partner Marketplace App or PMA. All references to the Partner Marketplace App or the PMA are now hereby replaced with AgentExchange Go-To-Market App.

11. Installation and Use of Apps

·AgentExchange is an online directory and marketplace of web-based, on-demand applications, downloadable software applications, and/or software (each, an "App") and professional services (each such professional service, a "Partner Professional Service"), as further described on AgentExchange. AgentExchange GTM App is an end-to-end buying, provisioning and billing experience powered by Salesforce, as further described in the AgentExchange GTM App documentation. Eligible providers may make offers to you via AgentExchange GTM App for their Apps or Partner Professional Services For clarity, Apps and Partner Professional Services available on or through AgentExchange or AgentExchange GTM App may be subject to other terms, including any terms that are presented during the test drive or installation process (the "App / Partner Professional Services Terms"). App subscriptions purchased through AgentExchange GTM App will not automatically renew, and must be re-purchased prior to the end of their applicable term(s) to ensure continued use.

·If the listed provider of an App is Salesforce, then the App is provided by Salesforce, and you may contact Salesforce with any questions regarding such App or the App Terms for such App. You agree to comply with the App Terms for each Salesforce App that you use, and the Salesforce App Terms will control (solely with respect to the applicable App) to the extent of any conflict or inconsistency between those App Terms and the Agreement.

·If the listed provider of an App or Partner Professional Service is any third party or Salesforce Labs, then the App or Partner Professional Service is a Non-SFDC Application as defined in Salesforce's Main Services Agreement, and any support for such App or Partner Professional Service is solely as set forth in any applicable App / Partner Professional Service Terms. Additionally, please note that the Go-To-Market App enables providers to sell Apps that are part of the Salesforce Partner Program (each such App, a "Partner Application" or "Partner App") as well as Apps that are not part of the Salesforce Partner Program and/or Partner Professional Services . While Partner Applications may be subject to certain security reviews, Apps or Partner Professional Services are not subject to security review by Salesforce. In any event, Salesforce makes no representations, warranties or guarantees regarding an App's or Partner Professional Service's quality or security and Customers are solely responsible for evaluating the quality, security, and functionality of Apps and Partner Professional Services. You agree to comply with the App / Partner Professional Services Terms for each third-party App or Partner Professional Service that you use, and the App / Partner Professional Service Terms will control. In the event of any conflict or inconsistency between those App / Partner Professional Service Terms and the Agreement, the Agreement will control. The provider is solely responsible for the sale, provision, deployment, operation, and maintenance of such App or Partner Professional Service and any disputes under the App / Partner Professional Service Terms, including those related to payments, are between you and the provider.

22. Rule of Conduct; Remedial Actions

·AgentExchange may enable you to post comments or reviews, including in regard to Apps or Partner Professional Services or reviews posted by others. Such reviews and comments will be posted under your name, as submitted to Salesforce. If you do not want your name to appear in connection with a review or comment on AgentExchange, do not post any such reviews or comments. For clarity, any such review or comment is considered a Submission.

·Reviews and comments regarding Apps or Partner Professional Services should be useful to users in evaluating whether or not to use, download, or otherwise access an App or information about such App. Please post only reviews that may be useful and helpful to others. Without limiting the AUP or the Rules of Conduct contained in the Program Agreement, you must comply with the following rules in connection with AgentExchange:

  • ·You may post only one review per App, unless a later review by you reflects a good-faith rating change based on further evaluation of the App.
  • ·If you post a review or comment on any App with which you are affiliated (e.g., an App that you or your employer or any related entity developed or owns), you must disclose such affiliation.
  • ·If you post a review or comment on any App provided by any of your competitors, you must disclose the fact that the App is provided by your competitor.
  • ·Reviews and comments that you post must not contain (a) any information or discussion regarding the employees, business or stock of Salesforce or any other company; or (b) any information or discussion regarding products or services, or any links to any third-party sites, products or services, or any other material, that is not substantially related to the relevant App.
  • ·Any review or comment you post must be accurate and truthful and reflect your honest experience with the relevant App.

33. Publishing Listings on AgentExchange

·AgentExchange may enable you to publish certain listings (which may include listings of Apps) on AgentExchange. In order to do so, you must first be approved by Salesforce to participate in the Salesforce Partner Program and have agreed to the Salesforce Partner Program Agreement, including the applicable Salesforce Partner Program Policies. Any such publication is subject to the terms set forth in the Salesforce Partner Program Agreement, including Addendum A-AgentExchange Addendum. Additionally, to utilize the AgentExchange GTM App to facilitate distribution of an App or Partner Professional Service, you must also agree to a written Agreement with Salesforce with the the AgentExchange GTM App Terms available at https://www.salesforce.com/company/legal/, as may be updated by Salesforce from time to time. For clarity, these Program Terms do not authorize you to publish any listings (including any listings of Apps or Partner Professional Services) with Salesforce, including on AgentExchange, or to distribute an App or Partner Professional Service via the AgentExchange GTM App.

44. Payments

·Salesforce may make available the ability to purchase or otherwise obtain certain Apps or Partner Professional Services through AgentExchange or AgentExchange GTM App. If you wish to make a payment transaction through AgentExchange or AgentExchange GTM App, you may be asked to supply certain relevant information, such as your financial institution account information (for ACH debit transactions ), credit card number and its expiration date and/or billing address and your shipping information. You represent and warrant that you will pay all amounts invoiced through AgentExchange or AgentExchange GTM App and that you have the right to use any credit card for which you provide any credit card information in connection with a payment transaction.

·By submitting such information, you grant to Salesforce the right to provide such information to third parties for purposes of facilitating payment transactions. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. You will pay all charges incurred by you or on your behalf through AgentExchange and AgentExchange GTM App, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your payment transactions.

·If you purchase an App or Partner Professional Service through AgentExchange GTM App, then all payments to the App Provider arising from or in connection with your access or use of the App during the purchased subscription term(s) must be made through AgentExchange GTM App. This includes, for example and without limitation, additional payments or purchases for subscriptions, seats, functionality, or usage.

·If any invoiced amount for an App purchased through AgentExchange GTM App is not received by Salesforce by the due date, then, without limiting Salesforce's or the App Provider'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, (b) Salesforce and/or the App Provider may condition future subscriptions on additional payment terms, and (c) Salesforce and/or the App Provider may disable your ability to access or use the App with the Salesforce services upon thirty days' written notice.

·Salesforce reserves the right, including without prior notice, to discontinue making available, or to refuse to provide any user with, any Apps or Partner Professional Service or other products or services available on or through AgentExchange and AgentExchange GTM App; to impose conditions on the honoring of any coupon, discount or similar promotion; and to bar any user from making any payment transaction. Further, Salesforce reserves the right to suspend, terminate, or otherwise limit or revoke access to an App or Partner Professional Service if (i) you have breached the Agreement or the App Terms or (ii) in SFDC's sole judgment, an App or Partner Professional Service , its provider, or its interoperation with Salesforce's services (a) imminently threatens the security, integrity or availability of Salesforce's services (including with respect to potential unauthorized use or disclosure of Customer Data), (b) materially breaches its agreement with Salesforce, or (c) violates applicable law or third party rights. Any refunds for AgentExchange or AgentExchange GTM App purchases will be subject to the App / Partner Professional ServiceTerms, provided that, if Salesforce revokes access to an App purchased by you through AgentExchange GTM App mid-subscription due to subsection (ii) above, Salesforce may provide you with a prorated refund of any fees prepaid by you for the App attributable to the portion of the subscription term following such revocation of access, and your obligation to pay additional fees for the App will be relieved for the remaining portion of the subscription term.

·Salesforce is not responsible for any AgentExchange or AgentExchange GTM App transaction between you and the App or Partner Professional Service provider or for any disputes arising out of such transaction. Notwithstanding the foregoing, at Salesforce's sole discretion, Salesforce may assist in resolving any dispute between you and the App or Partner Professional Service provider concerning the App or Partner Professional Service but is not obligated to do so.

·While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

55. Proprietary Rights

·Subject to the terms of the Agreement, the Salesforce Party hereby grants to you a non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to use AgentExchange and AgentExchange GTM App, as made available by Salesforce to you, solely in accordance with any applicable documentation.

·For clarity, no rights are granted under the Agreement (including these Program Terms) with respect to any Apps (including Salesforce Apps), Partner Professional Services, or any Non-SFDC Application.

66. Analytics

·Without limiting Salesforce's rights under the Program Agreement, if you access (including download) or use an App, data or other information about your access to or use of such App may be collected by Salesforce and shared with the provider of that App, including to enable such App provider to monitor usage of, enforce usage limitations of, and improve and tailor such App. Such data or other information may include aggregated usage information about such App provider's App(s), such as the number of visits to a particular App product page or the number of started but incomplete installations for a particular App.

·In addition, Salesforce may use a third party, such as Coveo, Inc. or another service provider (the "Recommendation Provider"), to power AgentExchange and AgentExchange GTM App's search and recommendation functionalities. Your search criteria, as well as data about your access or use of AgentExchange and AgentExchange GTM App, including which Apps you have accessed or used (including downloaded), may be sent to the Recommendation Provider to return search results based on your search criteria, surface relevant recommendations to you, and improve the Recommendation Provider's search and recommendation functionalities for AgentExchange and AgentExchange GTM App. Salesforce is not responsible for, and makes no representations or warranties regarding, any search results or recommendations available on or through AgentExchange and AgentExchange GTM App, whether generated by AgentExchange and AgentExchange GTM App's search and recommendation functionality or otherwise. The availability of any such results or recommendations does not imply Salesforce's endorsement of, or affiliation with, any third-party providers of products or services in connection with any such results or recommendations (including any recommended Apps). YOUR USE OF AGENTEXCHANGE AND AGENTEXCHANGE GTM APP'S SEARCH AND RECOMMENDATION FUNCTIONALITY, INCLUDING ACCESS TO OR USE OF ANY RECOMMENDED APP, IS AT YOUR OWN RISK.

77. Disclaimer of Warranties

·FOR CLARITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL DISCLAIMERS OF WARRANTIES UNDER THE PROGRAM AGREEMENT APPLY TO AGENTEXCHANGE AND AGENTEXCHANGE GTM APP AND ALL APPS, PARTNER PROFESSIONAL SERVICES, AND OTHER MATERIAL AVAILABLE ON OR THROUGH AGENTEXCHANGE AND AGENTEXCHANGE GTM APP, REGARDLESS OF WHETHER DESIGNATED AS "CERTIFIED" OR ANY SIMILAR DESIGNATION.

88. Survival

·Sections 2, 4 (with respect to fees and other charges incurred by you prior to the expiration or termination of the Agreement), 6, 7 and 8 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: July 1, 2021

·These Program Terms for Communities ("Program Terms") apply to the use of (including any access to, and any participation in any meetings listed or organized on): (a) the Partner Community site currently located at partners.salesforce.com (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "Partner Community"), (b) the Partner Navigator site currently located at partnernavigator.salesforce.com (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "Partner Navigator"), and c) any other Salesforce community site that links to the Program Agreement or these Program Terms (each, together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), a "Community Site")., Partner Community, Partner Navigator, and any Community Site, are referred to individually as a "Community" and collectively as "Communities".

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not, and you must not, use any Community unless you accept the Agreement.

11. Your Community Account

·If you register for a Community account, please note that certain of your information may be publicly displayed or otherwise viewable by others (e.g., administrators or others within an Organization) by default, including Registration Information. In addition, certain information related to your use of a Community, such as information about your learning progress and the number and types of badges you have earned, may be publicly displayed or otherwise viewable by others.

·Certain parts of Partner Community or Partner Navigator may be used or accessed only through a Partner Community account. You may be required to accept the Salesforce Partner Program Agreement ("SPPA") in order to register for a Partner Community account. If you have accepted the SPPA and it applies to your activities in connection with Partner Community or Partner Navigator, then, in the event of any irreconcilable conflict between the SPPA, the Program Agreement and these Program Terms, the SPPA will control to the extent of such conflict with respect to such activities. Notwithstanding the foregoing, nothing in the SPPA will limit your obligations to (or limit the rights of) any Salesforce Affiliated Party under the Agreement, or expand your rights (or expand the obligations of any Salesforce Affiliated Party) under the Agreement.

·Using your Community account to join certain groups within a Community, you agree to receive communications (including electronic communications) regarding group-related activities. Also, by registering for certain meetings (including Community Group Meetings, as defined below) using your Community account, you agree to receive electronic communication regarding meeting updates and post-meeting matters, which may include survey evaluations and meeting-related materials. Please note, however, that any communication that you receive from third parties, including from the leaders of any group or meeting, are not sent by or on behalf of any Salesforce Affiliated Party, and the Salesforce Affiliated Parties disclaim any responsibility for such communications.

22. Rules of Conducts; Remedial Actions

·Without limiting the AUP or the Rules of Conduct contained in the Program Agreement, in connection with any Community, you must comply with the Salesforce participation guidelines that are made available on or through the Community, including through a link in the Community, as updated by Salesforce from time to time (the "Participation Guidelines"). During Community meetings (including any Community Group Meeting), you must maintain a friendly, safe, supportive and harassment-free environment, regardless of gender, age, sexual orientation, gender identity, gender expression, disability, physical appearance, body size, race, ethnicity, religion or other group identity.

·Salesforce, and any leader of an applicable Community group or meeting (including any Community Group Meeting), may suspend your membership in the group, terminate your Community account, prohibit your participation in the group or your attendance at the meeting, at any time if you fail to comply with this Section 3 or the AUP or Rules of Conduct, or for any or no reason, without notice or liability of any kind.

33. Proprietary Rights

·Subject to the terms of the Agreement, Salesforce hereby grants to you a non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to use each Community as made available by Salesforce to you, solely in accordance with any applicable documentation.

44. Pages and Forums

4.14.1. Contributions. Salesforce may enable you to contribute content to and edit content in certain communities, forums, libraries or pages of a Community. Any content (or edits of content) that you or other users contribute to such communities, forums, libraries or pages, including in any "Groups" owned by you or another user, and any Ideas as defined below (each of the foregoing, a "Contribution") will be deemed a Submission. You acknowledge and agree that the Communities are public spaces, that you have no expectation of privacy with respect to your use of such Programs, and that other users, including those that may be affiliated with Salesforce, may use or participate in the Communities, including under anonymous user names. You further acknowledge and agree that any of your Contributions may be seen and used by others.

4.24.2. Ideas. You and other users of a Community may have the ability to make available information, ideas, comments and other materials related to, and feature requests for, Salesforce products and services (collectively, "Ideas") on or through such Community, including through a page or forum intended for the exchange of ideas or a page identified as an "Ideas" forum. Please note that any Ideas will be considered Feedback. No Idea, nor any other activity or material available on or through any Community, constitutes a promise or undertaking by Salesforce, including a promise or undertaking to develop, incorporate, implement or take any other action regarding any Idea (or to refrain from doing so). Any unreleased product or service (including any related feature) discussed on any Community or elsewhere may not be made available on time or at all, notwithstanding any comments that Salesforce or its representatives may make (e.g., by adding a status to a feature request). You hereby acknowledge and agree that any decision to purchase or use any Salesforce product or service will be based on the then-existing version and features of such product or service, and not on any unreleased or expected version or features. Please note that Salesforce does not waive any rights with respect to any idea that may be similar or related to any of your Ideas, including any idea previously known to or developed by Salesforce, or obtained from sources other than you. Salesforce may elect to develop and market products or services that incorporate, implement or are otherwise related to all or any part of your Idea.

4.34.3. Inventions. You hereby acknowledge and agree that your provision of a Contribution does not make you an inventor or contributing inventor to any invention that may arise during any development of any product or service by or on behalf of Salesforce, including those that incorporate, implement or are otherwise related to all or any part of such Contribution (any such invention, an "Invention"). Without limiting the foregoing, to the extent that you are an inventor or contributing inventor to any Invention, or have any other right, title or interest in or to any Invention, you hereby irrevocably assign and agree to assign to Salesforce all right, title and interest worldwide in and to such Invention (whether currently existing or conceived, created or otherwise developed later), including all intellectual property rights in and to such Invention, effective immediately upon its inception, conception, creation or development. To the extent that any Invention or intellectual property rights in or to any Invention are not assignable, or to the extent that you otherwise retain any right, title or interest in or to any such Invention or intellectual property rights, you: (a) unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind with respect to such rights, against Salesforce and any user of any Salesforce product or service; (b) agree, at Salesforce's request and expense, to consent to and join in any action to enforce such rights; and (c) hereby grant to Salesforce a worldwide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additionalconsideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, make, sell, offer to sell, import, use, analyze and exploit (and have others exercise such rights on behalf of Salesforce) all or any portion of such Invention, in any format or media now known or hereafter developed, and for any purpose. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding any Invention that you may have under any applicable law under any legal theory. You hereby waive and quit claim to Salesforce any and all claims that you now have or may hereafter have for infringement, misappropriation or other violation of any Invention or intellectual property rights assigned or licensed under the Agreement to Salesforce.

4.44.4. License. Without limiting Section 4.3, to the extent that you have or obtain any proprietary rights that may be infringed, misappropriated, or otherwise violated by the operation of any Community, you hereby grant to Salesforce a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, under such proprietary rights, to operate each Community, as it may be modified, updated or upgraded from time to time.

4.54.5. Assistance. You will cooperate with Salesforce and its designee(s) in applying for, obtaining, perfecting, evidencing, and enforcing Salesforce's intellectual property rights in and to any Invention, including executing such written instruments as may be prepared by Salesforce and doing such other acts as may be reasonably necessary in Salesforce's opinion to obtain a patent, register a copyright, or otherwise enforce Salesforce's rights in and to such Invention (and you hereby irrevocably appoint Salesforce and any of its officers and agents as your attorney-in-fact to act for and on your behalf and instead of you, with the same legal force and effect).

4.64.6. Necessary Rights. Without limiting your representations and warranties in the Program Agreement, you represent and warrant that you own or have the rights (including intellectual property rights) necessary to make available your Contributions, to authorize others to use and distribute such Contributions, and to grant the assignments and licenses with respect to such Contributions and any Inventions granted under the Agreement. To the extent your Organization owns or has any right, title or interest in or to any such Contributions or Inventions, you hereby represent and warrant that you are authorized by such Organization to make available such Contributions and to grant the assignments and licenses with respect to such Contributions and Inventions granted under the Agreement.

4.74.7. Monitoring. Without limiting Section 7 of the Program Agreement, Salesforce may (but has no obligation to) monitor, evaluate, alter or remove Contributions or other Submissions, including those made available on or through any private messaging functionality, including for purposes of promoting the security of the Communities or another Salesforce product or service, and including to remove any spam message.

55. Community Group Meetings

5.15.1. Unofficial Nature of Meetings. You may have the opportunity to participate in certain meetings that are (a) listed or organized on a Community, and (b) hosted or organized by third parties that are not agents or employees of Salesforce (any such meeting, conferences, events, a "Community Group Meeting"). You acknowledge that Salesforce is not the creator, organizer or owner of any Community Group Meeting, even if Salesforce employees attend the meeting, Salesforce sponsors the meeting, Salesforce provides meeting-related materials, Salesforce promotes the meeting on a Salesforce website or website paid by Salesforce, or Salesforce hosts the meeting on its property. If you host or organize a Community Group Meeting, you agree to promote it as such, and you must not create any impression that it is created, organized, owned, sponsored or endorsed by Salesforce. For clarity, meetings that are listed or organized on a Community, but hosted or organized by Salesforce, are considered Events subject to the Program Terms for Events.

5.25.2. Assumption of Risk. Your participation in and attendance of any Community meeting or event (including any Community Group Meetings or any related activities) is completely voluntary. You agree to consider the inherent risks in any such meeting or event that you choose to take part in, and take reasonable precautions before you choose to participate in or attend any such meeting or event. You acknowledge that Salesforce has no control over and does not guarantee the quality, safety, accuracy or legality of any such meeting or event or content associated with or presented at any such meeting or event, and that your participation in any such meeting or event is at your own risk. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACCEPT AND ASSUME ALL RISKS OF ANY AND ALL PERSONAL INJURY OR DAMAGE TO YOUR PERSONAL PROPERTY THAT YOU MAY FACE WHILE ATTENDING ANY SUCH MEETING OR EVENT, AND WAIVE ANY CLAIMS AGAINST SALESFORCE RELATING TO SUCH RISKS.

5.35.3. Limitation of Liability. IN NO EVENT WILL SALESFORCE BE LIABLE FOR ANY INDIRECT, SPECIAL, COVER, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY COMMUNITY MEETING OR EVENT (INCLUDING ANY COMMUNITY GROUP MEETING OR RELATED ACTIVITIES, STATEMENTS OR CONDUCT OF COMMUNITY GROUP MEETING LEADERS OR ATTENDEES, ATTENDANCE AND PARTICIPATION IN ANY COMMUNITY GROUP MEETING, AND THE ACTIONS OF YOU OR OTHERS AT ANY COMMUNITY GROUP MEETING), EVEN IF SALESFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

5.45.4. Personal Release. Community Group Meeting leaders and attendees, and/or Salesforce (and/or others on behalf of Salesforce), may be photographing, recording (both audio and video), webcasting, podcasting or otherwise transmitting during any or all of any Community meeting or event (including at a Community Group Meeting venue, during a Community Group Meeting session, or during other Community Group activity). Your image, likeness, voice, statements and other identifying characteristics (each, an "Image") may be captured in photographs, recordings (both audio and video), webcasts, podcasts, or other transmissions of such Community meeting or event (each, a "Recording").

·You hereby grant to Salesforce, with respect to all Recordings (and to each Community Group Meeting leader or attendee with respect to any Recordings captured by such leader or attendee) a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Recordings (including your Images therein), in whole or in part, in any format or media now known or hereafter developed, and for any purpose (including for promotional purposes, such as testimonials). The foregoing license also applies to any Recordings you make available to Salesforce or any Community Group Meeting leader or attendee. Salesforce exclusively owns all right, title and interest (including intellectual property rights) in and to the Recordings captured by Salesforce (and/or by others on behalf of Salesforce) ("Salesforce Recordings"), all modifications and derivatives of Salesforce Recordings, and all proceeds derived from Salesforce Recordings or such modifications or derivatives. Salesforce has no obligation to share any such proceeds with you.

·You hereby irrevocably waive any right you may have to inspect or approve the use or other exploitation of any Recording or any reproductions thereof, and you agree that Salesforce has no obligation to use any Recording (including any of your Images) or otherwise exercise any of the rights granted to Salesforce with respect to your Images.

·Your Images may appear in Recordings made available to the public, and third parties may retain, use or distribute such Recordings. Salesforce has no control over, and is not responsible for, any use or misuse (including any distribution) by any third party of any Recordings.

·IN CONNECTION WITH THE USE OR OTHER EXPLOITATION OF RECORDINGS (INCLUDING YOUR IMAGES), YOU HEREBY IRREVOCABLY WAIVE AND RELEASE ANY AND ALL CLAIMS WITH RESPECT TO INTELLECTUAL PROPERTY, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, AND ANY OTHER CLAIMS OR DAMAGES WITH RESPECT TO SUCH USE OR OTHER EXPLOITATION. YOU AFFIRM THAT YOU ARE OF LEGAL AGE AND HAVE READ THE FOREGOING RELEASE AND FULLY UNDERSTAND ITS CONTENTS.

·IN ADDITION, YOU HEREBY REPRESENT THAT ALL INDIVIDUALS WHOSE IMAGES ARE CAPTURED IN ANY RECORDINGS YOU MAKE AVAILABLE TO SALESFORCE OR TO ANY THIRD PARTY HAVE CONSENTED TO THE INCLUSION OF THEIR IMAGES IN SUCH RECORDINGS AND HAVE AUTHORIZED YOU TO GRANT ON THEIR BEHALF THE LICENSE, WAIVER AND RELEASE GRANTED BY YOU TO SUCH IMAGES AND RECORDINGS IN THESE PROGRAM TERMS.

66. Conflict of Interest

·Salesforce expects that everyone who participates in a Community does so with the goal of learning about Salesforce with their peers, building their Salesforce network and finding mentors. You must recognize and avoid potential conflicts of interest in connection with your Community, including due to employment or other projects in which you are involved. You must abstain from any such involvement, and/or delegate any decisions that may be perceived as self-interested. Additionally, you must not share confidential or proprietary information owned by yourself, your current employer or other third parties. If you are an employee of Salesforce, you must not create, host, coordinate or organize any Community Group Meetings, or serve as a Community Group Meeting leader.

77. Survival

·Sections 1, 2, 4, 5, 6 and 7 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: March 31, 2021

·These Program Terms for Salesforce Group Leaders ("Program Terms") apply to participation as:

  • ·a group leader within the Salesforce Trailblazer Community Group Meetings, as defined in the Trailhead Program Terms, (any such group leader, a "Trailblazer Community Group Leader");
  • ·any group leader of any other Salesforce community group leader program led by a third party and not a Salesforce employee ("Community Group Leader Program") that links to the Program Agreement or these Program Terms ("Salesforce Group Leader");

·Each Trailblazer Community Group Leader and Salesforce Group Leader is referred to as a "Group Leader." The Salesforce Trailblazer Community Group Meetings, and any Community Group Leader Program are referred to as a "Community Group."

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Salesforce also reserves the right to designate or remove certain programs as Community Group, from time to time and without prior notice. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You must not participate in any Group Leader Program unless you accept the Agreement.

11. Benefits

·Subject to the terms of the Program Agreement and these Program Terms, Salesforce hereby grant to you a non exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to access and use any Group Leader benefits that Salesforce make available to you for any Community Group of which you are currently a group leader, solely in accordance with any applicable handbook or other terms and conditions made available by Salesforce from time to time (the "Documentation"). You hereby agree to comply with any such Documentation. In the event of any irreconcilable conflict between any such Documentation and these Program Terms, such Documentation will control to the extent of such conflict, solely with respect to your responsibilities as a Group Leader within the applicable Community Group. Group Leader benefits are subject to change from time to time and without prior notice.

22. Meetings; Group Leader Content

·As a Group Leader, you may be expected to organize meetings in connection with your Community Group ("Community Group Meetings"). You are expected to organize Community Group Meetings in accordance with the Program Agreement, these Program Terms and any applicable Documentation. Unless otherwise specified in a signed writing between you and Salesforce, Salesforce has no financial obligations towards your Community Group Meeting. If you host or organize a Community Group Meeting, you agree to promote it as such, and you must not create any impression that it is created, organized, owned, sponsored or endorsed by Salesforce. If you use third-party event platforms in connection with any such Community Group Meeting, you are responsible for complying with all applicable third-party terms and conditions.

·IF YOU ENTER INTO ANY THIRD-PARTY SERVICE AGREEMENTS IN CONNECTION WITH YOUR INVOLVEMENT AS A GROUP LEADER, YOU ACKNOWLEDGE THAT SUCH AGREEMENTS ARE STRICTLY BETWEEN YOU AND THE THIRD PARTY. SALESFORCE SHALL HAVE NO RESPONSIBILITY FOR SUCH AGREEMENTS, AND YOU HAVE NO AUTHORITY TO BIND SALESFORCE TO ANY SUCH AGREEMENTS.

·Any feedback or suggestions to Salesforce regarding any Community Group, and any information, data, content or other materials that you create in connection with your role as a Group Leader, shall be deemed to be Feedback.

33. Personal Release

·You may be featured on media channels, websites, and social media posts from Salesforce. You hereby grant to Salesforce a non-exclusive, royalty-free right, but not obligation, to use your name, likeness, voice, biography and quotations (collectively "Attributes") in Promotional Materials (as defined below), and to use, reproduce, distribute, display, exhibit or otherwise exploit these Promotional Materials, worldwide, in perpetuity, internally or externally, in all media, including at events sponsored by Salesforce, for the purposes of advertising or trade in promoting and publicizing Salesforce and its products and services. "Promotional Materials" means all materials, including audio, visual, online, photography, print and digital, that market, promote or advertise Salesforce, and their products, services and events. Although Salesforce may seek your approval for certain uses, you understand and agree that Salesforce will not be required to obtain your approval for any use of the Promotional Materials containing your Attributes.

·You hereby irrevocably waive any right you may have to inspect or approve the use or other exploitation of any Promotional Materials or any reproductions thereof, and you agree that Salesforce has no obligation to use any Promotional Materials (including any of your Attributes) or otherwise exercise any of the rights granted to Salesforce with respect to your Attributes.

·You acknowledge that third parties may retain, use or distribute such Promotional Materials, and Salesforce has no control over, and is not responsible for, any use or misuse (including any distribution) by any third party of any Promotional Materials (including your Attributes).

·IN CONNECTION WITH THE USE OR OTHER EXPLOITATION OF PROMOTIONAL MATERIAL (INCLUDING YOUR ATTRIBUTES), YOU HEREBY IRREVOCABLY WAIVE AND RELEASE ANY AND ALL CLAIMS WITH RESPECT TO INTELLECTUAL PROPERTY, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, AND ANY OTHER CLAIMS OR DAMAGES WITH RESPECT TO SUCH USE OR OTHER EXPLOITATION. YOU HEREBY WAIVE ALL CLAIMS TO COMPENSATION BASED ON SALESFORCE'S USE OF THE ATTRIBUTES. YOU AFFIRM THAT YOU ARE OF LEGAL AGE AND HAVE READ THE FOREGOING RELEASE AND FULLY UNDERSTAND ITS CONTENTS.

44. Code of Conduct

·Without limiting the AUP or the Rules of Conduct contained in the Program Agreement, you must not engage in activities or practices that do not represent your Group Leader designation appropriately. Activities and practices deemed inappropriate by Salesforce include the following:

  • ·Violations of these Program Terms or other then-published, Community Group-specific policies.
  • ·Acceptance of gifts, services, money or anything of value from members of your Community Group, Salesforce's partners or anyone else, for direct or indirect personal gain, in your capacity as a Group Leader.
  • ·Defamatory, derogatory, harassing or otherwise inappropriate language against Salesforce or its customers, partners or other members of your Community Group.
  • ·Using any data, tools, materials or resources provided by Salesforce to you in your capacity as a Group Leader, for any purpose other than fulfilling your obligations as a Group Leader.
  • ·Activities or practices that do not represent the character and core values of Salesforce and the Community Group.
  • ·Conflicts of interest due to employment or other projects you are involved in. You are expected to abstain or delegate decisions that may be seen to be self-interested. We expect that everyone who participates as a Group Leader does so with the goal of sharing, learning, and growing their communities.

·Additionally, all Group Leaders are expected to observe the following behaviors and Code of Conduct:

  • ·Honor your role with honesty and transparency. Honesty and transparency help build trust, which is Salesforce's #1 value. Our leaders embody the Salesforce culture and bring that culture to their communities. You can learn more about the Salesforce culture by taking the Salesforce Culture module on Trailhead.
  • ·Respect your community members. We passionately believe in equal treatment for all, and it's the responsibility of Group Leaders to foster an inclusive and welcoming environment and to encourage your co-leaders and community members to do so as well. Embrace the diversity of your community and help create an environment in which everyone can learn and share freely. Each individual of your Community Group has a perspective and story to be celebrated. Any discussion, post, comment, or action, online or offline, that is intimidating, harassing, abusive, or that promotes hatred or discrimination of any kind will not be tolerated. This includes, but is not limited to, discrimination based on protected personal characteristics such as race, color, national origin, age, religion, sex, sexual orientation, gender identity, pregnancy, medical condition or disability, or veteran status.
  • ·Keep the community's information safe. In your role as a Group Leader, you may interact with Salesforce, its customers, MVPs, Partners, and other individuals who provide you with their contact information. This contact information is confidential and for the sole purpose of the Community Group Program. You may not share the contact information or use it for your benefit or your company's or any third party's benefit--even after your term as a Group Leader ends. Group Leaders are not permitted to solicit or collect Community Group or customer data at meetings, events, or otherwise. We take great care to protect your data and privacy, and want you to practice the same.

·Without limiting any other remedy under the Agreement or applicable law, if you fail to comply with these Program Terms or any other agreement between you and Salesforce, Salesforce may take any action it deems appropriate in response, including rejecting your Group Leader application or removing you as a Group Leader. Please report any non-compliance with the Program Agreement or these Program Terms in accordance with this Code of Conduct.

55. Social Media Guidelines; Reference to Group Leader Status

·Your use of social media in connection with your role as a Group Leader is governed by the Program Agreement and these Program Terms, including the Code of Conduct above. If you post regarding any matter relating to Salesforce, you must clearly indicate your status as a Group Leader in your biography or other appropriate location on the applicable social media account. If you create an unofficial Community Group page on Facebook, Twitter or any other social network, then you must clearly state that the page is not an official Salesforce page.

·You must use Salesforce branding appropriately, including the Salesforce logos and program logos. Except as stated in any applicable Documentation, nothing in these Program Terms gives you the right to use Salesforce trademarks, trade names, logos, service marks or other intellectual property without Salesforce's prior written consent. For a list of general usage guidelines, refer to the Salesforce Trademark and Copyright Usage Guidelines, as updated by Salesforce from time to time, currently available at https://www.salesforce.com/company/legal/tmcusageguidelines/ and also refer to the Documentation, where applicable.

·If you stop being a Group Leader for any reason, you must remove references to your Group Leader status (and remove all logos and badges related to that designation) from all sites, platforms and other channels, including social media, LinkedIn, blogs and email signature blocks. You may reference your past achievements only by using the "Community Group Leader, Duration" designation (e.g., "Salesforce Trailblazer Community Group Leader, June 2014 - December 2016"), but you must always include the duration to avoid misrepresenting yourself as a current Group Leader of the Community Program.

66. Group Leaders Resources

·Use approved and provisioned tools and resources only. As a Group Leader, you may be provided certain tools and resources. These can include, but are not limited to: event management platforms, communication platforms, and Partner applications, solutions, and services. These tools and resources are solely for use by your Community Group and may not be used for personal, company, or commercial purposes. You may not share your password or login credentials for these tools and resources with any other individuals without Salesforce's prior written consent, which may be provided via email. These are the only approved tools and resources offered to you as a leader, and any additional tool or resource you would like to use needs to be pre-approved in writing (email shall suffice) by an authorized member of Salesforce. Please keep in mind that in using the tools and resources made available to you, you are subject to, and responsible for complying with, those tools and resources' terms, conditions, and policies.

77. Termination

·Your status as a Group Leader may terminate for reasons set forth in the Program Agreement or these Program Terms, or in the applicable Documentation. We may terminate your Group Leader status if you violate or act inconsistently with the Program Agreement or these Program Terms, do not meet applicable requirements as set forth in the applicable Documentation, or upon written notice (including through electronic communication) to you for any or no reason. Upon any such termination, you must comply with the termination procedures set forth in the Program Agreement and these Program Terms, and any applicable Documentation. Without limiting the foregoing, you must return or destroy (at Salesforce's option) any information, goods and other physical or electronic material made available to you as a benefit under your status as a Group Leader, and comply with the applicable terms set forth in Sections 4 and 5.

88. Conflict Interest

·Salesforce expects that everyone who participates as a Group Leader does so with the goal of cultivating the Salesforce ecosystem. You must recognize and avoid potential conflicts of interest in connection with your involvement as a Group Leader, including due to employment or other projects in which you are involved. You must abstain from any such involvement, and/or delegate any decisions that may be perceived as self-interested. You represent and warrant that your involvement as a Group Leader is solely in your own individual capacity, and not as a member, employee or other representative of any entity or government body. When in doubt, reach out to Community Group team staff for further clarification, as designated in the Documentation.

·If you are (or become) an employee of a member of the Partner Community (as referenced in the Program Terms for Communities), you must identify yourself as such before engaging (or continuing to engage, as applicable) as a Group Leader in any Community Group, and comply with the conflict of interest procedures set forth in the Program Agreement and these Program Terms, and any applicable Documentation. You must not promote your employer's services or solutions within your Community Group. You are also prohibited from collecting or using contact information from Community Group members for the benefit of your employer.

·If you are (or become) a government employee or official, you must identify yourself as such before participating (or continuing to participate, as applicable) as a Group Leader in any Community Group, and may be asked to obtain written clearance for participation from your organization. If you are a government employee or official and you are offered free or discounted awards and benefits, you must decline these perks. You may also be asked to observe a few additional protocols. You must confirm your compliance with the foregoing upon request by Salesforce.

99. Relationship to Salesforce; Relationship to Salesforce Services

·You must not apply for or participate as a Group Leader if you are an employee (whether full-time or part-time) of Salesforce. If you already participate and later become an employee of Salesforce, you must promptly notify Salesforce and you may be removed as a Group Leader. You acknowledge and agree that you are not entitled to any compensation in connection with your involvement as a Group Leader, or to any benefits that Salesforce employees are entitled to under Salesforce's policies or programs. If you would like to list your affiliation with your Community Group on LinkedIn, indicate your involvement only under the "Organizations" field in the "Accomplishments" section, and not in any way that may imply an employment relationship with Salesforce.

1010. Survival

·Sections 3, 4, 5, 6 and 7 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: July 1, 2021

·These Program Terms for the Salesforce VIP Programs ("Program Terms") apply to participation in:

  • ·the Salesforce MVP Program currently located at https://trailhead.salesforce.com/mvp/ , which recognizes exceptional individuals within the Salesforce community that demonstrate leadership, expertise, responsiveness and advocacy (the "Salesforce MVP Program");
  • ·product-specific champions programs, including the Lightning Champions Program, Analytics Champions Program, Einstein Champions Program and Quip Champions Program (each, a "Champions Program"); and
  • ·other designated community programs with benefits similar to those of the Salesforce MVP Program and Champions Programs, including the Salesforce Certified Technical Architects Plus Benefits Program and the MuleSoft Ambassador Program (each, an "Ambassador Program").

·The Salesforce MVP Program, each Champions Program and each Ambassador Program is referred to individually as a "VIP Program". The Salesforce MVP Program, Champions Programs and Ambassador Programs are referred to collectively as "VIP Programs".

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Salesforce also reserves the right to designate or remove certain programs as Champions Programs or Ambassador Programs, from time to time and without prior notice. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You must not participate in any VIP Program unless you accept the Agreement by checking a box or otherwise indicating acceptance electronically or by physical signature, unless specified otherwise in the applicable Documentation (as defined below).

11. Benefits

1.11.1 General Benefits. You must be a member of a particular VIP Program in order to receive its benefits. Membership in VIP Programs is subject to approval by Salesforce at its discretion. VIP Program benefits are subject to change from time to time and without prior notice. Subject to the terms of the Program Agreement and these Program Terms, Salesforce hereby grants to you a non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to access and use any VIP Program benefits that Salesforce makes available to you for any VIP Program of which you are currently a member, solely in accordance with any applicable handbook or other terms and conditions made available by Salesforce from time to time (the "Documentation"). You hereby agree to comply with any such Documentation. In the event of any irreconcilable conflict between any such Documentation and these Program Terms, such Documentation will control to the extent of such conflict, solely with respect to the applicable VIP Program.

1.21.2 Non-GA Products. Certain VIP Program benefits made available to you may include Non-GA Products, as defined below. Any rights granted to you under these Program Terms with respect to Non-GA Products are limited to use for your own evaluation and testing purposes, and expressly exclude any rights for production purposes or distribution. Your use of any Non-GA Product is at your own sole discretion and risk. You hereby acknowledge and agree that (a) any particular Non-GA Product may be modified, suspended or discontinued at any time with or without notice; (b) any particular Non-GA Product may never be made generally available; and (c) Salesforce may require that you discontinue use of any particular Non-GA Product, or any features thereof, in its sole discretion. You agree that Salesforce will not be liable to you or to any third party for any such modification, suspension or discontinuance. You will provide ongoing feedback to Salesforce regarding any Non-GA Product that you use, and such feedback will be deemed Feedback.

·"Non-GA Products" under these Program Terms mean, collectively, Non-GA Software and Non-GA Services, each defined as follows:

  • ·"Non-GA Software" means any software products made available to you by Salesforces, as a benefit under your VIP Program, for deployment on your premise, that:(a) have not been made generally available to customers; and (b) have been designated as pilot, beta, limited release, developer preview or by description of similar import.
  • ·"Non-GA Services" mean any applications, features, functions, methodologies or other technology made available to you by Salesforce, as a benefit under your VIP Program, that: (a) have not been made generally available to customers; and (b) have been designated as pilot, beta, limited release, developer previews or by description of similar import.

·You must also comply with any additional terms made available by Salesforce with respect to Non-GA Products. In the event of any irreconcilable conflict between any such additional terms and these Program Terms, such additional terms will control to the extent of such conflict, solely with respect to the applicable Non-GA Product.

22. Term; Renewal; Champions Program Transfer

2.12.1 Term. Unless specified otherwise in the applicable Documentation, any VIP Program membership that we make available to you will have an initial term of one (1) year from its commencement, based upon the date that your membership is confirmed or such other date as communicated to you by Salesforce.

2.22.2 Renewal. Any VIP Program membership that we make available to you will be eligible for renewal terms of one (1) year each, subject to renewal criteria and conditions specified in the applicable Documentation, unless waived by Salesforce in its sole discretion. Any renewal term that we make available to you will commence at the end of the previous term, or such date as communicated to you by Salesforce.

2.32.3 Champions Program Transfer. Acceptance into any particular Champions Program does not mean acceptance into any other Champions Program. Nevertheless, as a current member of a Champions Program, you may be eligible to switch between Champions Programs at the end of each annual term, so long as you: (a) meet the admission criteria for the new Champions Program, as determined by Salesforce from time to time; and (b) have successfully completed all participation and contribution requirements for your current Champions Program during the past annual term. For clarity, you must choose only one (1) Champions Program in which to participate exclusively during any given annual term. For purposes of clarity, eligibility to transfer between Champions Programs does not guarantee automatic admission to any Champions Program; Salesforce reserves the right to reject any applicant's request to transfer between Champions Programs.

33. Personal Release

·You may be featured on media channels, websites, and social media posts from Salesforce. For example, your name, Trailblazer Community profile photograph and biography may be featured on the Salesforce website https://www.salesforce.com/campaign/champions/marketing/. You hereby grant to Salesforce a non-exclusive, royalty free and irrevocable right, not the obligation, to use your name, likeness, voice, biography and quotations (collectively "Attributes") in Promotional Materials (as defined below), and to use, reproduce, distribute, display, exhibit or otherwise exploit these Promotional Materials, worldwide, in perpetuity, internally or externally, in all media, including at events sponsored by Salesforce, for the purposes of advertising or trade in promoting and publicizing Salesforce and its products and services. You hereby waive all claims to compensation based on Salesforce's use of the Attributes. In connection with the use or other exploitation of your Attributes, you hereby irrevocably waive and release any and all claims with respect to intellectual property, rights of publicity, rights of privacy and any other claims or damages with respect to such use or other exploitation. "Promotional Materials" means all materials, including audio, visual, online, photography, print and digital, that market, promote or advertise Salesforce, and their products, services and events. Although Salesforce may seek your approval for certain uses, you understand and agree that Salesforce will not be required to obtain your approval for any use of the Promotional Materials containing your Attributes.

44. Code of Conduct

·Without limiting the AUP currently available at https://www.salesforce.com/company/legal/ or the Rules of Conduct contained in the Program Agreement, you must not engage in activities or practices that do not represent your VIP Program appropriately. Activities and practices deemed inappropriate by Salesforce include the following:

  • ·Violations of these Program Terms or other then-published, program-specific policies.
  • ·Acceptance of gifts, services, money or anything of value from members of the VIP Program's community, Salesforce's partners or anyone else, for direct or indirect personal gain in your capacity as a VIP Program member.
  • ·Defamatory, derogatory, harassing or otherwise inappropriate language against Salesforce, its customers, partners or other members of the VIP Program's community.
  • ·Activities or practices that do not represent the character and core values of Salesforce and the VIP Program's community.

·Without limiting any other remedy under the Agreement or applicable law, if you fail to comply with these Program Terms or any other agreement between you and Salesforce, Salesforce may take any action it deems appropriate in response, including rejecting your VIP Program application or removing you from any VIP Program. Please report any non-compliance with the Program Agreement or these Program Terms in accordance with this Code of Conduct.

55. Social Media Guidelines; Reference to Program Membership

·Your use of social media in connection with any VIP Program is governed by the Program Agreement and these Program Terms, including the Code of Conduct above. If you post regarding any matter relating to Salesforce, you must clearly indicate your status as a VIP Program member in your blog or biography or other appropriate location on your social media account.

·You must use Salesforce branding appropriately, including the Salesforce logos and program logos. Except as stated in any applicable Documentation, nothing in these Program Terms gives you the right to use Salesforce trademarks, trade names, logos, service marks or other intellectual property without Salesforce's prior written consent. For a list of general usage guidelines, refer to the Salesforce Trademark and Copyright Usage Guidelines, as updated by Salesforce from time to time, currently available at https://www.salesforce.com/company/legal/tmcusageguidelines/.

·If you leave any VIP Program for any reason, you must remove references to your association with that VIP Program (and remove all logos and badges related to that VIP Program) from all sites, platforms and other channels, including social media, LinkedIn, blogs and email signature blocks. You may reference your past achievements only by using the "Salesforce Program Designation, Duration" designation (e.g., "Salesforce MVP, 2014 - 2016"), but you must always include the duration to avoid misrepresenting yourself as a current member of the VIP Program.

66. Confidential Information

·ANY INFORMATION, DATA, CONTENT OR OTHER MATERIALS DISCLOSED OR OTHERWISE MADE AVAILABLE BY SALESFORCE TO YOU IN CONNECTION WITH ANY NON-GA PRODUCT WILL CONSTITUTE CONFIDENTIAL INFORMATION. YOU MUST NOT USE ANY CONFIDENTIAL INFORMATION RELATED TO ANY NON-GA PRODUCT, EXCEPT IN CONNECTION WITH YOUR AUTHORIZED USE OF THE NON-GA PRODUCT.

77. Termination

·Your membership in any VIP Program may terminate for reasons set forth in the Program Agreement or these Program Terms, or in the applicable Documentation. We may terminate your VIP Program membership if you violate or act inconsistently with the Program Agreement or these Program Terms, do not meet applicable membership requirements as set forth in the applicable Documentation, or upon written notice (including through electronic communication) to you for any or no reason. Upon any such termination, you must comply with the termination procedures set forth in the Program Agreement and these Program Terms, and any applicable Documentation. Without limiting the foregoing, you must return or destroy (at Salesforce's option) any information, goods and other physical or electronic material made available to you as a benefit under your VIP Program, and comply with the applicable terms set forth in Sections 5 and 6.

88. Conflict of Interest

·Salesforce expects that everyone who participates as a VIP Program member does so with the goal of sharing, learning and growing the Salesforce ecosystem. You must recognize and avoid potential conflicts of interest in connection with your VIP Program, including due to employment or other projects in which you are involved. You must abstain from any such involvement, and/or delegate any decisions that may be perceived as self-interested. You represent and warrant that your participation in any VIP Program is solely in your own individual capacity, and not as a member, employee or other representative of any entity or government body. When in doubt, reach out to VIP Program team staff for further clarification, as designated in the Documentation.

·If you are (or become) an employee of a Salesforce customer, you must identify yourself as such before participating (or continuing to participate, as applicable) in any VIP Program, and may be asked to obtain written clearance for participation from your organization.

·If you are (or become) a government employee or official, you must identify yourself as such before participating (or continuing to participate, as applicable) in any VIP Program, and may be asked to obtain written clearance for participation from your organization. If you are a government employee or official and you are offered free or discounted awards and benefits, you must decline these perks. You may also be asked to observe a few additional protocols. You must confirm your compliance with the foregoing upon request by Salesforce.

99. Relationship to Salesforce; Relationship to Salesforce Services

9.19.1 Relationship to Salesforce. You must not apply for or participate in any VIP Program if you are an employee (whether full-time or part-time) of Salesforce. If you already participate and later become an employee of Salesforce, you must promptly notify Salesforce and you may be removed from the Program. You acknowledge and agree that you are not entitled to any compensation in connection with any VIP Program or being a VIP Program member, or to any benefits that Salesforce employees are entitled to under Salesforce's policies or programs. If you would like to list your affiliation with your VIP Program on LinkedIn, indicate your involvement only under the "Organizations" field in the "Accomplishments" section, and not in any way that may imply an employment relationship with Salesforce.

9.29.2 Relationship to Salesforce Services. Please note that the VIP Program benefits, including the Non-GA Products, are governed by the Program Agreement and these Program Terms.

1010. Disclaimer of Warranties

·ANY PARTICIPATION IN OR USE OF NON-GA PRODUCTS AT AS YOUR SOLE RISK. NON-GA PRODUCTS ARE NOT INTENDED FOR PRODUCTION USE AND MAY CONTAIN BUGS, ERRORS AND INCOMPATIBILITIES WITH OTHER PRODUCTS OR SERVICES. SALESFORCE HAS NO OBLIGATION TO PROVIDE ANY MAINTENANCE OR SUPPORT FOR ANY NON-GA PRODUCT. YOU ACKNOWLEDGE AND AGREE THAT (I) ANY PARTICULAR NON-GA PRODUCT MAY BE MODIFIED, SUSPENDED OR DISCONTINUED AT ANY TIME WITH OR WITHOUT NOTICE; (II) ANY PARTICULAR NON-GA PRODUCT MAY NEVER BE MADE GENERALLY AVAILABLE; AND (III) YOU MUST DISCONTINUE THE USE OF ANY PARTICULAR NON-GA PRODUCT UPON REQUEST BY SALESFORCE.

1111. Survival

·Sections 3-7 and 10-11 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: June 1, 2023

·These Program Terms for Trailhead ("Program Terms") apply to your use of (including any access to, and any participation in any meetings or activities listed or organized on) our websites (including progressive web applications), portals, mobile applications or systems hosting Trailhead-related materials that link to the Program Agreement or these Program Terms (together with any Salesforce information, data, content and other materials, products and services available through such sites, portals or systems, and any successors thereto, collectively called "Trailhead").

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not, and you must not, use Trailhead or participate in any meetings or activities listed or organized on Trailhead unless you accept these Program Terms.

11. Your Account

·If you register or use an account with Trailhead, please note that certain of your information may be publicly displayed or otherwise viewable by others (including administrators or others within an Organization, as well as other Trailhead users or the public) by default, including but not limited to your first name, last name, photo and Registration Information. In addition, certain information related to your use of Trailhead, such as information about your learning progress, and the number and types of badges you have earned, may be publicly displayed or otherwise viewable by others.

·By using your account to join certain groups as part of Trailhead, you agree to receive communications (including electronic communications) regarding group-related activities. Also, by registering for certain meetings (including Trailblazer Community Group Meetings, as defined below) using your account, you agree to receive electronic communication regarding meeting updates and post-meeting matters, which may include survey evaluations and meeting-related materials. Please note, however, that any communication that you receive from third parties, including from the leaders of any group or meeting, are not sent by or on behalf of Salesforce, and Salesforce disclaims any responsibility for such communications.

22. Rules of Conduct; Remedial Actions

·Without limiting the AUP, the Rules of Conduct contained in the Program Agreement or the Trailblazer Community Online Code of Conduct currently located at https://trailhead.salesforce.com/en/trailblazercommunity/code-of-conduct/ as updated by Salesforce from time to time ("Trailblazer Community Online Code of Conduct"), in connection with Trailhead, you must comply with the Salesforce participation guidelines that are made available on or through Trailhead (the "Participation Guidelines"). During Trailhead meetings and Trailblazer Community Group Meetings, you must maintain a friendly, safe, supportive and harassment-free environment, regardless of gender, age, sexual orientation, gender identity, gender expression, disability, physical appearance, body size, race, ethnicity, religion or other group identity.

·Additionally, in connection with Trailhead, you will not (and you will not allow your users or any third party to):

  • ·Share, transfer or otherwise disclose any solution to any certification exam, credential exam, Superbadge, Masterbadge or other similar designation, except as expressly authorized in advance by Salesforce in writing.
  • ·Share or transfer any certification, badge, superbadge, or any other similar credential earned on Trailhead or any of your other account activities or your account itself (including your login credentials for your account) for any purpose.
  • ·Falsely state or otherwise misrepresent information related to the use of Trailhead, including your (or your users' or third parties') learning progress, or the number or types of badges that you (or your users or any third parties) have earned through use of Trailhead.

·Please remember that, in connection with Trailhead, you may be providing information, data, content or other materials to a diverse and international audience. Things that do not seem abusive, obscene, offensive or otherwise objectionable to you may seem so to others. You will (and will cause your users and any third party to) treat other users of Trailhead with courtesy and respect.

·Salesforce may terminate your account, and Salesforce and any leader of an applicable group or meeting (including any Trailblazer Community Group Meeting) may suspend your membership in the group, or prohibit your participation in the group or your attendance at the meeting, at any time if you fail to comply with this Section 2 or the AUP or Rules of Conduct, or for any or no reason, without notice or liability of any kind.

33. Proprietary Rights

3.13.1. Use of Trailhead. Subject to the terms of these Program Terms and solely for so long as you are permitted by Salesforce to use Trailhead, you may use any portion of Trailhead to which we provide you access under these Program Terms, on any device you own or control. You must only use Trailhead for your non-commercial personal, professional or educational purposes, including to learn skills for your current position, to learn skills for a future position, to earn a Salesforce credential, to learn about Salesforce, and/or to connect with other Trailhead communities and users. If you fail to comply with any of the terms or conditions of these Program Terms, you must immediately cease using Trailhead. Please note that the information, data, content and other materials available on or through Trailhead may contain or constitute Third Party Materials and/or other Salesforce products or services (including other Programs), and the foregoing right may be subject to additional terms, conditions and policies.

3.23.2. Open Source Projects. Salesforce may make available open-source projects on or through Trailhead or on or through third-party software repository hosting services (e.g., Github) in connection with Trailhead. Any open-source code available in connection with any such open source project ("Open Source Content") may be the proprietary work of a third party (in which case it is considered Third Party Materials) and may be subject to additional terms, conditions and policies. Any use of Open Source Content is governed by the terms of the license, if any, that accompanies the applicable project. If you are initiating any open source project on or through Trailhead, you must make the applicable Open Source Content available under open source license terms.

44. Pages and Forums

4.14.1. Inventions. You hereby acknowledge and agree that your provision of a Submission does not make you an inventor or contributing inventor to any invention that may arise during any development of any product or service by or on behalf of Salesforce, including those that incorporate, implement or are otherwise related to all or any part of such Submission (any such invention, an "Invention"). Without limiting the foregoing, to the extent that you are an inventor or contributing inventor to any Invention, or have any other right, title or interest in or to any Invention, you hereby irrevocably assign and agree to assign to Salesforce all right, title and interest worldwide in and to such Invention (whether currently existing or conceived, created or otherwise developed later), including all intellectual property rights in and to such Invention, effective immediately upon its inception, conception, creation or development. To the extent that any Invention or intellectual property rights in or to any Invention are not assignable, or to the extent that you otherwise retain any right, title or interest in or to any such Invention or intellectual property rights, you: (a) unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind with respect to such rights, against Salesforce and any user of any of Salesforce's products or services; (b) agree, at Salesforce's request and expense, to consent to and join in any action to enforce such rights; and (c) hereby grant to Salesforce a worldwide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional notice or consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, make, sell, offer to sell, import, use, analyze and exploit (and have others exercise such rights on behalf of Salesforce) all or any portion of such Invention, in any format or media now known or hereafter developed, and for any purpose. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding any Invention that you may have under any applicable law under any legal theory. You hereby waive and quitclaim to Salesforce any and all claims that you now have or may hereafter have for infringement, misappropriation or other violation of any Invention or intellectual property rights assigned or licensed under these Program Terms to Salesforce.

4.24.2. License. Without limiting Section 4.1 above ("Inventions"), to the extent that you have or obtain any proprietary rights that may be infringed, misappropriated, or otherwise violated by the operation of Trailhead, you hereby grant to Salesforce a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, under such proprietary rights, to operate Trailhead, as it may be modified, updated or upgraded from time to time.

4.34.3. Assistance. You will cooperate with Salesforce and its designee(s) in applying for, obtaining, perfecting, evidencing, and enforcing Salesforce's intellectual property rights in and to any Invention, including executing such written instruments as may be prepared by Salesforce and doing such other acts as may be reasonably necessary in Salesforce's opinion to obtain a patent, register a copyright, or otherwise enforce Salesforce's rights in and to such Invention (and you hereby irrevocably appoint Salesforce and any of its officers and agents as your attorney-in-fact to act for and on your behalf and instead of you, with the same legal force and effect).

4.44.4. Necessary Rights. Without limiting your representations and warranties in the Program Agreement, you represent and warrant that you own or have the rights (including intellectual property rights) necessary to grant the assignments and licenses with respect to such Submissions and any Inventions granted under these Program Terms. To the extent your Organization owns or has any right, title or interest in or to any such Submissions or Inventions, you hereby represent and warrant that you are authorized by such Organization to make available such Submissions and to grant the assignments and licenses with respect to such Submissions and Inventions granted under these Program Terms.

4.54.5. Monitoring. Without limiting Section 7 of the Program Agreement ("Content and Usage Data"), Salesforce may (but have no obligation to) monitor, evaluate, alter or remove Submissions, including those made available on or through any private messaging functionality, including for purposes of promoting the security of the Communities or another of Salesforce's products or services, and including to remove any spam message.

55. Job Postings

·Trailhead may make available certain job postings and other job-related contents (e.g., job requirements, résumés, descriptions of work experience, job solicitations, advertisements, etc.), including through links or integrations with third-party services (such listings and other contents and links, "Job Postings"), and may enable you to make available Job Postings, including through links or integrations with third-party services. Job Postings are subject to the Program Terms for Networking Portals entered into in connection with the Program Agreement, as made available and updated by Salesforce from time to time.

66. Trailblazer Meetings

6.16.1. Unofficial Nature of Trailblazer Community Group Meetings. You may have the opportunity to participate in certain meetings listed or organized on Trailhead, which are hosted or organized by third parties that are not agents or employees of Salesforce (any such meeting, conferences, events, a "Trailblazer Community Group Meeting"). You acknowledge that Salesforce is not the creator, organizer or owner of any Trailblazer Community Group Meeting, even if Salesforce employees attend the meeting, Salesforce sponsors the meeting, Salesforce provides meeting-related materials, Salesforce promotes the meeting on a Salesforce website or website paid by Salesforce, or the meeting occurs on Salesforce property. If you host or organize a Trailblazer Community Group Meeting, you agree to promote it as such, and you must not create any impression that it is created, organized, hosted, owned, sponsored or endorsed by Salesforce. For clarity, meetings that are listed or organized on Trailhead, but hosted or organized by Salesforce, are considered Events subject to the Program Terms for Events. In the event of any conflict or inconsistency between these Program Terms and the Program Terms for Events, these Program Terms will control to the extent of such conflict or inconsistency, solely with respect to the applicable meetings.

6.26.2. Trailblazer Community Group Leaders. In addition to these Program Terms, Trailblazer Community Group Leaders are also subject to the Program Terms for Salesforce Group Leaders entered into in connection with the Program Agreement, as made available and updated by Salesforce from time to time. To the extent that these Program Terms or any portion thereof conflict with the Program Terms for Salesforce Group Leaders, your participation as a Trailblazer Community Group Leader will be governed by the Program Terms for Salesforce Group Leaders.

6.36.3. Assumption of Risk. Your participation in and attendance of any Trailhead meeting or Trailblazer Community Group Meeting or any related activities is completely voluntary. You agree to consider the inherent risks in any activities that you choose to take part in, and take reasonable precautions before you choose to participate in or attend a Trailhead meeting or Trailblazer Community Group Meeting. You acknowledge that Salesforce has no control over and does not guarantee the quality, safety, accuracy or legality of any meeting or content associated with or presented at a Trailhead meeting or a Trailblazer Community Group Meeting, and that your participation in any Trailhead meeting or Trailblazer Community Group Meeting is at your own risk. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACCEPT AND ASSUME ALL RISKS OF ANY AND ALL PERSONAL INJURY OR DAMAGE TO ANY PROPERTY THAT YOU MAY FACE WHILE ATTENDING A TRAILHEAD MEETING OR TRAILBLAZER COMMUNITY GROUP MEETING OR RELATED ACTIVITIES, AND WAIVE ANY CLAIMS AGAINST ANY SALESFORCE AFFILIATED PARTY RELATING TO SUCH RISKS.

6.46.4. Limitation of Liability. WITHOUT LIMITING ANY LIMITATION OF LIABILITY UNDER THE PROGRAM AGREEMENT, IN NO EVENT WILL ANY SALESFORCE AFFILIATED PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, COVER, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY TRAILHEAD MEETING OR TRAILBLAZER COMMUNITY GROUP MEETING, STATEMENTS OR CONDUCT OF TRAILBLAZER COMMUNITY GROUP MEETING LEADERS OR ATTENDEES, ATTENDANCE AND PARTICIPATION IN ANY TRAILHEAD MEETING OR TRAILBLAZER COMMUNITY GROUP MEETING, AND THE ACTIONS OF YOU OR OTHERS AT ANY TRAILHEAD MEETING OR TRAILBLAZER COMMUNITY GROUP MEETING, EVEN IF ANY SALESFORCE AFFILIATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

6.56.5. Personal Release.

·(a) Trailblazer Community Group Meeting leaders, and Trailhead meeting and Trailblazer Community Group Meeting attendees, and/or Salesforce (and/or others on behalf of Salesforce), may be photographing, recording (both audio and video), webcasting, podcasting or otherwise transmitting during any or all of a Trailhead meeting or Trailblazer Community Group Meeting (including at the Trailhead meeting or Trailblazer Community Group Meeting venue, during a Trailhead or Trailblazer Community Group meeting session, or during other Trailblazer Community Group activity). Your image, likeness, voice, statements and other identifying characteristics (each, an "Image") may be captured in photographs, recordings (both audio and video), webcasts, podcasts, or other transmissions of a Trailhead meeting or Trailblazer Community Group Meeting or such other activity (each, a "Recording").

·(b) You hereby grant to Salesforce, with respect to all Recordings (and to each Trailblazer Community Group Meeting leader or Trailhead meeting or Trailblazer Community Group attendee, with respect to any Recordings captured by such leader or attendee) a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Recordings (including your Images therein), in whole or in part, in any format or media now known or hereafter developed, and for any purpose (including for promotional purposes, such as testimonials). The foregoing license also applies to any Recordings you make available to Salesforce or any Trailblazer Community Group Meeting leader or Trailhead meeting or Trailblazer Community Group attendee. Salesforce exclusively owns all right, title and interest (including intellectual property rights) in and to the Recordings captured by Salesforce (and/or by others on behalf of Salesforce) ("Salesforce Recordings"), all modifications and derivatives of Salesforce Recordings, and all proceeds derived from Salesforce Recordings or such modifications or derivatives. Salesforce has no obligation to share any such proceeds with you.

·(c) You hereby irrevocably waive any right you may have to inspect or approve the use or other exploitation of any Recording or any reproductions thereof, and you agree that Salesforce has no obligation to use any Recording (including any of your Images) or otherwise exercise any of the rights granted to Salesforce with respect to your Images.

·(d) Your Images may appear in Recordings made available to the public, and third parties may retain, use or distribute such Recordings. Salesforce has no control over, and is not responsible for, any use or misuse (including any distribution) by any third party of any Recordings.

·(e) IN CONNECTION WITH THE USE OR OTHER EXPLOITATION OF RECORDINGS (INCLUDING YOUR IMAGES), YOU HEREBY IRREVOCABLY WAIVE AND RELEASE ANY AND ALL CLAIMS WITH RESPECT TO INTELLECTUAL PROPERTY, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, AND ANY OTHER CLAIMS OR DAMAGES WITH RESPECT TO SUCH USE OR OTHER EXPLOITATION. YOU AFFIRM THAT YOU ARE OF LEGAL AGE AND HAVE READ THE FOREGOING RELEASE AND FULLY UNDERSTAND ITS CONTENTS.

·(f) IN ADDITION, YOU HEREBY REPRESENT THAT ALL INDIVIDUALS WHOSE IMAGES ARE CAPTURED IN ANY RECORDINGS YOU MAKE AVAILABLE TO SALESFORCE OR TO ANY THIRD PARTY HAVE CONSENTED TO THE INCLUSION OF THEIR IMAGES IN SUCH RECORDINGS AND HAVE AUTHORIZED YOU TO GRANT ON THEIR BEHALF THE LICENSE, WAIVER AND RELEASE GRANTED BY YOU TO SUCH IMAGES AND RECORDINGS IN THESE PROGRAM TERMS.

77. Certification Program Terms

·You may be able to pursue certain credentials or certifications made available through or on Trailhead after meeting any requirements of the applicable credential or certification program. Participation in any such credential or certification program is governed by the Program Terms for Learning and Credential Programs entered into in connection with the Program Agreement or presented to You during the certification registration process, as made available and updated by Salesforce from time to time (the "Credential and Certification Program Agreement"). By participating in any such credential or certification program, you are agreeing to the Credential and Certification Program Agreement. To the extent of any conflict or inconsistency between these Program Terms and the Credential and Certification Program Agreement, the Credential and Certification Program Agreement will control with respect to your participation in the applicable program.

88. Disclaimer of Warranties and Conditions

·WITHOUT LIMITING THE DISCLAIMER OF WARRANTIES AND CONDITIONS IN THE PROGRAM AGREEMENT, TRAILHEAD AND OPEN SOURCE CONTENT ARE NOT INTENDED FOR PRODUCTION USE AND MAY CONTAIN BUGS, ERRORS AND INCOMPATIBILITIES WITH OTHER PRODUCTS OR SERVICES. SALESFORCE HAS NO OBLIGATION TO PROVIDE ANY SUPPORT OR MAINTENANCE SERVICES FOR TRAILHEAD OR ANY OPEN SOURCE CONTENT.

99. Conflict of Interest

·Salesforce expects that everyone who participates in Trailhead does so with the goal of learning about Salesforce with their peers, building their Salesforce network and finding mentors. You must recognize and avoid potential conflicts of interest in connection with Trailhead, including due to employment or other projects in which you are involved. You must abstain from any such involvement, and/or delegate any decisions that may be perceived as self-interested. Additionally, you must not share confidential or proprietary information owned by yourself, your current employer or other third parties.

·If you are (or become) a government employee or official, it is your responsibility, where applicable, to: (i) identify yourself as such before participating (or continuing to participate, as applicable) in Trailhead, and (ii) obtain written clearance for participation from your organization in accordance with its requirements and applicable law. If you are a government employee or official and you are offered free or discounted awards and benefits, you must decline these perks unless you have obtained separate express, written clearance from your organization in accordance with its requirements and applicable law. You may also be asked to observe a few additional protocols. You must confirm your compliance with the foregoing upon request by Salesforce.

1010. Survival

·Sections 1-2 and 4-10 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: April 16, 2026

·These Program Terms for Events ("Program Terms") apply to any attendance of, or participation in, any event hosted or organized by Salesforce, including in-person events (such as Dreamforce, World Tour, TDX, Tableau Conference, Connections, Education Summit, and other conferences) and online events and webinars (each, an "Event").

·The trainings listed on the Help Portal are not Events subject to these Program Terms for Events.

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not, and you must not, attend or participate in any Event unless you accept the Agreement.

11. Rules of Conduct; Remedial Actions

·Without limiting the AUP or the Rules of Conduct contained in the Program Agreement, in connection with each Event you must comply with the Salesforce Events Code of Conduct, as updated by Salesforce from time to time, currently located at https://www.salesforce.com/company/legal/event-code-of-conduct/ (the "Events Code of Conduct").

·Without limiting any other remedy under the Agreement or applicable law, if you fail to comply with these Program Terms or any other agreement between you and Salesforce, Salesforce may take any action it deems appropriate in response, including cancelling your Event registration without any refund or banning you from the applicable Event or any or all other Events. Please report any non-compliance with the Program Agreement or these Program Terms in accordance with the Events Code of Conduct.

22. Registration

·To attend certain Events, you must register for the Event through the Event registration website. You will receive a registration confirmation email at the email address you provide during registration. Salesforce reserves the right to reject, cancel, or terminate your registration at any time, or terminate any discount offer. If Salesforce rejects, cancels, or terminates your registration, Salesforce may offer a refund of Fees paid.

33. Group Passes Program

·For certain Events, Salesforce may make available the Group Passes Program which provides the option to secure discounted group pricing by purchasing multiple Event passes in one transaction. The purchase of Group Passes does not count as registration for the Event. The initial purchaser ("Group Representative") and each eligible individual must separately register for the Event using the unique Group Pass code to receive the discounted group price. For additional Group Passes Program requirements including pricing and redemption details see the Group Passes Program terms.

44. Transfers and Cancellations

·Salesforce may permit you to transfer your registration for certain Events to another person within your Organization at Salesforce's discretion or cancel your registration for certain Events, subject to its Transfer and Cancellation Terms as presented to You during Event registration or posted here. Breakout session enrollments, training, certifications, and hotel reservations are non-transferable.

·Each transfer or cancellation request permitted by Salesforce must be submitted to Salesforce as set forth in the Transfer and Cancellation Terms and will be processed based on the time and date that the request was submitted. See the Event Help Desk contact information for the relevant event. No refund, partial refund, or credit for a registration cancellation will be issued if you fail to submit a transfer or cancellation request in accordance with these requirements. For clarity, failure to check in at an Event does not constitute cancellation, and will not give rise to a refund, partial refund, or a credit. Salesforce reserves the right to change these Transfer and Cancellation Terms from time to time by notifying You of such changes by any reasonable means.

55. Payments

·Event fees and other charges may apply to your attendance of or participation in any Event, or may otherwise be incurred by you in connection with an Event. If payment of any fees or charges is required, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD FOR WHICH YOU PROVIDE ANY CREDIT CARD INFORMATION IN CONNECTION WITH A PAYMENT TRANSACTION. By submitting such information, you grant to Salesforce the right to provide such information to third parties for purposes of facilitating payment transactions. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. You will pay all fees and charges incurred by you or on your behalf in connection with an Event, at the prices in effect and disclosed to you when such fees or charges are incurred. In addition, you are responsible for any taxes applicable to your payment transactions.

·Salesforce reserves the right, including without prior notice, to cancel, terminate or impose conditions on the honoring of any coupon, discount or similar promotion. Any refunds for Salesforce's cancellation of an Event will be subject to Salesforce's applicable refund policies. Payments made for one Event may not be applied toward the purchase of any other Event, product or services. While it is Salesforce's practice to confirm Event-related payment transactions by email, the receipt of an email confirmation does not constitute acceptance of an order or confirmation of an offer to sell a product or service.

66. Badges

·Badges may contain RFID or NFC tags or other technology that may be used to record your attendance and participation in the Event (including visiting booths and attending sessions). By allowing your badge to be scanned at an Event, or by scanning your badge at an Event, you hereby authorize the operator of the badge scanner or similar technology to collect and process such information.

·You acknowledge that if you scan your badge or if your badge is scanned by or for any sponsor or other third party with a badge scanner or similar technology (each, an "Event Sponsor"), then that Event Sponsor may have access to a third-party report that includes such attendance and participation information, and also certain of your Registration Information. Salesforce is not responsible for the privacy practices of any Event Sponsor or other third party. Please contact the Event Sponsor or third party to learn more about its practices with respect to any information that it collects. For clarity, to the extent that Salesforce collects any Personal Data regarding your attendance or participation in the Event for Salesforce's use, it will be subject to Salesforce's Privacy Statement.

·If you do not wish to permit the uses and disclosures of information described in this Section, do not scan your badge or allow any Event Sponsor or third party to scan your badge at any Event.

·For an in-person Event, an Event badge may be available for you to pick up at the designated check-in area of the Event venue during the scheduled Event dates. You must show a government-issued picture identification to pick up your Event badge. You will not be admitted into the Event venue without an Event badge.

77. Government Personnel and Public Sector Customers

·Government Personnel or Public Sector Customers must identify themselves as such during the registration process for an Event, and, for an in-person Event, you may be asked to present your employer-issued employee badge during the check-in process.

·If you are offered free or discounted attendance or participation at an Event and you are Government Personnel or Public Sector Customer, you must disclose your attendance at the Event to your employer in advance, and obtain such employers's permission for you to accept free or discounted attendance at such Event. You must also confirm your compliance with the foregoing upon request by Salesforce, in some cases in writing by your employer.

·Government Personnel also will abide by all relevant rules and regulations imposed by your employer during the Event, including those relating to gifts and gratuities. If the ethics rules of your organization require you to opt out or pay for items of value offered to you, Salesforce will make those options available to you. Please note that Salesforce is a government contractor, registered lobbyist/lobbyist employer, or otherwise considered an interested party in many jurisdictions.

88. Security

·Salesforce reserves the right, including without prior notice, to take any security measures it deems appropriate for the safety of attendees and participants of in-person Events, including sending emergency communications necessary for your safety to your registered contact information and other applicable communication channels. You will comply with all such security measures, including the following:

  • ·At all times during an in-person Event (including at any Event venue or during any Event session, keynote or other activity), you will wear your Event badge such that it is visible to other Event attendees and participants. You will not share or exchange your Event badge with any other person. Failure to comply with this requirement may result in confiscation of your Event badge and termination of your attendance or participation in the Event.
  • ·Bags may be no larger than approximately 12" x 18" and are subject to screening upon entry or upon request by Salesforce during the Event.
  • ·You will not leave any bags or other property unattended at any time. Unattended property may be removed.
  • ·Except as specifically pre-approved by Salesforce in writing, no persons under 18 years of age will be permitted to attend any Event or portion thereof (including any session, breakout, keynote or other activity), or otherwise be present at any Event venue, including in the expo hall.
  • ·Items prohibited at in-person Events include, but are not limited to:
  • ·Weapons, firearms, or knives (regardless of size), or items that can be mistaken as a weapon.
  • ·Pets or other animals, except approved service animals. Service animals should remain on a leash or in a harness and under the control of the owner at all times.
  • ·Personal mobility devices (with or without a motor) unless for ADA use. This includes but is not limited to: skateboards, hoverboards, bicycles, scooters, uniwheels, and all similar products.
  • ·Cigarettes, cigars, vapes or e-cigarettes, as smoking is not allowed within the facility.
  • ·Poles and sticks such as selfie sticks are prohibited; mobility canes are allowed.
  • ·Laser lights, laser pointers.
  • ·Mace/pepper spray, tasers, stun guns, or similar devices.
  • ·Sharp and/or pointed objects: razor blades, scissors, knitting needles, screwdrivers, etc.
  • ·Whistles, noisemakers, and/or sound/voice enhancement devices, such as bullhorns.
  • ·Banners, signs, or placards, unless authorized by production or security management.
  • ·Flashlights, unless authorized by production or security management.
  • ·Wi-Fi and/or Bluetooth signal disruptors.
  • ·Tripods for cameras (does not apply to media).
  • ·Inflatable items (such as balloons).
  • ·Drones.
  • ·Outside Alcohol.
  • ·Illegal substances.

·You will not bring with you or have in your possession any such items at any time during your attendance at an in-person Event.

99. Affiliated Services

·The Salesforce Events mobile application (or any other application or website through which you may register for an Event or access Event information or materials) may contain or make available information on accommodation, transportation, and other services provided by third parties (each, an "Affiliated Service"). For clarity, Affiliated Services are Third Party Materials. For further clarity, hotel reservations are provided as an Affiliated Service, and Salesforce is not responsible for any issues or disputes between you and any hotel. You will be responsible for complying with the hotel's cancellation policy, including if an Event is cancelled for any reason.

1010. Personal Release

·Salesforce (and/or others on behalf of Salesforce) may be photographing, recording (both audio and video), webcasting, podcasting or otherwise transmitting during any or all of an Event (including at the Event venue during an Event session, breakout, keynote or other activity). Your image, likeness, voice, statements and other identifying characteristics (each, an "Image") may be captured in photographs, recordings (both audio and video), webcasts, podcasts, or other transmissions of the Event (each, a "Recording").

·You hereby grant to Salesforce a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise, create derivative works of, adapt, modify and otherwise use, analyze and exploit Recordings (including your Images therein), in whole or in part, in any format or media now known or hereafter developed, and for any purpose (including for promotional purposes, such as testimonials).

·Salesforce exclusively owns all right, title and interest (including intellectual property rights) in and to the Recordings, all modifications and derivatives of Recordings, and all proceeds derived therefrom. Salesforce has no obligation to share any such proceeds with you.

·You hereby irrevocably waive any right you may have to inspect or approve the use or other exploitation of any Recording or any reproductions thereof, and you agree that Salesforce has no obligation to use any Recording (including any of your Images) or otherwise exercise any of the rights granted to Salesforce with respect to your Images.

·Your Images may appear in Recordings made available to the public, and third parties may retain, use or distribute such Recordings. Once made available to the public, Salesforce has no control over, and is not responsible for, any use or misuse (including any distribution) by any third party of Recordings.

·Crowd images can be taken during an Event and processed by Salesforce for the purposes mentioned above based on the legitimate interest legal basis as defined under GDPR art. 6.1(f). Subject to local data protection laws, you may have certain rights relating to your personal data. Salesforce Privacy Statement provides information on the rights associated with the processing of your personal data and how to exercise them.

·IN CONNECTION WITH THE USE OR OTHER EXPLOITATION OF RECORDINGS (INCLUDING YOUR IMAGES), YOU HEREBY IRREVOCABLY WAIVE AND RELEASE ANY AND ALL CLAIMS WITH RESPECT TO INTELLECTUAL PROPERTY, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, AND ANY OTHER CLAIMS OR DAMAGES WITH RESPECT TO SUCH USE OR OTHER EXPLOITATION. YOU AFFIRM THAT YOU ARE OF LEGAL AGE AND HAVE READ THE FOREGOING RELEASE AND FULLY UNDERSTAND ITS CONTENTS.

1111. Forward Looking Statements

·Salesforce may make or present forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, which may include, among other things, trend analyses and statements regarding future events, future financial performance, anticipated growth, or industry prospects of Salesforce or its Affiliates or partners, are forward-looking. Words such as "aims," "anticipates," "believes," "continues," "estimates," "expects," "forecasts," "foresees," "goals," "intends," "may," "plans," "predicts," "projects," "seeks," "should," "targets," and "would," and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are inherently uncertain and based on Salesforce management's current expectations and assumptions, which are subject to risks and uncertainties that are difficult to predict. Actual results or outcomes could differ materially and adversely from those expressed or implied in such forward-looking statements. Please refer to Salesforce's reports filed from time to time with the Securities and Exchange Commission, including its most recent earnings release, most recent Form 10-Q or Form 10-K, and current reports on Form 8-K for more information on the risks and uncertainties that could cause the actual results to differ materially from those contained in forward-looking statements. Except as required by law, Salesforce undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

1212. Assumption of Risk

·Your attendance of or participation in an Event or any related activities is completely voluntary. Salesforce does not guarantee admittance to all or any part of any Event (including any session, breakout, keynote or other activity). Unless specified otherwise by Salesforce, all event sessions, breakouts, keynotes or other activities, if applicable, are seated on a first-come, first-served basis. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACCEPT AND ASSUME ALL RISKS OF ANY AND ALL PERSONAL INJURY OR DAMAGE TO YOUR PERSONAL PROPERTY THAT YOU MAY FACE WHILE ATTENDING AN EVENT, AND HEREBY WAIVE ANY CLAIMS YOU MAY HAVE AGAINST ANY SALESFORCE AFFILIATED PARTY OR ANY EVENT SPONSOR OR EVENT VENDORS RELATING TO SUCH RISKS.

·Salesforce reserves the right, including without prior notice, to limit the number of Event attendees and participants, to cancel or terminate any Event registration, to bar any person from attending all or any part of any Event, and to refuse to provide any person with access to Event materials.

1313. Changes of Events

·Events are subject to change at any time. Salesforce does not guarantee the attendance of any third party (including any exhibitor or speaker), or that any scheduled session, breakout, keynote or other activity will take place.

·Salesforce reserves the right, including without prior notice, to make any change to an Event program at any time for any reason (including modification of the schedule or content of, or cancellation of, any session, breakout, keynote or other activity). Salesforce is not responsible for, and no reimbursement will be issued in the event of, any change to an Event (including modification of the overall Event program, or the schedule or content of, or cancellation of, any session, keynote or other activity).

1414. Limitation of Liability

·THE MAXIMUM AGGREGATE LIABILITY OF ALL SALESFORCE AFFILIATED PARTIES, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION IN CONNECTION WITH THESE PROGRAM TERMS OR AN EVENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE EVENT REGISTRATION FEES, IF ANY, PAID BY YOU TO AND RECEIVED BY SALESFORCE FOR THE EVENT GIVING RISE TO THE LIABILITY.

1515. Survival

·Sections 1, 5 (with respect to fees and other charges incurred by you prior to the expiration or termination of the Agreement), 7-11 and 13-14 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: April 8, 2026

·These Program Terms for the Help Portal ("Program Terms") apply to the use of (including any access to) the Help and Training portal currently located at help.salesforce.com (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "Help Portal").

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not, and you must not, use the Help Portal unless you accept the Agreement or another agreement with Salesforce that authorizes your use of the Help Portal.

11. Authentication

·Certain portions of the Help Portal (including the "Contact Support" functionality, "Accelerator" sessions and related services, and the "Admin Assist" functionality) require authentication (the "Authenticated Features"), and must not be accessed or used except in accordance with this Section 1. You must only access any Authenticated Feature using a Salesforce Account. You must also accept certain separate terms and conditions with Salesforce, which may include a Main Services Agreement (the "Authenticated Feature Terms") before accessing or using any Authenticated Feature. Any access to or use of any Authenticated Feature will be governed by the applicable Authenticated Feature Terms; this Agreement (other than, for clarity, this Section 1) does not apply to your access to or use of any Authenticated Feature.

22. Training Catalog

·The Help Portal may make available listings of trainings that you may browse, and may enable you to register for such trainings. For clarity, however, the trainings themselves are not made available through the Help Portal, and may be subject to additional terms. Nothing in these Program Terms authorizes you to attend, view or otherwise participate in or use any training.

33. Proprietary Rights

·Subject to the terms of the Agreement, Salesforce hereby grants to you a non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to use the Help Portal as made available by Salesforce to you, solely in connection with your own educational purposes (whether personal or professional), including to learn skills for your current position, to learn skills for a future position or to learn about Salesforce. Please note that the information, data, content and other materials available on or through the Help Portal may contain or constitute Third Party Materials and/or other Salesforce products or services (including other Programs), and the foregoing right may be subject to additional terms, conditions and policies (including other Program Terms).

44. Support Data and Information

·Without limiting Salesforce's rights under the Program Agreement, if you access or use any chat functionality through which Salesforce provides support (including the "Ask Blaze" functionality), data or other information about your access to or use of such functionality may be collected and analyzed by Salesforce, including to monitor usage of and improve such functionality. In addition, Salesforce may use or disclose data or other information you provide or otherwise make available through such functionality to provide support to you, to monitor usage of and improve such functionality, and otherwise in accordance with the Privacy Statement.

55. Disclaimer of Warranties and Conditions

·SALESFORCE HAS NO OBLIGATION UNDER THESE PROGRAM TERMS TO PROVIDE ANY SUPPORT OR MAINTENANCE SERVICES FOR THE HELP PORTAL OR THROUGH THE HELP PORTAL. ANY SUPPORT SERVICES PROVIDED TO YOU THROUGH THE HELP PORTAL ARE PROVIDED UNDER AND GOVERNED BY THE APPLICABLE AUTHENTICATED FEATURE TERMS BETWEEN YOU AND SALESFORCE.

66. Survival

·Sections 3, 4 and 5 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: July 1, 2021

·These Program Terms for Networking Portals ("Program Terms") apply to the use of (including any access to):

  • ·the Talent Exchange site currently located at trailheadstudents.secure.force.com (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "Talent Exchange");
  • ·the Pathfinder pro bono opportunity posting site currently accessible through the Pathfinder Program Chatter page (together with any Salesforce information, data, content and other materials, products and services available through the Pathfinder pro bono opportunity posting site, and any successor site(s), "Pathfinder Pro Bono Project");
  • ·the site for the Salesforce program currently known as the Essentials Advisors Program made accessible to you by or on behalf of Salesforce (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "Essentials Advisors");
  • ·the site for the Salesforce program currently known as the Trailblazer Mentoring Program made accessible to you by or on behalf of Salesforce (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), "Trailblazer Mentoring Program"); and
  • ·any other Salesforce opportunity posting or networking site that links to the Program Agreement or these Program Terms (each, together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), a "Networking Site").

·Talent Exchange, Pathfinder Pro Bono Project, Essentials Advisors, Trailblazer Mentoring Program, and any Networking Site are referred to individually as a "Networking Portal" and collectively as "Networking Portals".

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not, and you must not, use any Networking Portal unless you have accepted the Agreement.

11. Accessing the Pathfinder Pro Bono Project Site

·The Pathfinder Pro Bono Project may only be used or accessed by you, in your capacity as an individual, or by you, in your capacity as an employee, contractor, agent or representative of a non-profit Organization on behalf of such Organization. Only individuals who have been accepted by Salesforce into the Salesforce program currently known as the Salesforce Pathfinder Training Program ("Pathfinder Training Program") may use or access the Pathfinder Pro Bono Project in his or her capacity as an individual. You may be required to accept the Program Terms for the Salesforce Pathfinder Training Program, currently located at pathfinder.salesforce.com/s/terms-and-conditions ("Pathfinder Training Program Terms") in order to use or access the Pathfinder Pro Bono Project. If you have accepted the Pathfinder Training Program Terms and it applies to your activities in connection with the Pathfinder Pro Bono Project, then, in the event of any irreconcilable conflict between the Pathfinder Training Program Terms and the Program Agreement and these Program Terms, the Pathfinder Training Program Terms will control to the extent of such conflict with respect to such activities. In addition, the Pathfinder Pro Bono Project may be used or accessed only through the Chatter site made available to you by or on behalf of Salesforce, and the terms applicable to the use of Chatter also apply to your use of the Pathfinder Pro Bono Project. In the event of any irreconcilable conflict between such terms and the Program Agreement and these Program Terms, such terms will control to the extent of such conflict with respect to such activities. Notwithstanding the foregoing, nothing in the Pathfinder Training Program Terms will limit your obligations to (or limit the rights of) any Salesforce Affiliated Party under the Agreement, or expand your rights (or expand the obligations of any Salesforce Affiliated Party) under the Agreement.

22. Rules of Conduct; Remedial Actions

·Without limiting the AUP or the Rules of Conduct contained in the Program Agreement, in connection with any Networking Portal, you will not (and you will not allow your users or any third party to):

  • ·Create more than one Profile Page (defined below) for yourself or for a corporation, non-profit organization, or other entity for the same Networking Portal.
  • ·Share, transfer or otherwise disclose any solution to any Training Materials (defined below) for any personal gain or commercial advantage, or for any purpose other than educational instruction.
  • ·Share or transfer any certification, badge, superbadge, or any other similar credential earned on any Networking Portal or any of your other Networking Portal activities or any of your Networking Portal accounts (including your login credentials for any Networking Portal account) for any purpose.
  • ·Falsely state or otherwise misrepresent information related to the use of any Networking Portal, including your (or your users' or third parties') learning progress, or the number or types of badges that you (or your users or any third parties) have earned through use of any Networking Portal.

33. Proprietary Rights

·Subject to the terms of the Agreement, Salesforce hereby grants to you a revocable, non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to use (a) the information, data, content and other materials, products and services available on the training pages of, or otherwise identified as training materials in, the Networking Portals (collectively, "Training Materials"), as made available by Salesforce to you, solely for your own non-commercial personal, professional or educational purposes, including to learn skills for your current position, to learn skills for a future position, to earn a Salesforce credential, and/or to learn about Salesforce; and (b) each Networking Portal (excluding any Training Materials) as made available by Salesforce to you, solely in accordance with any applicable documentation. Please note that information, data, content and other materials available on or through the Networking Portals may contain or constitute Third Party Materials (e.g., Training Materials may contain Third Party Materials or as described in Section 4 below) and/or other Salesforce products or services (including other Programs), and the foregoing right may be subject to additional terms, conditions and policies (including other Program Terms).

·Notwithstanding the foregoing, if you are an employee, agent or representative of Salesforce, you are not authorized to use any Networking Portal, except as instructed by Salesforce in your capacity as an employee, agent or representative of Salesforce and only in accordance with such instructions.

44. Opportunity Providers and Opportunity Seekers; Mentors and Mentees

4.14.1. Generally. You and other users may have the ability to: (a) submit information, data, content and other materials about your talent needs, including job listings and other opportunities (collectively "Opportunity Provider Materials") on or through a Networking Portal, including on or through any search profile page created by you, functionality, message boards or other forums, chatting, commenting or other messaging functionality or pages of a Networking Portal; (b) submit information, data, content or other materials about your experience and job search criteria, including any résumé or information about you (such as first name, last name, contact information, school or organization, location, Salesforce experience and certifications, and desired role) (collectively, "Opportunity Seeker Materials") on or through a Networking Portal, including on or through any profile page created by you; and (c) submit information, data, content or other materials in connection with your participation in, or application to participate in, the Trailblazer Mentoring Program ("Mentoring Materials"); and (d) create profile pages for yourself and/or your corporation, non-profit organization, or other entities (Opportunity Provider Materials, Opportunity Seeker Materials, and Mentoring Materials, collectively, "Networking Materials"). Networking Materials are considered Submissions and constitute Third Party Materials.

4.24.2. Terms Applicable to All Users.

·(a) Users of Networking Portals may engage in one or more of the following activities: (i) submit any Opportunity Provider Materials or create any profile page in connection with filling, or are otherwise seeking to fill, their talent needs (such users, "Opportunity Providers"); (ii) access Opportunity Provider Materials, submit Opportunity Seeker Materials or create a profile page in connection with offering, or are otherwise seeking to offer, their talents (such users, "Opportunity Seekers"); (iii) participate in, or apply to participate in, the Trailblazer Mentoring Program as mentors offering or seeking to offer guidance through the job search, application and interview process (such users, "Mentors"); and (iv) participate in, or apply to participate in, the Trailblazer Mentoring Program as mentees receiving or seeking to receive guidance through the job search, application and interview process (such users "Mentees").

·(b) If you communicate with any other user on or through a Networking Portal, you authorize Salesforce to make available the contents of such communication to such other user, and such contents are considered Submissions.

·(c) Without limiting Salesforce's rights under the Program Agreement with respect to Submissions, you hereby authorize Salesforce to (i) process and analyze, in accordance with the Agreement, any of your Networking Materials and any communication between you and any other user on or through a Networking Portal; (ii) use any of your Opportunity Provider Materials, Opportunity Seeker Materials or Profile to match Opportunity Provider Materials with Opportunity Seeker Materials and (iii) use Mentoring Materials to match Mentors with Mentees.

·(d) You acknowledge and agree that your use of (including access to) any Networking Portal (including use of any Training Materials or Networking Materials, or participation in the Trailblazer Mentoring Program) does not make you an employee, contractor, agent or representative of Salesforce, or otherwise create any employment or other legal relationship (other than as parties to the Agreement) between you and Salesforce. In addition, you acknowledge and agree that use of any Networking Portal by any other user does not make such user an employee, agent or representative of Salesforce.

·For clarity, Salesforce has no obligation to delete any Networking Materials, and Salesforce may retain Networking Materials indefinitely in its discretion, subject to the Privacy Statement to the extent applicable.

4.34.3. Opportunity Providers and Mentors.

·(a) If you are an Opportunity Provider or a Mentor, you acknowledge and agree that other users (including Opportunity Seekers and Mentees) may communicate with you, including on or through the applicable Networking Portal or using information you make available in your Networking Materials, and that Salesforce is not responsible for any such communication, which is the sole responsibility of you and such users.

·(b) By submitting any Opportunity Provider Materials, you are requesting and authorizing Salesforce to make available such Opportunity Provider Materials to any Opportunity Seekers. By participating in, or applying to participate in, the Trailblazer Mentoring Program as a Mentor, you are requesting and authorizing Salesforce to match you with Mentees and to make available your Mentoring Materials to any Mentee. You acknowledge and agree that any activity by Salesforce under this subsection (b) is without representation or warranty.

·(c) Salesforce does not guarantee that (i) any Opportunity Seeker or Mentee will receive, access, read or respond to any of your Networking Materials or your communications, (ii) you will fill any talent needs, or (iii) you will be matched with any Mentee.

·(d) You acknowledge and agree that you are responsible for any Networking Materials that you create or submit (including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any applicable intellectual property rights).

·(e) You acknowledge and agree that your Networking Materials are not forums for any user (including Opportunity Seekers and Mentees) to apply for employment or engagement with any party (including with you or Salesforce), and that your receipt or access of any Opportunity Seeker Materials or any Mentoring Materials of a Mentee does not constitute any application for employment or engagement with any party (including with you or Salesforce). Any application for employment or engagement, or creation of an employment relationship or other engagement, is at the volition of both parties and must take place outside of any Networking Portal.

4.44.4. Opportunity Seekers and Mentees.

·(a) If you are an Opportunity Seeker or a Mentee, you acknowledge and agree that other users (including Opportunity Providers and Mentors) may communicate with you, including on or through the applicable Networking Portal or using information you make available in your Networking Materials, and that Salesforce is not responsible for any such communication, which is the sole responsibility of you and such users.

·(b) By submitting any Opportunity Seeker Materials, you are requesting and authorizing Salesforce to make available such Opportunity Seeker Materials to any Opportunity Provider. By participating in, or applying to participate in, the Trailblazer Mentoring Program as a Mentee, you are requesting and authorizing Salesforce to match you with Mentors and to make available your Mentoring Materials to any Mentor. You acknowledge and agree that any activity by Salesforce described in this subsection (b) is without representation or warranty.

·(c) Salesforce does not guarantee that (i) any Opportunity Provider or Mentor will receive, access, read or respond to any of your Networking Materials or your communications, (ii) you will be employed or engaged by any Opportunity Provider, or (iii) you will be matched with any Mentor.

·(d) You acknowledge and agree that you are responsible for any Networking Materials that you create or submit (including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any applicable intellectual property rights).

·(e) You acknowledge and agree that other users' Networking Materials are not forums for you to apply for employment or engagement with any party (including with any Opportunity Provider or Salesforce), and that your submission of or otherwise making available of any Opportunity Seeker Materials or any Mentoring Materials does not constitute any application for employment or engagement with any party (including with any Opportunity Provider or Salesforce). Any application for employment or engagement, or creation of an employment relationship or other engagement, is at the volition of both parties and must take place outside of any Networking Portal.

4.54.5. Disclaimers. Networking Materials are created by third-party users of Networking Portals (including Opportunity Providers, Opportunity Seekers, Mentors and Mentees) over whom Salesforce exercises no control. Without limiting anything in the Program Agreement, you acknowledge and agree that: (a) Salesforce has no control over, nor is Salesforce responsible for, any communication between you and any other user (including your communication with any Opportunity Provider, Opportunity Seeker, Mentor or Mentee); (b) Salesforce has no obligation to screen any Networking Materials, or to make available any Networking Materials on or through any Networking Portal or any other Program; (c) Salesforce may (but has no obligation to) monitor, evaluate, alter or remove any Networking Materials from any Networking Portal for any or no reason; (d) Salesforce has no control over, nor is Salesforce responsible for, any Networking Materials (including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any applicable intellectual property rights), including to confirm the accuracy or completeness of any of the foregoing; and (e) Salesforce has no obligation to confirm the identity of any Opportunity Provider, Opportunity Seeker, Mentor, Mentee or other user who creates and/or submits, or responds to, any Networking Materials. WITHOUT LIMITING THE DISCLAIMER OF WARRANTIES AND CONDITIONS IN THE PROGRAM AGREEMENT, SALESFORCE ASSUMES NO RESPONSIBILITY, AND DISCLAIMS ALL LIABILITY, FOR ANY NETWORKING MATERIALS, ANY RESULTS OF ANY SEARCH FUNCTIONALITY OR ANY RESPONSE TO ANY NETWORKING MATERIALS, INCLUDING THEIR ACCURACY, VALIDITY, TIMELINESS, COMPLETENESS, RELIABILITY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS AND SAFETY.

55. Third Party Sites

·The Networking Portals may contain links to other sites on the Internet that are owned or operated by a third party ("Third Party Sites"). Salesforce may modify or remove any such links at any time. You acknowledge and agree that Salesforce is not responsible or liable for any such third party or the availability of, or any products, services, information, data, content, and other materials available on or through any Third Party Sites (which products, services, information, data, content, and other materials are Third Party Materials).

66. Survival

·Sections 1, 2, 4, 5 and 6 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: December 12, 2024

·These Program Terms for the Salesforce Developers Program ("Program Terms") apply to the use of (including any access to) the Salesforce Developers Program. The "Salesforce Developers Program" means (a) the site currently located at developer.salesforce.com or any other Salesforce developer site that links to these Program Terms, any prior versions of the Salesforce Developers site (including developerforce.com and developer.force.com) and any successor site(s) (collectively, the "Salesforce Developers Site"); (b) Developer Content; (c) Developer Tools; and (d) Pre-Release Products. In addition, please note that these Program Terms contain certain provisions regarding Open Source Content (as defined below).

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may also update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not, and you must not, use the Salesforce Developers Program unless you accept the Agreement.

11. Your Salesforce Developers Account

·If you register for or use a Salesforce Account in connection with the Salesforce Developers Site, please note that certain of your information may be publicly displayed or otherwise viewable by others (e.g., administrators or others within an Organization) by default, including Registration Information. In addition, certain information related to your use of the Salesforce Developers Program, such as your posts and replies in forums, may be publicly displayed through or in connection with the Salesforce Developers Program or otherwise viewable by others.

22. Proprietary Rights

2.12.1. Use of Salesforce Developers Site. Subject to the terms of the Agreement, Salesforce hereby grants to you a revocable, non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to use the Salesforce Developers Site, as made available by Salesforce to you, solely in accordance with any applicable documentation.

2.22.2. Use of Developer Content and Developer Tools.

·(a) Subject to the terms of the Agreement, Salesforce hereby grants to you a revocable, non-exclusive, non transferable, limited and personal right (without the right to authorize any third party) to (i) use Developer Content and Developer Tools, as made available by Salesforce to you, solely in accordance with any applicable documentation, and solely in connection with your development activities on Salesforce development platforms; (ii) incorporate Developer Content that constitutes sample code or derivative works of sample code ("Sample Code"), and Developer Tools that constitute software development kits ("SDKs"), into your products or services, solely in accordance with any applicable documentation, and solely in connection with your development activities on Salesforce development platforms; and (iii) subject to Section 2.2(c) below, distribute or otherwise make available such Sample Code and SDKs as incorporated into such products or services. You agree to comply with any additional terms made available by Salesforce with respect to any Developer Tool ("Developer Tool Terms"), and, to the extent of any conflict or inconsistency between the Agreement and such Developer Tool Terms, the Developer Tool Terms will control solely with respect to the applicable Developer Tool. "Developer Content" means any articles, white papers, webinars, RSS feeds, newsletters, documentation, books, publications, resources and sample code owned by Salesforce and made available by Salesforce through the Salesforce Developers Site, excluding any Pre-Release Products, Developer Tools and Salesforce development platforms. "Developer Tools" means any tools, toolkits, owned by Salesforce and made available by Salesforce through the Salesforce Developers Site, excluding any Pre-Release Products and Salesforce development platforms.

·(b) For clarity, while the Developer Tools include documentation about the Salesforce Application Programming Interfaces ("APIs"), and Developer Tools that work with the Salesforce APIs, the Salesforce APIs themselves are not Developer Tools. Any use of the Salesforce APIs is subject to the API Terms of Service, and in event of any conflict, the API Terms of Service take precedence over this agreement with respect to the Salesforce APIs.

·(c) For clarity, these Program Terms do not permit you to (and you must not) use any Developer Content or Developer Tools (including any Sample Code or SDKs) for any other purpose, including by distributing or otherwise making available any Sample Code or SDK other than as incorporated into your products or services.

2.32.3. Restrictions on License Grants and Use of Salesforce Developer Program.

·You may not engage in the Commercial Use of the only access or use Salesforce services, including the Salesforce Developers Program, Developer Content and Developer Tools, Developer Site, Pre-release Content, and Developer Tools, to engage in Commercial Use of the SFDC APIs unless you are enrolled in the ISV Partner Program and you are in compliance with the ISV Partner Program Policies.

·(a) "Commercial Use" means access or use of the Salesforce Developer Program to develop, test, operate, authenticate, integrate to or distribute a Non-SFDC Application for use by a third party. Access or use of the Salesforce Developer Program is not Commercial Use if (i) you do not charge fees in connection with your access or use of the Salesforce Developer Program AND you do not access or use the Salesforce Developers Program to develop, operate, authenticate, integrate to or distribute a Commercially Distributed Application or (ii) your access or use of the Salesforce Developer Program is solely to develop, operate, authenticate, integrate to or distribute a Non-SFDC Application which has been created solely for use by a single third party.

·(b) "Commercially Distributed Application" means an Non-SFDC Application where installation, access, and/or use of any version of the application or its features and capabilities require the payment of fees of any kind (including, e.g., if the application integrates into or makes use of any application or other product or service for which fees are collected, or if the application is provided under a "freemium" payment model). For clarity, such Non-SFDC Applications include, but are not limited to, off-platform software, functions, or applications that would not interoperate with Salesforce Services except through access or use of the Salesforce APIs.

·(c) "Non-SFDC Application" means Web-based, mobile, offline or other software functionality that interoperates with a Salesforce service, that is provided by Customer or a third party and/or listed on a Marketplace including as Salesforce Labs or under similar designation.

2.42.4. Open Source Projects

·Salesforce may make available open source projects on or through the Salesforce Developers Site or on or through third-party software repository hosting services (e.g., Github) in connection with the Salesforce Developers Program. Any open source code available in connection with any such open source project ("Open Source Content") may be the proprietary work of a third party (in which case it is considered Third Party Materials) and may be subject to additional terms, conditions and policies. Any use of Open Source Content is governed by the applicable open source license (including the terms of the license, if any, that accompanies the applicable project). If you are initiating any open source project on or through the Salesforce Developers Site, you must make the applicable Open Source Content available under open source license terms.

2.52.5. Pre-Release Products.

·(a) Salesforce may make available to you certain pre-release products or services of Salesforce or a third party, including pre-release products or services that are not generally available to customers (each, a "Pre-Release Product"). Subject to the terms of the Agreement, Salesforce hereby grants to you a revocable, non-exclusive, non-transferable, limited and personal right (without the right to authorize any third party) to use Pre-Release Products owned by Salesforce, solely in accordance with any applicable documentation and additional terms made available by Salesforce, and solely for your own evaluation and testing purposes in connection with your development activities on Salesforce development platforms. For clarity, Pre-Release Products of third parties are considered Third Party Materials. Your use of any Pre-Release Product is at your own sole discretion and risk.

·(b) Any information, data, content or other materials disclosed or otherwise made available by Salesforce to you in connection with any Pre-Release Product will constitute Confidential Information. You must not use any Confidential Information related to any Pre-Release Product, except in connection with your authorized use of the Pre-Release Product.

·(c) You will provide ongoing feedback to Salesforce regarding any Pre-Release Product you use, and such feedback will be deemed Feedback.

2.62.6. Interoperation with Third Party Materials. Certain Developer Content, Developer Tools and Pre-Release Products are designed to interoperate with Third Party Materials. In connection with your use of such Developer Content, Developer Tools or Pre-Release Products, you may be required to obtain access to Third Party Materials, and you hereby grant to Salesforce the right to access and use your account (if any) for such Third Party Materials. You agree that Salesforce may permit the applicable third party to access and use any data submitted to or collected through such Developer Content, Developer Tools or Pre-Release Products in connection with such interoperation.

2.72.7. Disclaimer. You hereby acknowledge and agree that (a) any particular Developer Content, Developer Tool or Pre-Release Product may be modified, suspended or discontinued at any time with or without notice, (b) any particular Pre-Release Product may never be made generally available, and (c) Salesforce may require that you discontinue use of any particular Developer Content, Developer Tool or Pre-Release Product, or any features thereof, in its sole discretion. You agree that Salesforce will not be liable to you or to any third party for any modification, suspension or discontinuance.

33. Relationship ro Salesforce Services

3.13.1. Any rights to Developer Content, Developer Tools, Open Source Content, or Pre-Release Products under this Agreement are in no way subject to the terms of any Main Services Agreement between you and Salesforce (except as set forth in the following section).

3.23.2. Any use of Developer Content, Developer Tools, Open Source Content and Pre-Release Products in connection with any Salesforce services that are provided under a Main Services Agreement is subject to the restrictions of such Main Services Agreement between you and Salesforce.

3.33.3. Developer Content, Developer Tools, Open Source Content and Pre-Release Products may include free and open source software projects that are subject to license terms incompatible with each other, and/or incompatible with your obligations under any Main Services Agreement between you and Salesforce or another agreement. You are responsible for complying with (a) any Main Services Agreement governing Salesforce services to which you subscribe, and (b) any terms applicable to code or applications you use in connection with such Salesforce services.

3.43.4. Please note that any installation or enablement of Developer Content, Developer Tools, Open Source Content or Pre-Release Products for use with Salesforce services may result in the transmission of your data outside of Salesforce's systems during normal use. Further, the providers of any Developer Content, Developer Tools, Open Source Content or Pre-Release Products may be able to obtain access to your data in Salesforce's systems through the Salesforce API. Such access may result in the disclosure, modification or deletion of your data by those providers. Salesforce is not responsible for any such transmission, disclosure, modification or deletion of your data by, through or resulting from the use of Developer Content, Developer Tools, Open Source Content, Pre-Release Products or their providers.

44. Contributions

·Salesforce may enable you to contribute content to and edit content in certain communities, forums, libraries or pages of the Salesforce Developers Site. Any content (or edits of content) that you or other users contribute to such communities, forums, libraries or pages (each, a "Contribution") will be deemed a Submission. You acknowledge and agree that the Salesforce Developers Site is a public space, that you have no expectation of privacy with respect to your use of the Salesforce Developers Site, and that other users, including those that may be affiliated with Salesforce, may use or participate in the Salesforce Developers Program, including under anonymous user names. You further acknowledge and agree that any of your Contributions may be seen and used by others.

55. Disclaimer of Warranties and Conditions

·WITHOUT LIMITING THE DISCLAIMER OF WARRANTIES AND CONDITIONS IN THE PROGRAM AGREEMENT, DEVELOPER CONTENT, DEVELOPER TOOLS, OPEN SOURCE CONTENT, PRE-RELEASE PRODUCTS AND CONTRIBUTIONS ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY AND MAY CONTAIN BUGS, ERRORS AND INCOMPATIBILITIES WITH OTHER PRODUCTS OR SERVICES. ANY USE OF DEVELOPER CONTENT, DEVELOPER TOOLS, OPEN SOURCE CONTENT, PRE-RELEASE PRODUCTS OR CONTRIBUTIONS IS AT YOUR OWN SOLE RISK. SALESFORCE HAS NO OBLIGATION TO PROVIDE ANY SUPPORT OR MAINTENANCE SERVICES FOR THE SALESFORCE DEVELOPERS PROGRAM OR ANY CONTRIBUTIONS OR OPEN SOURCE CONTENT.

66. Survival

·Sections 1, 2.2(b) and (c), 2.3, 2.4(b), 2.4(c), 2.6, 3, 4, 5 and 6 of these Program Terms will survive termination of the Program Agreement or these Program Terms. Last Updated: December 12, 2024

·These Program Terms for Net Zero Marketplace ("Program Terms") apply to the use of (including any access to) Net Zero Marketplace and any information, data, content, and other materials, products, and services available therein.

·These Program Terms are incorporated by reference into the Program Agreement, and form part of the Agreement between you and the Salesforce Party. Salesforce may update these Program Terms from time to time, as described in the Program Agreement. Capitalized terms used but not defined in these Program Terms have the meanings given in the Program Agreement. You may not, and you shall not, use Net Zero Marketplace unless you accept the Agreement.

11. Rules of Conduct; Remedial Actions

·Net Zero Marketplace may enable you to post reviews or comments. Such reviews and comments may be posted under your name, as submitted to Salesforce. If you do not want your name to appear in connection with a review or comment, do not post any such reviews or comments. For clarity, any such review or comment is considered a Submission.

·Please post only reviews that may be useful and helpful to others, as the intent of making posted reviews and comments available is to provide additional information regarding the product or service that is the subject of the review or comment. Without limiting the AUP or the Rules of Conduct contained in the Program Agreement, you must comply with the following rules in connection with Net Zero Marketplace:

  • ·If you post a review or comment and you (a) are affiliated with the subject of that review or comment (e.g., the subject is a product or service that you or your employer or any related entity created and/or sells) or (b) received or may receive an incentive (e.g., a gift or a sweepstakes entry) for that review or comment, you must disclose such affiliation or incentive.
  • ·Any and all reviews or comments you post or cause to post must be accurate and truthful and reflect your honest experience with the subject of the review or comment or provider of the subject of the review or comment. All reviews and comments must also comply with generally accepted standards of decorum and civility.
  • ·Reviews and comments that you post must not contain (a) any information or discussion regarding the employees, business, or stock of Salesforce or any other company; or (b) any information or discussion regarding products or services, or any links to any third-party sites, products, or services, or any other material, that is not substantially related to the subject of the review or comment.
  • ·Failure to follow these rules is a violation of this Agreement and may result in termination or suspension of the user's right to participate in Net Zero Marketplace or other Programs.

22. Order Process and No Refunds

·Third-party providers may make their products and services available for purchase by using the Net Zero Marketplace platform. Depending on the product or service, before placing an order, you may need to create an account and register that account. You will be asked to supply certain relevant information during the account creation, account registration, and order processes. By submitting such information, you grant to Salesforce the right to provide such information, as applicable, to third parties for their purposes in deciding whether to enter into transactions with you. You also grant Salesforce the right to use such information for the purpose of providing administrative and back office support functions, including, but not limited to, third-party processing of transaction payments or related functions.

·The third-party provider may choose to review your information prior to accepting your order. The purchase transaction will be governed by your agreement with the third-party provider, including any additional terms you agree on with the third-party provider. Further, you agree:

  • ·To pay all charges incurred by you or on your behalf through Net Zero Marketplace, at the prices in effect when such charges are incurred, within thirty (30) days (or other specified time period) of order confirmation. The price displayed includes the price of the product or service, as well as a fee that includes the transactional costs and a Salesforce commission, as applicable.
  • ·That you may be responsible for any taxes applicable to your payment transactions.
  • ·Once the payment has been processed, all sales are final; you may not cancel the order; and you are not eligible for a refund

·While it is a practice to confirm orders by email, the receipt of an email order confirmation does not constitute acceptance of an order or confirmation of an offer to sell a product or service by the third party. In addition, Salesforce reserves the right to cancel an order at any time for failure to comply with these Program Terms or breach of any laws or regulations. In the unlikely event Salesforce cancels your order after the payment has been processed, Salesforce will make every effort to refund the full payment amount to you.

·Salesforce reserves the right, including without prior notice, to discontinue making available, or to refuse to provide any user with, any products or services available on or through Net Zero Marketplace; to impose conditions on the honoring of any coupon, discount, or similar promotion; and to bar any user from making any payment transaction for breach of these Program Terms, the Agreement, or any applicable law or regulation.

33. Proprietary Rights

·Subject to the terms of the Agreement, Salesforce hereby grants to you a non-exclusive, non-transferable, limited, and personal right (without the right to authorize any third party) to use the Net Zero Marketplace platform and software, as made available by Salesforce to you, solely in accordance with any applicable documentation. Notwithstanding the foregoing, Salesforce reserves all right, title, and interest in and to the Net Zero Marketplace platform and software, including all of its intellectual property rights.

·For clarity, Salesforce has no rights in, and no rights are granted by Salesforce under the Agreement (including these Program Terms), with respect to any Third Party Material, which remains the property of third parties who choose to use the Net Zero Marketplace platform.

44. Analytics

·Without limiting Salesforce's rights under the Program Agreement, if you access Net Zero Marketplace, data or other information about your access to or use of Net Zero Marketplace may be collected and used by Salesforce to enable Salesforce to monitor usage of, enforce usage limitations of, and improve and tailor the Net Zero Marketplace platform. Such data or other information may include aggregated usage information about Net Zero Marketplace, such as the number of visits to a particular page.

·In addition, Salesforce may use a third party to power Net Zero Marketplace's search and recommendation functionalities. Your search criteria, as well as data about your access to or use of Net Zero Marketplace, may be sent to the third party to return search results based on your search criteria, surface relevant recommendations to you, and improve the third party's search and recommendation functionalities for Net Zero Marketplace. Salesforce is not responsible for, and makes no representations or warranties regarding, any search results or recommendations available on or through Net Zero Marketplace, whether generated by Net Zero Marketplace's search and recommendation functionality or otherwise. The availability of any such results or recommendations does not imply Salesforce's endorsement of, or affiliation with, any third-party providers of products or services in connection with any such results or recommendations. YOUR USE OF NET ZERO MARKETPLACE'S SEARCH AND RECOMMENDATION FUNCTIONALITY, INCLUDING PURCHASE OF ANY RECOMMENDED THIRD PARTY MATERIAL, IS AT YOUR OWN RISK.

55. Disclaimer of Warranties

·FOR CLARITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL DISCLAIMERS OF WARRANTIES UNDER THE PROGRAM AGREEMENT APPLY TO NET ZERO MARKETPLACE, THE PLATFORM AND SERVICES PROVIDED, AND ALL OTHER MATERIAL OR INFORMATION AVAILABLE ON OR THROUGH NET ZERO MARKETPLACE, REGARDLESS OF ANY RATING GIVEN OR ASSIGNED.

66. Third-Party Data

·Net Zero Marketplace includes data and material, available free of charge and at various price points, provided to Salesforce by third parties. Salesforce makes no warranty, express or implied, as to the accuracy or utility of, and is not liable for damages or other losses arising out of the use of, such third-party data or material. Salesforce makes no representation or endorsement of any ratings, recommendations, or claims made by third parties or third party sites.

77. Survival

·With respect to these Program Terms, Sections 1, 2, 4, 5, 6, and 7 will survive termination of the Program Agreement or these Program Terms. Chinese (Simplified) Chinese (Traditional) Danish Dutch English Finnish French German Italian Japanese Korean Norwegian Portuguese (Brazil) Russian Spanish (Spain) Spanish (Mexico) Swedish Thai

MAIN SERVICES AGREEMENT · main services agreement
Part of the agreement

MAIN SERVICES AGREEMENT

11,764 words, 186 clausesupdated September 1, 2026read 12/10/2026source

·MAIN SERVICES AGREEMENT

·THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER'S ACQUISITION AND USE OF SFDC SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

·IF CUSTOMER REGISTERS FOR A FREE TRIAL OF SFDC SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

·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. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

·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.

·This Agreement was last updated on September 1, 2026. It is effective between Customer and SFDC as of the date of Customer's accepting this Agreement (the "Effective Date").

11. DEFINITIONS

·"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "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.

·"Agreement" means this Main Services Agreement.

·"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.

·"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.

·"Customer Data" means electronic data and information submitted by or for Customer to the online Services, excluding Non-SFDC Applications.

·"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.

·"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.

·"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

·"Marketplace" means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, the AppExchange at http://www.salesforce.com/appexchange, Mulesoft Anypoint Exchange at https://www.mulesoft.com/exchange, or the Heroku Elements Marketplace at https://elements.heroku.com/, and any successor websites.

·"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 including as Salesforce Labs or under similar designation. Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable as such.

·"Order Form" means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and SFDC or any of their Affiliates, including any addenda and supplements thereto. 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.

·"Purchased Services" means Services that Customer or Customer's Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

·"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.

·"SFDC" means the Salesforce company described in the "SFDC Contracting Entity, Notices, Governing Law, and Venue" section below.

·"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, for whom Customer has purchased a subscription (or in the case of any Services provided by SFDC without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, SFDC at Customer's request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, and contractors of Customer and third parties with which Customer transacts business.

22. SFDC RESPONSIBILITIES

  • 2.12.1 Provision of Purchased Services. 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, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving SFDC employees), Internet service provider failure or delay, Non-SFDC Application, or denial of service attack, and (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.
  • 2.22.2 Protection of Customer Data. 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. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). 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. For the purposes of the Standard Contractual Clauses, 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. 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.
  • 2.32.3 SFDC Personnel. 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.
  • 2.42.4 Beta Services. 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/.
  • 2.52.5 AI Features. 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. Processing of Customer Data by Services that include AI features or functionality will only be in accordance with Customer's documented instructions.
  • 2.62.6 Free Trial. If Customer registers on SFDC's or an Affiliate's website for a free trial, 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.

·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 (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.

·NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "INDEMNIFICATION BY SFDC" SECTION BELOW, 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. WITHOUT LIMITING THE FOREGOING, SFDC AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (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. 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.

·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.

  • 2.72.7 Free Services. SFDC may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. 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. 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. 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.

·NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "INDEMNIFICATION BY SFDC" SECTION BELOW, 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. WITHOUT LIMITING THE FOREGOING, SFDC AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (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. 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.

33. USE OF SERVICES

  • 3.13.1 Subscriptions. 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. 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.
  • 3.23.2 Usage Limits. 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. If, notwithstanding SFDC's efforts, Customer is unable or unwilling to abide by a contractual usage 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.
  • 3.33.3 Customer Responsibilities. 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, (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, (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. 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.
  • 3.43.4 Usage Restrictions. Customer will not (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, (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, (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, (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.

  • 3.53.5 Removal of Non-SFDC Applications. 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. If requested by SFDC, Customer shall confirm its deletion and discontinuance in writing and SFDC shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.

44. NON-SFDC PRODUCTS AND SERVICES

  • 4.14.1 Non-SFDC Products and Services. SFDC or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-SFDC Applications and implementation and other consulting services. 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. 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.
  • 4.24.2 Integration with Non-SFDC Applications. The Services may contain features designed to interoperate with Non-SFDC Applications. 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.

55. FEES AND PAYMENT

  • 5.15.1 Fees. 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.
  • 5.25.2 Invoicing and Payment. 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) as set forth in the "Term of Purchased Subscriptions" section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, SFDC will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to SFDC and notifying SFDC of any changes to such information.
  • 5.35.3 Overdue Charges. 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.
  • 5.45.4 Suspension of Service and Acceleration. 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, provided that, 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, in accordance with the "Manner of Giving Notice" section below for billing notices, before suspending services to Customer.
  • 5.55.5 Payment Disputes. 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.
  • 5.65.6 Taxes. 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, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If SFDC has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, 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. For clarity, SFDC is solely responsible for taxes assessable against it based on its income, property and employees.

66. PROPRIETARY RIGHTS AND LICENSES

  • 6.16.1 Reservation of Rights. 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.
  • 6.26.2 License by Customer to SFDC. 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. 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. 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.
  • 6.36.3 License by Customer to Use Feedback. 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.
  • 6.46.4 Federal Government End Use Provisions. SFDC provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of "commercial items," as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, 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.

77. CONFIDENTIALITY

  • 7.17.1 Definition of Confidential Information. "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. 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. For the avoidance of doubt, 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.
  • 7.27.2 Protection of Confidential Information. As between the parties, 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. 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. Notwithstanding the foregoing, 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.

  • 7.37.3 Compelled Disclosure. 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. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential 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 for its reasonable cost of compiling and providing secure access to that Confidential Information.

88. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

  • 8.18.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
  • 8.28.2 SFDC Warranties. 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. 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.
  • 8.38.3 Disclaimers. 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. SERVICES PROVIDED FREE OF CHARGE, AND BETA SERVICES ARE PROVIDED "AS IS," AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

99. MUTUAL INDEMNIFICATION

  • 9.19.1 Indemnification by SFDC. 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"), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by SFDC in writing of, 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. 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. 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.
  • 9.29.2 Indemnification by Customer. 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"), 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, a Claim Against SFDC, 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.
  • 9.39.3 Exclusive Remedy. 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.

1010. LIMITATION OF LIABILITY

  • 10.110.1 Limitation of Liability. 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.
  • 10.210.2 Exclusion of Consequential and Related Damages. 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, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

1111. TERM AND TERMINATION

  • 11.111.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
  • 11.211.2 Term of Purchased Subscriptions. 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. Except as expressly provided in the applicable Order Form, 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. 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.
  • 11.311.3 Termination. 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.
  • 11.411.4 Refund or Payment upon Termination. 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. 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.
  • 11.511.5 Surviving Provisions. 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.

1212. GENERAL PROVISIONS

  • 12.112.1 Export Compliance. The Services, other SFDC technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. 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.
  • 12.212.2 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.
  • 12.312.3 Entire Agreement and Order of Precedence. 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. 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. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
  • 12.412.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
  • 12.512.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
  • 12.612.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
  • 12.712.7 Severability. 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.
  • 12.812.8 Assignment. 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. 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. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  • 12.912.9 SFDC Contracting Entity, Notices, Governing Law, and Venue. 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.
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 CanadaSalesforce, Inc. (f/k/a salesforce.com, inc.), a Delaware corporationSalesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP,California and controlling United States federal lawSan Francisco, California, U.S.A.
Worldwide Sales Operations, with a copy to attn: General Counsel
BrazilSalesforce Tecnologia Ltda.Av. Jornalista Roberto Marinho, 85, 14o Andar - Cidade Monções, CEP 04576-010 São Paulo - SPBrazilSão Paulo, SP, Brazil
Canadasalesforce.com Canada Corporation, a Nova Scotia corporationSalesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy to attn: General CounselOntario and controlling Canadian federal lawToronto, Ontario, Canada
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 KingdomSFDC Ireland Limited, a limited liability company incorporated in IrelandSalesforce 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, IrelandEnglandLondon, England
Francesalesforce.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, FranceSalesforce 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, FranceFranceParis, France
Germanysalesforce.com Germany GmbH, a limited liability company, incorporated in GermanySalesforce 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, GermanyGermanyMunich, Germany
Italysalesforce.com Italy S.r.l., an Italian limited liability company having its registered address at Piazza Filippo Meda 5, 20121 Milan (MI), VAT / Fiscal code n. 04959160963Salesforce UK Limited, Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, attn: VP, Sales Operations, with a copy to attn.: Legal DepartmentItalyMilan, Italy
SpainSalesforce Systems Spain, S.L., a limited liability company incorporated in SpainSalesforce 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 79, Madrid, 28046, SpainSpainMadrid, Spain
United KingdomSalesforce UK Limited, a limited liability company incorporated in EnglandSalesforce 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 KingdomEnglandLondon, England
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 Zealandsalesforce.com Singapore Pte Ltd, a Singapore private limited company5 Temasek Boulevard #13-01, Suntec Tower 5, Singapore, 038985, attn: Director, APAC Sales Operations, with a copy to attn: General CounselSingaporeSingapore
Australia or New ZealandSFDC Australia Pty LtdSalesforce Tower, Level 39, 180 George St, Sydney NSW 2000, attn: Senior Director, Finance with a copy to attn: General CounselNew South Wales, AustraliaNew South Wales, Australia
IndiaSalesforce.com India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 of IndiaSalesforce.com India Private Limited Torrey Pines, 3rd Floor, Embassy Golflinks Software Business Park Bengaluru, Karnataka 560071, IndiaIndiaBengaluru , India
JapanSalesforce Japan Co., Ltd. (f/k/a Kabushiki Kaisha Salesforce.com), a Japan corporation1-1-3, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan, attn: Senior Director, Japan Sales Operations, with a copy to attn: General CounselJapanTokyo, Japan
  • 12.1012.10 Manner of Giving Notice. Except as otherwise specified in this Agreement, 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.
  • 12.1112.11 Agreement to Governing Law and Jurisdiction. 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.

12.1212.12 Local Law Requirements: France.

·With respect to Customers domiciled in France, the following provisions shall be applicable :

  • 8.2Section 8.2 "SFDC Warranties" is replaced by the following :

8.28.2 SFDC Warranties. 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.

·(2) a new Section 12.12.1 is added as follows:

12.12.112.12.1 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 (including Articles 289 A and 290 of the French Tax Code (Code général des impôts) and Article 242 nonies M of Appendix II thereto) 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").

·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.

·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.

·For the avoidance of doubt, 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.

·(3) a new Section 12.12.2 is added as follows :

12.12.212.12.2 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.

·(4) a new Section 12.12.3 is added as follows :

12.12.312.12.3 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.

·(5) a new Section 12.12.4 is added as follows :

12.12.412.12.4 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.

·(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.

  • 12.1312.13 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:

88 WARRANTIES FOR CUSTOMERS DOMICILED IN GERMANY

8.18.1 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.

8.28.2 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.

8.38.3 Remedies Resulting from Defects. 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.

8.48.4 Defects in Title. Defects in title of the Services shall be handled in accordance with the provisions of Clause 9 "Mutual Indemnification".

8.58.5 Exclusions. 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.

9.39.3 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.

1010. LIMITATION OF LIABILITY FOR CUSTOMERS DOMICILED IN GERMANY

  • 10.110.1 Unlimited Liability. The Parties shall be mutually liable without limitation
  • 2(a) in the event of willful misconduct or gross negligence,
  • 3(b)within the scope of a guarantee taken over by the respective party,
  • 4(c) in the event that a defect is maliciously concealed,
  • 5(d) in case of an injury to life, body or health,
  • 6(e) according to the German Product Liability Law.

10.210.2 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.

10.310.3 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.

10.410.4 Scope. 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.

  • 12.1412.14 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:
  • 5.25.2. Invoicing and Payment

5.2.15.2.1 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.

5.2.25.2.2 Electronic Invoicing. 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 obligation of electronic invoicing, starting from January 1, 2019, for the sale of goods and services performed between residents, established or identified in the territory of the Italian State. 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. In any event, the parties shall cooperate diligently to enable such electronic invoicing process. 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. SFDC reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.

5.2.35.2.3 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 and, if applicable, Customer shall provide proof of such VAT payment to SFDC.

5.35.3 Overdue Charges. 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.

12.212.2 Anti-Corruption.

12.2.112.2.1 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.

12.2.212.2.2 Code of Conduct and Organization, Management and Control Model. 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 Conduct which is available at the following link: https://www.salesforce.com/content/dam/we b/en_us/www/documents/legal/sfdc-code-of-conduct.pdf. 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.

  • 12.1512.15 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.
  • 12.1612.16 Local Law Requirements: India. With respect to Customers domiciled in India, the following shall apply:

12.16.112.16.1 Venue and Arbitration

  • 1Subject 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.
  • 1Arbitration. 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 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. 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.

12.16.212.16.2 Section 5.2 "Invoicing and Payment" of this Agreement is replaced with the following section:

5.25.2 Invoicing and Payment

5.2.15.2.1 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.

5.2.25.2.2 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. In any event, the parties shall cooperate diligently to enable such electronic invoicing process. Any error/delay in issuance of the electronic invoice due to: (a) the provision by Customer of incorrect or insufficient invoicing information preventing SFDC from successfully submitting the electronic invoice to the GST Portal; or (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; or (c) any event which 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. SFDC reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.

  • 12.1712.17 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:

12.312.3 Entire Agreement and Order of Precedence. 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. 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. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

·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 concerning harmonized rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (the "Data Act").

·(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").

·(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").

·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.

·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.

·(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/ (also accessible via http://www.salesforce.com/company/legal/agreements/ under the "Trust and Compliance Documentation" link), or as otherwise made reasonably available by SFDC.

·(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").

·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.

·SFDC will continue to provide the Services in accordance with the Agreement until the Termination Date or until the end of the subscription period.

·(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).

·(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 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.

·(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.