INTRODUCTION
This agreement governs the listing of your applications on the AppExchange if you are not a member of the Force.com AppExchange Partner Program. If you are member of the AppExchange Partner Program, the listing of your applications on the AppExchange is governed by the Force.com AppExchange Partner Agreement.
By clicking the "I Accept" button below, You agree on behalf of Your organization to the legally binding terms and conditions below (the "Agreement") governing Your listing of applications on the Force.com AppExchange.
If You are entering into this Agreement on behalf of a company or other organization, You must have the authority to bind Your company or organization to this Agreement and commit funds on its behalf. Titles that typically carry that authority include, without limitation: Chairman, Principal, President, Officer, Vice President, Director, Controller, Finance Manager or Purchasing Manager. We may reject this Agreement if We determine, in Our sole discretion, that You do not have the appropriate authority. In any case, if You are entering into this Agreement on behalf of a company or other organization, You represent that You have the authority to bind it to this Agreement and commit funds on its behalf, and the terms "You" and "Your" will refer to that company or organization. If You do not have that authority, or if You do not agree with these terms and conditions, You must select the "I Do Not Accept this Agreement" button and may not list applications on the Force.com AppExchange outside of the AppExchange Partner Program.
This Agreement was last updated on March 5, 2009. It is effective between You and Us as of the date of Your acceptance.
1. DEFINITIONS
• "AppExchange" means Our online Force.com AppExchange directory of Web-based, on-demand applications and downloadable software applications that interoperate with the Force.com Platform. Among other things, the AppExchange allows partners to list, and allows Users to test drive, review and install, those applications.
• "AppExchange Application" means an application listed on the AppExchange.
• "Force.com-Only Partner Application" means a Partner Application that is developed and operates exclusively on the Force.com Platform without utilizing external services, infrastructure or programming code.
• "Force.com Platform" means Our Web-based technology platform that includes a user interface, operating system, customization and integration capabilities for Our on-demand customer relationship management service, and a framework for development and deployment of on-demand applications.
• "Force.com Platform API" means Our application programming interface that supports interoperation of applications (other than Force.com-Only Partner Applications) with the Force.com Platform.
• "Our Customer Data" means electronic data or information submitted by Our customers into Our system.
• "We," "Us" or "Our" means the salesforce.com company described in Section 16 below.
• "You" or "Your" means the person accepting this Agreement or, if that person is accepting this Agreement on behalf of a company or other organization, that company or organization.
• "Your Application" means any application that You submit to Us for certification and/or listing as an AppExchange Application under this Agreement.
• "Your Customer Configuration/Usage Data" means information stored in our systems about Your customers' configuration and usage of Your Applications.
2. PERMISSION TO LIST YOUR APPLICATIONS ON THE APPEXCHANGE
Subject to the terms of this Agreement, We permit You to list Your Applications on the AppExchange upon successful completion of the application review described below. We reserve the right, in Our sole discretion and for any reason at any time, to revoke this permission and refuse to list Your Application on, or to remove Your Application and/or related listing(s) from, the AppExchange.
3. CERTAIN OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
3.1 Your Responsibilities. You acknowledge that You are solely responsible, and that We have no responsibility or liability of any kind, for the content, development, operation, or maintenance of Your Applications. For example, You will be solely responsible for:
a. the technical installation and operation of Your Applications and the related AppExchange listings;
b. creating and displaying information and content on, through or within Your AppExchange listings;
c. the accuracy and appropriateness of Your AppExchange listings and the materials available on, through or within Your AppExchange listings;
d. ensuring that Your Applications, Your AppExchange listings, and content and other materials contained in or available through Your listings do not violate or infringe the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and
e. ensuring that Your AppExchange listings and content and other materials contained in or available through Your listings are not offensive, profane, obscene, libelous or otherwise illegal.
3.2 Your Representations, Warranties and Covenants. You represent, warrant and covenant that:
a. Your Applications, Your AppExchange listings, and content and other materials contained in or available through Your listings, and the use thereof by Us and any users do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights or any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person or entity;
b. You will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to list and provide your AppExchange Applications;
c. Your AppExchange listings will not be offensive, profane, obscene, defamatory, fraudulent or otherwise illegal in any jurisdiction; and
d. Neither Your Applications nor Your AppExchange listings will contain any virus, worm, Trojan horse, adware, spyware or other malicious code.
4. APPLICATION LISTING AND REVIEW
4.1 Overview. While this Agreement is in effect, it will govern the listing of all of Your Applications and all of Our reviews of Your Applications on the AppExchange. Before Your Application can be submitted to Us for review and listed on the AppExchange, You are responsible for evaluating and testing Your Application as to its technology, functionality, performance, security, and user interface. We reserve the right to conduct any type of review of Your Applications, in addition to that described below. We may adopt and change our review standards and processes in our sole discretion. All submissions of Your Applications to us for review or listing on the AppExchange must be made through our online package submission process.
4.2 Security Review. We may conduct a security review of Your Application, which may include a qualitative assessment involving a review of Your completed questionnaire and an interview with You, and security testing. If Your Application is a hosted, on-demand application, security testing may include remote application-level security testing of Your Application, and network-level security testing including a vulnerability threat assessment. We may conduct such testing ourselves or through a third party. We will provide reasonable notice to You before starting such testing. We will also cooperate reasonably with You to minimize the effects of such testing on Your business and operations, including by conducting network-level testing after business hours if You so request. You agree to cooperate reasonably in any such testing. Despite the foregoing, such testing may in rare cases cause downtime or other adverse effects on Your applications or systems. You agree that We and Our agents or contractors conducting the testing will bear no responsibility for such adverse effects. Any of Your nonpublic information to which We obtain access in the course of such security testing will be considered Your Confidential Information for purposes of Section titled "Confidentiality" below.
4.3 Frequency of Reviews. After our initial review of Your Application, We reserve the right periodically to require re-submission of Your Application for subsequent reviews, including security reviews.
4.4 Force.com Platform API Token. If, following a review, we approve Your Application for listing on the AppExchange, We will provide You a Force.com Platform API token, which will be assigned to and may be used only by that particular application to access the Force.com Platform API. You may not otherwise disclose or expose the Force.com Platform API token to Your Application users or third parties.
5. REVIEWS OF APPEXCHANGE APPLICATIONS BY YOU
The AppExchange allows You to post reviews of AppExchange Applications. Any review by You of an AppExchange Application shall be made in good faith after reasonable evaluation of the full AppExchange Application. If You post a review of Your Application, You shall disclose Your identity and the fact that the AppExchange Application being reviewed is Your Application. If You post a review of a competitor's AppExchange Application, You shall disclose Your identity and the fact that You publish a competitive AppExchange Application.
6. CUSTOMER SUPPORT
6.1 Customer Support. You will use commercially reasonable efforts to provide telephone, web-based and/or email support to Your customers for Your Applications during normal business hours.
6.2 Contact Email Address. You will provide to Us a current email address to which We may direct inquiries from users regarding Your Applications.
6.3 Responsibility. You agree that You are solely responsible for providing all support for Your Applications, and for providing to users of Your Applications all information necessary for their use of Your Applications.
7. TERM AND TERMINATION
7.1 Term of Agreement. The term of this Agreement shall commence on the date You accept it, and continue for one year or until none of Your Applications is listed any longer on the AppExchange, which ever is later, provided this Agreement shall automatically terminate upon any acceptance by You of the AppExchange Partner Agreement.
7.2 Termination Without Cause. Either You or We may terminate this Agreement with or without cause upon 30 days' written notice.
7.3 Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if (a) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (b) the other party is acquired by or becomes the terminating party's competitor, (c) the party breaches its confidentiality obligations under this Agreement or infringes or misappropriates the terminating party's intellectual property rights, or (d) it determines, based on one or more customer or prospect complaints, that the other party's actions or statements creates a significant risk of harm to the terminating party's reputation or customer relationships.
7.4 Survival. The parties' rights and obligations under the following sections of this Agreement will survive any termination or expiration of this Agreement: 7.4 and 10 - 19. Termination of this Agreement will not derogate from any rights You may have under any other agreements with Us, including but not limited to any Master Subscription Agreement.
8. FEES AND PAYMENT
8.1 Application Listing Fees. Listing fees for Your Application shall be as set forth and updated from time to time on www.salesforce.com. Any applicable listing fees are payable annually, in advance, within 30 days of the invoice date. However, You must pay the initial listing fee before Your Application can initially be listed on the AppExchange.
8.2 Other Fees. Other AppExchange listing benefits may be subject to fees, as described on www.salesforce.com.
8.3 General. Any payment not received from You by the due date may accrue late charges at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Payment obligations are noncancelable and sums paid are nonrefundable.
9. LICENSES
9.1 Our License to You for Force.com Platform API and AppExchange. We hereby grant You a nonexclusive, worldwide, fully paid-up, royalty-free license under Our intellectual property rights, to access the Force.com Platform API through Your Applications, and to permit Your users to access their data through Your Applications and the Force.com Platform API.
9.2 Your License to Us for Modifications to Force.com Platform and Force.com Platform API. You hereby grant Us a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license under Your intellectual property rights, to make, use, sell, copy, distribute and modify, and to grant sublicenses to do all of the foregoing with respect to, any modifications, improvements or enhancements created by You to the Force.com Platform and the Force.com Platform API.
9.3 Your License to Us for Your Applications. You grant to Us a nonexclusive, worldwide, fully paid-up, royalty-free license, for as long as Your Applications are listed on the AppExchange, to (a) market Your Applications and (b) to the extent You request Us to list Your Applications with "Test Drive", "Get it Now" or similar functionality, to permit others to access, install, and (in the case of downloadable software applications) download Your Applications through the AppExchange. You represent and warrant that You own or possess all intellectual property and other rights necessary to grant Us this license.
9.4 Licensing Your Applications to Users. You may offer Your Applications via the AppExchange for free or for a fee, under Your own license terms or under the default AppExchange free license terms in Attachment A (Default AppExchange Free License) to this Agreement. To offer Your Applications under Your own license terms, You shall submit such license terms to Us through the online process described in Our online AppExchange partner guide, which We shall make available to You. You may update such license terms from time to time using the same process. If You do not submit Your license terms to Us through such online process, Your Applications will be offered under the default AppExchange free license terms. Your Application license terms shall not make any representations about, or purport to bind, Us.
9.5 Trademark Cross License. Each party hereby grants to the other a nonexclusive, worldwide, fully paid-up, royalty-free license, for the term of this Agreement, to use, in Your case, "salesforce.com," "Force.com," "AppExchange" and associated logos and, in Our case, Your name, Your Application name(s) and associated logos (collectively, "Marks") solely to enable the other party to exercise its rights and perform its obligations under this Agreement. Any use of Marks shall be in accordance with the granting party's reasonable trademark usage policies, with proper markings and legends. Each party shall cease, or adjust the manner of, its use of any Mark of the other party at the request of the other party in its sole discretion.
10. INTELLECTUAL PROPERTY OWNERSHIP
10.1 Technology. Subject to the limited licenses set forth above, nothing in this Agreement transfers or assigns to Us any of Your intellectual property rights in Your Applications or Your other technology, and nothing in this Agreement transfers or assigns to You any of Our intellectual property rights in the AppExchange, the Force.com Platform, the Force.com Platform API or Our other technology.
10.2 Trademarks. Our Marks, Salesforce, the "No Software" logo, Apex and other of Our marks used on Our websites are Our trademarks or service marks and may not be used in any manner except as expressly permitted herein or with Our prior written consent. Your Marks are Your trademarks or service marks and may not be used in any manner except as expressly permitted herein or with Your prior written consent. You shall not include "force" or "force.com" in any of Your trademarks or service marks or product, service or company names. You may include "for Salesforce" in the names of Your Applications while they are listed on the AppExchange. You shall not bid on or purchase any keyword which is Our trademark (including without limitation Salesforce, AppExchange or Apex) in any keyword advertising service (such as, for example, Google AdWords).
10.3 Competitive Applications. Subject to Our and Your respective rights and obligations under this Agreement, We acknowledge that You and/or other parties may develop and publish applications that are similar to or otherwise compete with Our applications, and You acknowledge that We and/or other parties may develop and publish applications that are similar to or otherwise compete with Your Applications.
11. OUR CUSTOMER DATA AND YOUR CUSTOMER CONFIGURATION/USAGE DATA
11.1 Our Customer Data. To the extent Your Applications transmit Our Customer Data outside Our system, You represent and warrant that You have notified all users who have access to Our Customer Data through Your Applications, or will notify them prior to their use of Your Applications, that their data will be transmitted outside Our system and to that extent We are not responsible for the privacy, security or integrity of such data. You further represent and warrant that to the extent Your Applications store, process or transmit Our Customer Data, neither You nor Your Applications will, without appropriate prior user consent or except to the extent required by applicable law, (1) modify the content of Our Customer Data in a manner that adversely affects the integrity of Our Customer Data, (2) disclose Our Customer Data to any third party, or (3) use Our Customer Data for any purpose other than providing Your Application functionality to users of Your Applications. You shall also maintain and handle all of Our Customer Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations. A modification or disclosure of Our Customer Data does not violate either of the two preceding sentences to the extent it results from an activity of the applicable customer using Your Application and a reasonable customer would expect that modification or disclosure of its data to occur as a result of that activity.
11.2 Your Customer Configuration/Usage Data. To the extent You receive access to Your Customer Configuration/Usage Data in or from Our systems, You represent and warrant that You have notified all of Your users who are subjects of Your Customer Configuration/Usage Data, or will notify them prior to their use of Your Applications, that You may receive such data from Us, and to that extent We are not responsible for the privacy, security or integrity of Your Customer Configuration/Usage Data. You further represent and warrant that to the extent You or Your Applications store, process, collect or transmit Your Customer Configuration/Usage Data, neither You nor Your Applications will, without appropriate prior user consent or except to the extent required by applicable law, (1) modify the content of Your Customer Configuration/Usage Data in a manner that makes it inaccurate or misleading, (2) disclose Your Customer Configuration/Usage Data to any third party other than Your applicable customer, or (3) use Your Customer Configuration/Usage Data except in connection with Your relationship with Your applicable customer. You shall also maintain and handle all of Your Customer Configuration/Usage Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations. Notwithstanding the foregoing, this paragraph does not restrict Your use or disclosure of aggregated data containing Your Customer Configuration/Usage Data, provided none of Our customers is identified or identifiable through such aggregated data or through Your use of such aggregated data.
12. CONFIDENTIALITY
12.1 Definition of Confidential Information. As Used in this Agreement, "Confidential Information" means any information described below which is disclosed by one party (You or Us) to the other 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. Your Confidential Information is limited to Your Applications and any nonpublic information that You submit to Us in writing (including electronically) as part of our process for reviewing or listing Your Applications. Our Confidential Information is limited to nonpublic aspects of the AppExchange, Our Force.com platform and our applications; nonpublic aspects of third-party applications listed on the AppExchange to which you obtain access as a result of the relationship between You and Us under this Agreement; and nonpublic technology, technical information and product plans to which you obtain access as a result of the relationship between You and Us under this Agreement. Confidential Information (except for Our Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of an obligation owed to the disclosing party; (ii) was known to the receiving party before its disclosure by the disclosing party without breach of an obligation owed to the disclosing party; (iii) was independently developed by the receiving party without breach of an obligation owed to the disclosing party; or (iv) is received from a third party without breach of an obligation owed to the disclosing party.
12.2 Confidentiality. During the term of this Agreement and for five years thereafter, the Recipient shall not disclose or Use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event Using less than reasonable care).
12.3 Compelled Disclosure. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Discloser's cost, if the Discloser wishes to contest the disclosure.
12.4 Remedies. If the Recipient discloses or Uses (or threatens to disclose or Use) any Confidential Information of the Discloser in breach of confidentiality protections hereunder, the Discloser shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
13. WARRANTY DISCLAIMER
We make no warranty or guarantee regarding:
a. any benefits or services that We provide to You as an AppExchange partner. In particular, We do not warrant or guarantee that those services and benefits will increase Your sales;
b. any third-party applications or content on the AppExchange, even if We reviewed, certified or moderated those applications or content;
c. the Apex technology platform or application programming interface, including but not limited to their performance, functionality, quality or availability.
We hereby disclaim all warranties, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, relating to the above.
14. RISK OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
You acknowledge the risk that Users who access Your applications through the AppExchange, including through the pre-purchase "Test Drive" (or similarly functional) feature of the AppExchange, may develop applications that infringe or misappropriate Your intellectual property rights in Your applications. Nothing in this Agreement restricts You from pursuing claims against such Users. However, in that event, You agree that Our provision of the AppExchange does not constitute contributory infringement or aiding or abetting of any such infringement or misappropriation.
15. INDEMNITY
We shall indemnify and hold You and Your subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim alleging that the Force.com Platform, the Force.com Platform API or any content originating with Us and published on the AppExchange infringes, misappropriates or violates any rights of a third party. You shall indemnify and hold Us and Our subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim or demand (i) alleging that any of Your Applications, or content submitted by You and published on the AppExchange, infringes, misappropriates or violates any rights of a third party; (ii) arising out of an alleged breach by You of a representation, warranty of agreement related to any of Your Applications; or (iii) based on Your breach of the section of this Agreement titled "Our Customer Data and Your Customer Configuration/Usage Data."
16. LIMITATION OF LIABILITY
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS ABOVE, (A) NEITHER YOU NOR WE SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL EITHER YOUR OR OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE APPEXCHANGE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF $10,000 OR THE AMOUNTS PAID BY AND DUE FROM YOU UNDER THIS AGREEMENT.
17. WHO YOU ARE CONTRACTING WITH, AND GOVERNING LAW
Who You are contracting with, what law will apply in any lawsuit under this Agreement, and which courts can adjudicate any such lawsuit, depend on where You are domiciled.
You agree 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.
18. NOTICES
Notices under this Agreement must be in writing and are deemed to have been given upon (a) personal delivery, (b) the third business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email. Notices to Us must be addressed to AppExchange Alliances, salesforce.com, inc., The Landmark @ One Market, Suite 300, San Francisco, CA 94105, with a copy to Our General Counsel at the same address. Notices to You will be addressed to Your contact designated by You in the AppExchange partner online registration process, as that information may have been updated by You through Our AppExchange partner website.
19. GENERAL
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between You and Us, notwithstanding its Use of the term "partner." Nothing on any purchase order or preprinted form shall add to or vary the terms of this Agreement. If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect. A party's failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing. This Agreement comprises the entire agreement between You and Us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and Us regarding the subject matter contained herein. During the term of this Agreement, the terms of any online click-through agreement solely for AppExchange partners shall be of no force or effect. However, this Agreement will not supersede or affect any agreement, including any online click-through agreement, between You and any of Your customers. There are no third-party beneficiaries to this Agreement. Neither You nor We may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld), provided either You or We may assign this Agreement without consent of the other in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's assets.
If I am entering into this Agreement on behalf of a company or other organization, I have the authority to bind that company or organization to this Agreement and commit funds on its behalf.
© 2009 salesforce.com, inc. All rights reserved.
ATTACHMENT A: DEFAULT APPEXCHANGE FREE LICENSE
THIS APPLICATION IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SUBJECT TO THE FOREGOING, THIS APPLICATION MAY BE FREELY REPRODUCED, DISTRIBUTED, TRANSMITTED, USED, MODIFIED, BUILT UPON, OR OTHERWISE EXPLOITED BY OR ON BEHALF OF SALESFORCE.COM OR ITS AFFILIATES, ANY CUSTOMER OR PARTNER OF SALESFORCE.COM OR ITS AFFILIATES, OR ANY DEVELOPER OF APPLICATIONS THAT INTERFACE WITH THE SALESFORCE.COM APPLICATION, FOR ANY PURPOSE, COMMERCIAL OR NON-COMMERCIAL, RELATED TO USE OF THE SALESFORCE.COM APPLICATION, AND IN ANY WAY, INCLUDING BY METHODS THAT HAVE NOT YET BEEN INVENTED OR CONCEIVED.
This agreement governs the listing of your applications on the AppExchange if you are not a member of the Force.com AppExchange Partner Program. If you are member of the AppExchange Partner Program, the listing of your applications on the AppExchange is governed by the Force.com AppExchange Partner Agreement.
By clicking the "I Accept" button below, You agree on behalf of Your organization to the legally binding terms and conditions below (the "Agreement") governing Your listing of applications on the Force.com AppExchange.
If You are entering into this Agreement on behalf of a company or other organization, You must have the authority to bind Your company or organization to this Agreement and commit funds on its behalf. Titles that typically carry that authority include, without limitation: Chairman, Principal, President, Officer, Vice President, Director, Controller, Finance Manager or Purchasing Manager. We may reject this Agreement if We determine, in Our sole discretion, that You do not have the appropriate authority. In any case, if You are entering into this Agreement on behalf of a company or other organization, You represent that You have the authority to bind it to this Agreement and commit funds on its behalf, and the terms "You" and "Your" will refer to that company or organization. If You do not have that authority, or if You do not agree with these terms and conditions, You must select the "I Do Not Accept this Agreement" button and may not list applications on the Force.com AppExchange outside of the AppExchange Partner Program.
This Agreement was last updated on March 5, 2009. It is effective between You and Us as of the date of Your acceptance.
1. DEFINITIONS
• "AppExchange" means Our online Force.com AppExchange directory of Web-based, on-demand applications and downloadable software applications that interoperate with the Force.com Platform. Among other things, the AppExchange allows partners to list, and allows Users to test drive, review and install, those applications.
• "AppExchange Application" means an application listed on the AppExchange.
• "Force.com-Only Partner Application" means a Partner Application that is developed and operates exclusively on the Force.com Platform without utilizing external services, infrastructure or programming code.
• "Force.com Platform" means Our Web-based technology platform that includes a user interface, operating system, customization and integration capabilities for Our on-demand customer relationship management service, and a framework for development and deployment of on-demand applications.
• "Force.com Platform API" means Our application programming interface that supports interoperation of applications (other than Force.com-Only Partner Applications) with the Force.com Platform.
• "Our Customer Data" means electronic data or information submitted by Our customers into Our system.
• "We," "Us" or "Our" means the salesforce.com company described in Section 16 below.
• "You" or "Your" means the person accepting this Agreement or, if that person is accepting this Agreement on behalf of a company or other organization, that company or organization.
• "Your Application" means any application that You submit to Us for certification and/or listing as an AppExchange Application under this Agreement.
• "Your Customer Configuration/Usage Data" means information stored in our systems about Your customers' configuration and usage of Your Applications.
2. PERMISSION TO LIST YOUR APPLICATIONS ON THE APPEXCHANGE
Subject to the terms of this Agreement, We permit You to list Your Applications on the AppExchange upon successful completion of the application review described below. We reserve the right, in Our sole discretion and for any reason at any time, to revoke this permission and refuse to list Your Application on, or to remove Your Application and/or related listing(s) from, the AppExchange.
3. CERTAIN OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
3.1 Your Responsibilities. You acknowledge that You are solely responsible, and that We have no responsibility or liability of any kind, for the content, development, operation, or maintenance of Your Applications. For example, You will be solely responsible for:
a. the technical installation and operation of Your Applications and the related AppExchange listings;
b. creating and displaying information and content on, through or within Your AppExchange listings;
c. the accuracy and appropriateness of Your AppExchange listings and the materials available on, through or within Your AppExchange listings;
d. ensuring that Your Applications, Your AppExchange listings, and content and other materials contained in or available through Your listings do not violate or infringe the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and
e. ensuring that Your AppExchange listings and content and other materials contained in or available through Your listings are not offensive, profane, obscene, libelous or otherwise illegal.
3.2 Your Representations, Warranties and Covenants. You represent, warrant and covenant that:
a. Your Applications, Your AppExchange listings, and content and other materials contained in or available through Your listings, and the use thereof by Us and any users do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights or any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person or entity;
b. You will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to list and provide your AppExchange Applications;
c. Your AppExchange listings will not be offensive, profane, obscene, defamatory, fraudulent or otherwise illegal in any jurisdiction; and
d. Neither Your Applications nor Your AppExchange listings will contain any virus, worm, Trojan horse, adware, spyware or other malicious code.
4. APPLICATION LISTING AND REVIEW
4.1 Overview. While this Agreement is in effect, it will govern the listing of all of Your Applications and all of Our reviews of Your Applications on the AppExchange. Before Your Application can be submitted to Us for review and listed on the AppExchange, You are responsible for evaluating and testing Your Application as to its technology, functionality, performance, security, and user interface. We reserve the right to conduct any type of review of Your Applications, in addition to that described below. We may adopt and change our review standards and processes in our sole discretion. All submissions of Your Applications to us for review or listing on the AppExchange must be made through our online package submission process.
4.2 Security Review. We may conduct a security review of Your Application, which may include a qualitative assessment involving a review of Your completed questionnaire and an interview with You, and security testing. If Your Application is a hosted, on-demand application, security testing may include remote application-level security testing of Your Application, and network-level security testing including a vulnerability threat assessment. We may conduct such testing ourselves or through a third party. We will provide reasonable notice to You before starting such testing. We will also cooperate reasonably with You to minimize the effects of such testing on Your business and operations, including by conducting network-level testing after business hours if You so request. You agree to cooperate reasonably in any such testing. Despite the foregoing, such testing may in rare cases cause downtime or other adverse effects on Your applications or systems. You agree that We and Our agents or contractors conducting the testing will bear no responsibility for such adverse effects. Any of Your nonpublic information to which We obtain access in the course of such security testing will be considered Your Confidential Information for purposes of Section titled "Confidentiality" below.
4.3 Frequency of Reviews. After our initial review of Your Application, We reserve the right periodically to require re-submission of Your Application for subsequent reviews, including security reviews.
4.4 Force.com Platform API Token. If, following a review, we approve Your Application for listing on the AppExchange, We will provide You a Force.com Platform API token, which will be assigned to and may be used only by that particular application to access the Force.com Platform API. You may not otherwise disclose or expose the Force.com Platform API token to Your Application users or third parties.
5. REVIEWS OF APPEXCHANGE APPLICATIONS BY YOU
The AppExchange allows You to post reviews of AppExchange Applications. Any review by You of an AppExchange Application shall be made in good faith after reasonable evaluation of the full AppExchange Application. If You post a review of Your Application, You shall disclose Your identity and the fact that the AppExchange Application being reviewed is Your Application. If You post a review of a competitor's AppExchange Application, You shall disclose Your identity and the fact that You publish a competitive AppExchange Application.
6. CUSTOMER SUPPORT
6.1 Customer Support. You will use commercially reasonable efforts to provide telephone, web-based and/or email support to Your customers for Your Applications during normal business hours.
6.2 Contact Email Address. You will provide to Us a current email address to which We may direct inquiries from users regarding Your Applications.
6.3 Responsibility. You agree that You are solely responsible for providing all support for Your Applications, and for providing to users of Your Applications all information necessary for their use of Your Applications.
7. TERM AND TERMINATION
7.1 Term of Agreement. The term of this Agreement shall commence on the date You accept it, and continue for one year or until none of Your Applications is listed any longer on the AppExchange, which ever is later, provided this Agreement shall automatically terminate upon any acceptance by You of the AppExchange Partner Agreement.
7.2 Termination Without Cause. Either You or We may terminate this Agreement with or without cause upon 30 days' written notice.
7.3 Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if (a) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (b) the other party is acquired by or becomes the terminating party's competitor, (c) the party breaches its confidentiality obligations under this Agreement or infringes or misappropriates the terminating party's intellectual property rights, or (d) it determines, based on one or more customer or prospect complaints, that the other party's actions or statements creates a significant risk of harm to the terminating party's reputation or customer relationships.
7.4 Survival. The parties' rights and obligations under the following sections of this Agreement will survive any termination or expiration of this Agreement: 7.4 and 10 - 19. Termination of this Agreement will not derogate from any rights You may have under any other agreements with Us, including but not limited to any Master Subscription Agreement.
8. FEES AND PAYMENT
8.1 Application Listing Fees. Listing fees for Your Application shall be as set forth and updated from time to time on www.salesforce.com. Any applicable listing fees are payable annually, in advance, within 30 days of the invoice date. However, You must pay the initial listing fee before Your Application can initially be listed on the AppExchange.
8.2 Other Fees. Other AppExchange listing benefits may be subject to fees, as described on www.salesforce.com.
8.3 General. Any payment not received from You by the due date may accrue late charges at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Payment obligations are noncancelable and sums paid are nonrefundable.
9. LICENSES
9.1 Our License to You for Force.com Platform API and AppExchange. We hereby grant You a nonexclusive, worldwide, fully paid-up, royalty-free license under Our intellectual property rights, to access the Force.com Platform API through Your Applications, and to permit Your users to access their data through Your Applications and the Force.com Platform API.
9.2 Your License to Us for Modifications to Force.com Platform and Force.com Platform API. You hereby grant Us a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license under Your intellectual property rights, to make, use, sell, copy, distribute and modify, and to grant sublicenses to do all of the foregoing with respect to, any modifications, improvements or enhancements created by You to the Force.com Platform and the Force.com Platform API.
9.3 Your License to Us for Your Applications. You grant to Us a nonexclusive, worldwide, fully paid-up, royalty-free license, for as long as Your Applications are listed on the AppExchange, to (a) market Your Applications and (b) to the extent You request Us to list Your Applications with "Test Drive", "Get it Now" or similar functionality, to permit others to access, install, and (in the case of downloadable software applications) download Your Applications through the AppExchange. You represent and warrant that You own or possess all intellectual property and other rights necessary to grant Us this license.
9.4 Licensing Your Applications to Users. You may offer Your Applications via the AppExchange for free or for a fee, under Your own license terms or under the default AppExchange free license terms in Attachment A (Default AppExchange Free License) to this Agreement. To offer Your Applications under Your own license terms, You shall submit such license terms to Us through the online process described in Our online AppExchange partner guide, which We shall make available to You. You may update such license terms from time to time using the same process. If You do not submit Your license terms to Us through such online process, Your Applications will be offered under the default AppExchange free license terms. Your Application license terms shall not make any representations about, or purport to bind, Us.
9.5 Trademark Cross License. Each party hereby grants to the other a nonexclusive, worldwide, fully paid-up, royalty-free license, for the term of this Agreement, to use, in Your case, "salesforce.com," "Force.com," "AppExchange" and associated logos and, in Our case, Your name, Your Application name(s) and associated logos (collectively, "Marks") solely to enable the other party to exercise its rights and perform its obligations under this Agreement. Any use of Marks shall be in accordance with the granting party's reasonable trademark usage policies, with proper markings and legends. Each party shall cease, or adjust the manner of, its use of any Mark of the other party at the request of the other party in its sole discretion.
10. INTELLECTUAL PROPERTY OWNERSHIP
10.1 Technology. Subject to the limited licenses set forth above, nothing in this Agreement transfers or assigns to Us any of Your intellectual property rights in Your Applications or Your other technology, and nothing in this Agreement transfers or assigns to You any of Our intellectual property rights in the AppExchange, the Force.com Platform, the Force.com Platform API or Our other technology.
10.2 Trademarks. Our Marks, Salesforce, the "No Software" logo, Apex and other of Our marks used on Our websites are Our trademarks or service marks and may not be used in any manner except as expressly permitted herein or with Our prior written consent. Your Marks are Your trademarks or service marks and may not be used in any manner except as expressly permitted herein or with Your prior written consent. You shall not include "force" or "force.com" in any of Your trademarks or service marks or product, service or company names. You may include "for Salesforce" in the names of Your Applications while they are listed on the AppExchange. You shall not bid on or purchase any keyword which is Our trademark (including without limitation Salesforce, AppExchange or Apex) in any keyword advertising service (such as, for example, Google AdWords).
10.3 Competitive Applications. Subject to Our and Your respective rights and obligations under this Agreement, We acknowledge that You and/or other parties may develop and publish applications that are similar to or otherwise compete with Our applications, and You acknowledge that We and/or other parties may develop and publish applications that are similar to or otherwise compete with Your Applications.
11. OUR CUSTOMER DATA AND YOUR CUSTOMER CONFIGURATION/USAGE DATA
11.1 Our Customer Data. To the extent Your Applications transmit Our Customer Data outside Our system, You represent and warrant that You have notified all users who have access to Our Customer Data through Your Applications, or will notify them prior to their use of Your Applications, that their data will be transmitted outside Our system and to that extent We are not responsible for the privacy, security or integrity of such data. You further represent and warrant that to the extent Your Applications store, process or transmit Our Customer Data, neither You nor Your Applications will, without appropriate prior user consent or except to the extent required by applicable law, (1) modify the content of Our Customer Data in a manner that adversely affects the integrity of Our Customer Data, (2) disclose Our Customer Data to any third party, or (3) use Our Customer Data for any purpose other than providing Your Application functionality to users of Your Applications. You shall also maintain and handle all of Our Customer Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations. A modification or disclosure of Our Customer Data does not violate either of the two preceding sentences to the extent it results from an activity of the applicable customer using Your Application and a reasonable customer would expect that modification or disclosure of its data to occur as a result of that activity.
11.2 Your Customer Configuration/Usage Data. To the extent You receive access to Your Customer Configuration/Usage Data in or from Our systems, You represent and warrant that You have notified all of Your users who are subjects of Your Customer Configuration/Usage Data, or will notify them prior to their use of Your Applications, that You may receive such data from Us, and to that extent We are not responsible for the privacy, security or integrity of Your Customer Configuration/Usage Data. You further represent and warrant that to the extent You or Your Applications store, process, collect or transmit Your Customer Configuration/Usage Data, neither You nor Your Applications will, without appropriate prior user consent or except to the extent required by applicable law, (1) modify the content of Your Customer Configuration/Usage Data in a manner that makes it inaccurate or misleading, (2) disclose Your Customer Configuration/Usage Data to any third party other than Your applicable customer, or (3) use Your Customer Configuration/Usage Data except in connection with Your relationship with Your applicable customer. You shall also maintain and handle all of Your Customer Configuration/Usage Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations. Notwithstanding the foregoing, this paragraph does not restrict Your use or disclosure of aggregated data containing Your Customer Configuration/Usage Data, provided none of Our customers is identified or identifiable through such aggregated data or through Your use of such aggregated data.
12. CONFIDENTIALITY
12.1 Definition of Confidential Information. As Used in this Agreement, "Confidential Information" means any information described below which is disclosed by one party (You or Us) to the other 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. Your Confidential Information is limited to Your Applications and any nonpublic information that You submit to Us in writing (including electronically) as part of our process for reviewing or listing Your Applications. Our Confidential Information is limited to nonpublic aspects of the AppExchange, Our Force.com platform and our applications; nonpublic aspects of third-party applications listed on the AppExchange to which you obtain access as a result of the relationship between You and Us under this Agreement; and nonpublic technology, technical information and product plans to which you obtain access as a result of the relationship between You and Us under this Agreement. Confidential Information (except for Our Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of an obligation owed to the disclosing party; (ii) was known to the receiving party before its disclosure by the disclosing party without breach of an obligation owed to the disclosing party; (iii) was independently developed by the receiving party without breach of an obligation owed to the disclosing party; or (iv) is received from a third party without breach of an obligation owed to the disclosing party.
12.2 Confidentiality. During the term of this Agreement and for five years thereafter, the Recipient shall not disclose or Use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event Using less than reasonable care).
12.3 Compelled Disclosure. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Discloser's cost, if the Discloser wishes to contest the disclosure.
12.4 Remedies. If the Recipient discloses or Uses (or threatens to disclose or Use) any Confidential Information of the Discloser in breach of confidentiality protections hereunder, the Discloser shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
13. WARRANTY DISCLAIMER
We make no warranty or guarantee regarding:
a. any benefits or services that We provide to You as an AppExchange partner. In particular, We do not warrant or guarantee that those services and benefits will increase Your sales;
b. any third-party applications or content on the AppExchange, even if We reviewed, certified or moderated those applications or content;
c. the Apex technology platform or application programming interface, including but not limited to their performance, functionality, quality or availability.
We hereby disclaim all warranties, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, relating to the above.
14. RISK OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
You acknowledge the risk that Users who access Your applications through the AppExchange, including through the pre-purchase "Test Drive" (or similarly functional) feature of the AppExchange, may develop applications that infringe or misappropriate Your intellectual property rights in Your applications. Nothing in this Agreement restricts You from pursuing claims against such Users. However, in that event, You agree that Our provision of the AppExchange does not constitute contributory infringement or aiding or abetting of any such infringement or misappropriation.
15. INDEMNITY
We shall indemnify and hold You and Your subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim alleging that the Force.com Platform, the Force.com Platform API or any content originating with Us and published on the AppExchange infringes, misappropriates or violates any rights of a third party. You shall indemnify and hold Us and Our subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim or demand (i) alleging that any of Your Applications, or content submitted by You and published on the AppExchange, infringes, misappropriates or violates any rights of a third party; (ii) arising out of an alleged breach by You of a representation, warranty of agreement related to any of Your Applications; or (iii) based on Your breach of the section of this Agreement titled "Our Customer Data and Your Customer Configuration/Usage Data."
16. LIMITATION OF LIABILITY
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS ABOVE, (A) NEITHER YOU NOR WE SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL EITHER YOUR OR OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE APPEXCHANGE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF $10,000 OR THE AMOUNTS PAID BY AND DUE FROM YOU UNDER THIS AGREEMENT.
17. WHO YOU ARE CONTRACTING WITH, AND GOVERNING LAW
Who You are contracting with, what law will apply in any lawsuit under this Agreement, and which courts can adjudicate any such lawsuit, depend on where You are domiciled.
| If you are domiciled in: | You are contracting with: | The governing law is: | The courts having exclusive jurisdiction are: |
| A Country in North, South or Central America or the Caribbean | Salesforce.com, inc. | California and controlling United States federal law | San Francisco, California, U.S.A. |
| A Country in Europe, the Middle East or Africa | salesforce.com Sàrl | Switzerland | Switzerland |
| Japan | Salesforce.com Kabushiki Kaisha | Japan | Tokyo, Japan |
| A Country in Asia or the Pacific region, other than Japan | Salesforce.com Singapore Pte Ltd | Singapore | Singapore |
You agree 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.
18. NOTICES
Notices under this Agreement must be in writing and are deemed to have been given upon (a) personal delivery, (b) the third business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email. Notices to Us must be addressed to AppExchange Alliances, salesforce.com, inc., The Landmark @ One Market, Suite 300, San Francisco, CA 94105, with a copy to Our General Counsel at the same address. Notices to You will be addressed to Your contact designated by You in the AppExchange partner online registration process, as that information may have been updated by You through Our AppExchange partner website.
19. GENERAL
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between You and Us, notwithstanding its Use of the term "partner." Nothing on any purchase order or preprinted form shall add to or vary the terms of this Agreement. If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect. A party's failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing. This Agreement comprises the entire agreement between You and Us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and Us regarding the subject matter contained herein. During the term of this Agreement, the terms of any online click-through agreement solely for AppExchange partners shall be of no force or effect. However, this Agreement will not supersede or affect any agreement, including any online click-through agreement, between You and any of Your customers. There are no third-party beneficiaries to this Agreement. Neither You nor We may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld), provided either You or We may assign this Agreement without consent of the other in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's assets.
If I am entering into this Agreement on behalf of a company or other organization, I have the authority to bind that company or organization to this Agreement and commit funds on its behalf.
© 2009 salesforce.com, inc. All rights reserved.
ATTACHMENT A: DEFAULT APPEXCHANGE FREE LICENSE
THIS APPLICATION IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SUBJECT TO THE FOREGOING, THIS APPLICATION MAY BE FREELY REPRODUCED, DISTRIBUTED, TRANSMITTED, USED, MODIFIED, BUILT UPON, OR OTHERWISE EXPLOITED BY OR ON BEHALF OF SALESFORCE.COM OR ITS AFFILIATES, ANY CUSTOMER OR PARTNER OF SALESFORCE.COM OR ITS AFFILIATES, OR ANY DEVELOPER OF APPLICATIONS THAT INTERFACE WITH THE SALESFORCE.COM APPLICATION, FOR ANY PURPOSE, COMMERCIAL OR NON-COMMERCIAL, RELATED TO USE OF THE SALESFORCE.COM APPLICATION, AND IN ANY WAY, INCLUDING BY METHODS THAT HAVE NOT YET BEEN INVENTED OR CONCEIVED.