SFDC Service Agreement
means the online directory of on-demand applications that work with the Service,
located at http://www.appexchange.com or at any successor websites.
means Jasmine Software, LLC.
means Jasmine Practice Management.
means the online, Web-based platform service provided by SFDC to Reseller in connection
with Reseller’s provision of the Reseller Application to You.
means the online, Web-based application and platform service generally made available
to the public via http://www.salesforce.com
and/or other designated
websites, including associated offline
components but excluding AppExchange applications.
means Your employees, representatives, consultants, contractors or agents who are authorized to
use the Service subject to the terms of this SFDC Service Agreement as a result of a subscription to the
Reseller Application having been purchased for such User, and have been supplied user identifications
and passwords by You (or by Salesforce.com or Reseller at Your request).
means the customer entity which has contracted to purchase subscriptions to use the
Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other
terms required by Reseller.
means all electronic data or information submitted by You as and to the extent it resides in
1. Use of Service.
(a) Each User subscription to the Reseller Application shall entitle one User to use the
Service via the Reseller Application, subject to the terms of this SFDC Service
Agreement, together with any other terms required by Reseller. User subscriptions
cannot be shared or used by more than one User (but may be reassigned from time to
time to new Users who are replacing former Users who have terminated employment
with You or otherwise changed job status or function and no longer require use of the
Service). For clarity, Your subscription to use the Platform hereunder does not include a
subscription to use the SFDC Service or to use it in connection with applications other
than the Reseller Application. If You wish to use the SFDC Service or any of its
functionalities or services, to use another application other than the Reseller Application,
or to create or use additional custom objects beyond those which appear in the Reseller
Application in the form that it has been provided to You by Your Reseller, visit
www.salesforce.com to contract directly with SFDC for such services. In the event Your
access to the Reseller Application provides You with access to the SFDC Service
generally or access to any SFDC Service functionality within it that is in excess to the
functionality described in the Reseller Application’s user guide, and You have not
separately subscribed under a written contract with SFDC for such access, then You
agree to not access and use such functionality, and You agree that Your use of such
functionality, Your use of applications other than the Reseller Application, or Your
creation or use of additional custom objects in the Reseller Application beyond that
which appears in the Reseller Application in the form that it has been provided to You by
your Reseller, would be a material breach of this Agreement.
(b) Notwithstanding any access You may have to the Platform or the SFDC Service via the
Reseller Application, Reseller is the sole provider of the Reseller Application and You
are entering into a contractual relationship solely with Reseller. In the event that Reseller
ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC
has no obligation to provide the Reseller Application or to refund You any fees paid by
You to Reseller.
(c) You (i) are responsible for all activities occurring under Your User accounts; (ii) are
responsible for the content of all Your Data; (iii) shall use commercially reasonable
efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service,
and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You
become aware of; and (iv) shall comply with all applicable local, state, federal and
foreign laws and regulations in using the Platform and the SFDC Service.
(d) You shall use the Platform and the SFDC Service solely for Your internal business
purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign,
distribute, time share or otherwise commercially exploit or make the Platform or the
SFDC Service available to any third party, other than to Users or as otherwise
contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative
or unsolicited messages in violation of applicable laws; (iii) send or store infringing,
obscene, threatening, libelous, or otherwise unlawful or tortious material, including
material that is harmful to children or violates third party privacy rights; (iv) send or store
viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files,
scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of
the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain
unauthorized access to the Platform or the SFDC Service or its related systems or
(e) You shall not (i) modify, copy or create derivative works based on the Platform or the
SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC
Service, other than on Your own intranets or otherwise for Your own internal business
purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the
Platform or the SFDC Service in order to (A) build a competitive product or service, or
(B) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
2. Third-Party Providers.
Reseller and other third-party
providers, some of which may be listed
on pages within SFDC’s website and including providers of AppExchange applications, offer
products and services related to the Platform, the SFDC Service, and/or the Reseller Application,
including implementation, customization and other consulting services related to customers’ use
of the Platform and/or the SFDC Service, and applications (both offline and online) that
interoperate with the Platform, SFDC Service, and/or the Reseller Application, such as by
exchanging data with the Platform, the SFDC Service, and/or the Reseller Application, or by
offering additional functionality within the user interface of the Platform, the SFDC Service,
and/or the Reseller Application through use of the Platform and/or SFDC Service's application
programming interface. SFDC does not warrant any such third-party providers or any of their
products or services, including but not limited to the Reseller Application or any other product or
service of Reseller, whether or not such products or services are designated by SFDC as
"certified," "validated" or otherwise. Any exchange of data or other interaction between You and
a third-party provider, including but not limited to the Reseller Application, and any purchase by
You of any product or service offered by such third-party provider, including but not limited to
the Reseller Application, is solely between You and such third-party provider. In addition, from
time to time, certain additional functionality (not defined as part of the Platform or SFDC
Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or
OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a
separate purchase by You of such additional functionality. Your use of any such additional
functionality shall be governed by such terms, which shall prevail in the event of any
inconsistency with the terms of this SFDC Service Agreement.
3. Proprietary Rights.
Subject to the limited rights
expressly granted hereunder, SFDC reserves all
rights, title and interest in and to the Platform and the SFDC Service, including all related
intellectual property rights. No rights are granted to You hereunder other than as expressly set
forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC
confidential information, and You will not use it or disclose it to any third party except as
permitted in this SFDC Service Agreement.
4. Compelled Disclosure.
If either You or SFDC is compelled
by law to disclose confidential
information of the other party, it shall provide the other party with prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if
the other party wishes to contest the disclosure.
You agree that SFDC shall have a
royalty-free, worldwide, transferable,
sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or
services any suggestions, enhancement requests, recommendations or other feedback provided by
You or Your Users relating to the operation of the Platform and/or the SFDC Service.
Your use of the Platform and the SFDC Service
may be immediately terminated
and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement
by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC
pursuant to which Reseller is providing the Platform as part of the Reseller Application to You,
and/or (c) a breach by Reseller of its obligations to SFDC with respect to the subscriptions it is
providing to You in connection with this SFDC Service Agreement.
7. Subscriptions Non-Cancelable.
Subscriptions for the
Platform and the SFDC Service are noncancelable
during a subscription term, unless otherwise specified in Your agreement with
8. Data Storage.
The Platform and SFDC Service includes a
certain cumulative amount of storage
per User subscription for no additional charge. Contact Your Reseller for additional information.
Additional storage may be available for purchase from the Reseller.
9. No Warranty.
SALESFORCE.COM MAKES NO WARRANTIES OF ANY
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, SALESFORCE.COM DISCLAIMS 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.
10. No Liability.
IN NO EVENT SHALL SFDC HAVE ANY LIABILITY
TO YOU 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
11. Further Contact.
SFDC may contact You regarding new SFDC
service features and offerings.
12. Google Programs and Services.
Platform or SFDC Service
features that interoperate with
Google programs and services depend on the continuing availability of applicable Google
application programming interfaces (“APIs”) and programs for use with the Platform and the
SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable
terms to SFDC, SFDC may cease providing such features without entitling You or Reseller to any
refund, credit, or other compensation.
13. Third Party Beneficiary.
SFDC shall be a third party
beneficiary to the agreement between You
and Reseller solely as it relates to this SFDC Service Agreement.