1. OEM Services Subscription. Each EventON™ Application License is sold with one (1) Platform Embedded Edition subscription (or successor OEM Services subscription), jointly referred to as the “Combined Solution”. Fees for the Application license are set forth in the EventON™ Order Form.
2. Service Orders.
a) Customer Orders. Customer is responsible for submitting to Reseller a complete and accurate Service Order reflecting the Customer’s order for both the EventON™ Application and the OEM Services associated with the Combined Solution.
b) Customer Delivery of Service Orders. For each incremental Combined Solution license, (or group thereof), Customer purchases from Reseller, Customer will submit a complete and accurate Service Order Form with appropriate payment reflecting the Customer’s order for the OEM Services associated with the Combined Solution. Only fully completed Order Forms will be accepted by Reseller. Customer represents and warrants that all such Provisioning information submitted to Reseller on the Order Form will be true and correct, and agrees to certify the same in writing and to provide to Reseller copies of the documentation underlying the Provisioning Information, periodically upon request by Reseller. Each Service Order is subject to Reseller’s reasonable and good faith acceptance.
c) Service Order Renewals. Existing Service Orders shall automatically renew unless terminated by either party by providing written notice to the other party thirty (30) days prior to the current license term expiration date. Reseller will provide Customer notification of renewal 30 days prior to the Subscription Term Expiration. Customer is required to submit payment for Service Order Renewals no later than ten (10) business days before expiration of the existing Subscription Term, the “Service Order Renewal Cutoff Date,” in order to ensure continuous Services under the Combined Solution.
d) No Cancellation. Service Orders are non-cancelable by Customer after acceptance by Reseller, and the number of User subscriptions specified in an accepted Service Order cannot be decreased prior to the end of the term of the Service Order.
e) Subscription Terms. Subject to the following sentence, the term for each Service Order and renewal thereof shall be one (1) year. Add-on Service Orders for a particular Customer during the term of a pre-existing Service Order must be coterminous with the pre-existing Service Order.
f) Trial Accounts. Service Orders are not required for Trial Accounts. Trial accounts are limited to a 30-day trial period, for use by up to 5 users at no charge to Customer. Trial Accounts will be deactivated after 30 days. Trial Accounts may be converted into regular paying accounts upon receipt of a payment and a properly completed Order Form before the Trial expiration date. Prospective Customers are limited to one (1) Trial Account. By requesting a Trial Account subscription, Customer certifies that they have not entered into a previous Trial Account for the Application. Customer registration information for Trial Accounts will be disclosed to SFDC and will be used by SFDC pursuant to its privacy policy available at http://www.salesforce.com.
3. Fees and Payment Terms. Fees and related payment terms to be paid by Customer to Reseller for the OEM Services and Application Solution are as set forth in the EventON™ Order Form. Except for the payment of Subscription fees and other amounts expressly set forth in this Agreement, the Parties are each solely responsible and liable for all costs and expenses they incur in performing their obligations under this agreement. Customer’s obligation and commitment to pay Reseller arises upon Reseller’s acceptance of the applicable Service Order submitted by Customer to Reseller. Reseller reserves the right to suspend the Combined Solution services if Customer does not provide payment for the extension of the licensed services by the Service Renewal Cutoff Date, as provided under Section 2(c). In no case will any such termination or suspension give rise to any liability of Reseller to Customer for a refund or damages.
4. Provisioning of OEM Services and Availability. Reseller will use commercially reasonable efforts to support the usability and functionality of the EventON™ Application as described in Exhibit C. Reseller makes no warranty as to the availability of the SFDC OEM Services or SFDC CRM Services platform upon which the EventON™ Application operates. In no case will any outage or downtime of such Services give rise to any liability of Reseller to Customer for a refund or damages.
5. Scope of OEM Services. Unless otherwise specified in the Product Catalog, OEM Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users. The Combined Solution may only utilize the minimum number of OEM Service components (e.g., custom objects) required to deliver the Reseller Application in the form and with the functionality approved by SFDC. SFDC reserves the right to review modifications to the Reseller Application. Any additional OEM Service components required as a result of such Reseller Application modifications shall be subject to SFDC’s approval. Reseller Customers may not increase the number of custom objects beyond that provided in the Reseller Application, nor may they develop applications for internal use or install additional applications in connection with the OEM Services included in the Combined Solution. In addition, certain OEM Services may be subject to additional terms as set forth in the Product Catalog.
6. Reseller Property. Reseller Application and all intellectual property rights therein are and will remain the sole property of Reseller, and no rights are granted to the Customer under this Agreement with respect to the Reseller Application or the intellectual property rights therein, other than the limited licenses to use the Application for the Customer’s own business and employees as specified in this Agreement. Customer will not use the Reseller Application or the intellectual property rights therein, for any purpose other than to support the Application functionality for their business and at no point will Customer extend the functionality of the application or develop additional objects, code, functionality or services not intended by the original packaged installation.
7. SFDC Property. In addition to the terms of the Agreement as provided herein, Customer agrees to abide by all terms and conditions of the SFDC Service Agreement, identified under Exhibit C, SFDC Service Agreement of the EventON™ Services Agreement.
8. No Warranty. RESELLER MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESELLER DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO RESELLER APPLICATION AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9. No Liability. IN NO EVENT SHALL RESELLER HAVE ANY LIABILITY TO CUSTOMER OR ANY USER FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
