This Program Agreement (the “Program Agreement”) governs any use of (including any access to):
(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.
Salesforce may change this Program Agreement and any Program Terms by posting a revised version at https://www.salesforce.com/company/program-agreement/ or any other applicable Salesforce website and such updates will be effective upon posting.
Your use of any Program following any changes to this Program Agreement or any applicable Program Terms will constitute your acceptance of those changes to this Program Agreement and the Program Terms, 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/privacy/full_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, as updated by Salesforce from time to time, currently available at https://www.salesforce.com/company/legal/agreements/ (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):
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).
5.1. 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.
5.2. 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.
7.1. 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).
7.2. 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.
7.3. 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.
9.1. 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.
9.2. 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/content/dam/web/en_us/www/documents/legal/Terms%20of%20Service/salesforce
trademark-usage-guidelines.pdf (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.
16.1. 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/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.
If you are domiciled in North or South America
If you are 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 Canada
Salesforce, Inc. (f/k/a salesforce.com, inc.), a Delaware corporation
Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy to attn: General Counsel
California and controlling United States federal law
San Francisco, California, U.S.A.
Salesforce Tecnologia Ltda.
Av. Jornalista Roberto Marinho, 85, 14º Andar - Cidade Monções, CEP 04576-010 São Paulo - SP
São Paulo, SP, Brazil
salesforce.com Canada Corporation, a Nova Scotia corporation
Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy to attn: General Counsel
Ontario and controlling Canadian federal law
Toronto, Ontario, Canada
If you are domiciled in Europe, the Middle East, or Africa
If you are 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 Kingdom
SFDC Ireland Limited, a limited liability company incorporated in Ireland
salesforce.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, France
Salesforce 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, France
salesforce.com Germany GmbH, a limited liability company, incorporated in Germany
Salesforce 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, Germany
salesforce.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. 04959160963
Salesforce 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 Systems Spain, S.L., a limited liability company incorporated in Spain
Salesforce 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, Spain
Salesforce UK Limited, a limited liability company incorporated in England
Salesforce 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 Kingdom
If you are domiciled in Asia or the Pacific Region
If you are 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 Zealand
salesforce.com Singapore Pte Ltd, a Singapore private limited company
5 Temasek Boulevard #13-01, Suntec Tower 5, Singapore, 038985, attn: Director, APAC Sales Operations, with a copy to attn: General Counsel
Australia or New Zealand
SFDC Australia Pty Ltd
Salesforce Tower, Level 39, 180 George Street, Sydney, NSW 2000, Australia, attn: Senior Director, Finance with a copy to attn: General Counsel
New South Wales, Australia
New South Wales, Australia
salesforce.com India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 of India
salesforce.com India Private Limited
Torrey Pines, 3rd Floor,
Embassy Golflinks Software Business Park
Bangalore Karnataka 560071, India
Salesforce Japan Co., Ltd. (f/k/a Kabushiki Kaisha Salesforce.com), a Japan corporation
1-1-3, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan, attn: Senior Director, Japan Sales Operations, with a copy to attn: General Counsel
16.2. 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.
16.3. 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.
16.4. 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.
16.5. 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.
16.6. 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/intellectual/.
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.
You are responsible for complying with U.S. export controls and economic sanctions, including the Export Administration Regulations (EAR) and the regulations administered by the Treasury Department’s Office of Foreign Assets Control (OFAC), any applicable import laws, regulations and requirements of the country of importation, and all other applicable laws, regulations and requirements which may apply to downloads of software. You are responsible for any violation of those laws, regulations and requirements. Salesforce provides no assurances that requests passing through any Program to you have been screened in any way. For example, we do not provide screening to identify parties that may be subject to EAR or OFAC restrictions, nor do we provide screening to identify destinations that may be subject to embargo or other restrictions. You represent, warrant and covenant that you are not: (a) located in, or a resident or national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any U.S. government list of restricted end-users.
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.
These Program Terms for AppExchange (“Program Terms”) apply to the use of (including any access to) the AppExchange site, currently located at appexchange.salesforce.com (together with any Salesforce information, data, content and other materials, products and services available through such site, and any successor site(s), “AppExchange”).
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 AppExchange unless you accept the Agreement.
AppExchange is an online directory and marketplace of web-based, on-demand applications, downloadable software applications, software (each, an “App”) that interoperates with Salesforce products and services, and more, as further described on AppExchange. For clarity, Apps available on or through AppExchange may be subject to other terms, including any terms that are presented during the test drive or installation process (the “App Terms”).
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 is any third party or Salesforce Labs, then the App is considered Third Party Materials, and any support for such App is solely as set forth in any applicable App Terms. You agree to comply with the App Terms for each third-party App that you use, except that this Agreement will control to the extent of any conflict or inconsistency between those App Terms and the Agreement.
AppExchange may enable you to post comments or reviews, including in regard to Apps 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 AppExchange, do not post any such reviews or comments. For clarity, any such review or comment is considered a Submission.
Reviews and comments regarding Apps 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 AppExchange:
AppExchange may enable you to publish certain listings (which may include listings of Apps) on AppExchange. 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—AppExchange Addendum. For clarity, these Program Terms do not authorize you to publish any listings (including any listings of Apps) with Salesforce, including on AppExchange.
Salesforce may make available the ability to purchase or otherwise obtain certain Apps through AppExchange. If you wish to make a payment transaction, 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 charges incurred by you or on your behalf through AppExchange, 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.
Salesforce reserves the right, including without prior notice, to discontinue making available, or to refuse to provide any user with, any Apps or other products or services available on or through AppExchange; to impose conditions on the honoring of any coupon, discount or similar promotion; and to bar any user from making any payment transaction. Any refunds will be subject to Salesforce’s applicable refund policies. 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.
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 AppExchange, 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) or any Third Party Material.
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 AppExchange’s search and recommendation functionalities. Your search criteria, as well as data about your access or use of AppExchange, 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 AppExchange. Salesforce is not responsible for, and makes no representations or warranties regarding, any search results or recommendations available on or through AppExchange, whether generated by AppExchange’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 APPEXCHANGE’S SEARCH AND RECOMMENDATION FUNCTIONALITY, INCLUDING ACCESS TO OR USE OF ANY RECOMMENDED APP, IS AT YOUR OWN RISK.
FOR CLARITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL DISCLAIMERS OF WARRANTIES UNDER THE PROGRAM AGREEMENT APPLY TO APPEXCHANGE AND ALL APPS AND OTHER MATERIAL AVAILABLE ON OR THROUGH APPEXCHANGE, REGARDLESS OF WHETHER DESIGNATED AS “CERTIFIED” OR ANY SIMILAR DESIGNATION.
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.
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.
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.
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.
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.
4.1. 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.
4.2. 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.
4.3. 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.
4.4. 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.
4.5. 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).
4.6. 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.
4.7. 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.
5.1. 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.
5.2. 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.
5.3. 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.
5.4. 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.