Additional Terms - Salesforce.com (SFDC) Terms | Pendula Additional Terms - Salesforce.com (SFDC) Terms | Pendula

Additional Terms – Salesforce.com (SFDC) Terms

1.          Introduction

1.1        These additional terms (SFDC Terms) are incorporated into your Agreement with us in accordance with clause 2 of the Agreement terms and conditions. Terms not defined in these SFDC Terms take their meaning from the Agreement terms and conditions.

1.2        These SFDC Terms apply to the following Products provided to you under this Agreement:

(a)        the Pendula Force.com Embedded Plus Apps Admin Subscription (Pendula Communicator License); and

(b)        the Pendula Force.com Embedded Subscription (Pendula Operator Licence),

(each a Subscription)

2.          Your relationship with SFDC

2.1        You acknowledge and agree that:

(a)        each Subscription includes an embedded SFDC licence from SFDC governed by the licence terms set out in the SFDC Service Agreement (SFDC Licence);

(b)        in order to purchase a Subscription from us, you must also enter into the SFDC Service Agreement with SFDC in respect of the embedded SFDC licence; and

(c)        you must comply with the terms of your SFDC Service Agreement with SFDC.

3.          Term and Termination

3.1        Notwithstanding the Agreement terms and conditions, the Renewal Period for each Subscription is 1 year.

3.2        If you request further Subscriptions during the term of this Agreement, the term of the further Subscriptions will be co-terminus with the term of your pre-existing Subscriptions.

3.3        Upon termination of a Subscription, you must pay us all outstanding Fees in the Initial Term or then current Renewal Period for that Subscription;

3.4        Your access to a Shared Org may be suspended or terminated if you breach your SFDC Service Agreement with SFDC or your separate agreement with SFDC for the SFDC Services. Subject to clause 9.4 of the Agreement terms and conditions, if we exercise our right under this clause 3.4, neither we nor SFDC will be liable to you for any refund of Fees paid for any Subscriptions, or any loss or damage you suffer or incur.

4.          This Agreement

4.1        We enter into this Agreement with you for our benefit, and for the benefit of SFDC, so that we in our capacity as trustee will have the right to enforce the rights under this Agreement directly against you for the benefit of SFDC.

4.2        In the event that we cease to provide the Subscription(s) to you or cease to carry on our business, SFDC is not obliged to provide you with the Subscription(s), refund any Fees you have paid to us, or assume any relationship with you.

5.          Trial Accounts

5.1        We may provide a Trial Subscription to a prospective customer at no charge, for use by up to 5 users (Trial Account). If you have signed up for a Trial Account, the following terms apply to you (in addition to the other terms in this Agreement):

(a)        you are only entitled to one Trial Account;

(b)        your Trial Account will be deactivated 30 days after activation;

(c)        we may disclose the information you provide to us for the purposes of obtaining a Trial Account to SFDC and SFDC will handle this information in accordance with its privacy policy, available at http://www.salesforce.com;

(d)        all data you provide through a Trial Account will be treated by us and SFDC as Customer Data and you will be able to access and download your Customer Data while your Trial Account is activated.

6.          Subscription Terms

6.1        SFDC may audit your use of the Subscriptions through the SFDC Service and/or the OEM Services and provide the results of such audit to us.

6.2        Should any audit reveal any unauthorised use of the Subscriptions, you must pay to us, within thirty (30) days of us notifying you of the audit results, the difference between the price we charged you for the applicable licences and our then-current list price for the full-use version of the licence for all of the Subscriptions in the same Org showing unauthorised use (taken as a group), beginning with the date of the first violation to the end of the then current Subscription term (the Prohibited Use Penalty). Upon payment of the Prohibited Use Penalty, all Subscriptions showing unauthorized use will be converted into full-use Subscriptions at our then current list pricing for such full-use Subscriptions for the remainder of the then current Subscription term or subsequent terms during the term of this Agreement.

6.3        You may only use Admin Subscriptions to configure and administer OEM Services in support of your use of a corresponding Subscription. An Admin Subscription may not be used to access, distribute, or use any CRM functionality. CRM functionality is defined as access to CRM standard objects through standard tabs, related lists in custom tabs, through the SFDC web services API, or through reports and dashboards. CRM standard objects include campaigns, leads, opportunities, cases, solutions and forecasts.

6.4        You acknowledge and agree that we may access your account and Customer Data in order to administer or configure your Subscriptions.

7.          Pendula Communicator Licence Terms

7.1        The terms in this clause 7 apply in respect of Pendula Communicator Licences provided to you under this Agreement.

7.2        You must have an Admin Subscription for each Org and one Admin User for every 50 Subscriptions. If more than one (1) Admin Subscription is required, additional Admin Subscriptions are available for purchase.

7.3        Users of the Pendula Communicator Licence may install and use up to five (5) additional applications, provided that they are related to and/or within the following AppExchange categories:

(a)        Document Generation; and

(b)        SMS/Collaboration tools industry.

8.          Pendula Operator Licence Terms

8.1        The terms in this clause 8 apply to Pendula Operator Licences provided to you under this Agreement.

8.2        You must have at least one (1) Admin Subscription for each Org. If more than one (1) Admin Subscription is required, additional Admin Subscriptions are available for purchase.

8.3        Users of the Pendula Operator Licence are contractually restricted to users who:

(a)        are categorised as/or related to an “Operator” role; and

(b)        have read-only access to the application with the exception of full access for up to three (3) custom objects only.

9.          Definitions

In these SFDC Terms:

9.1      Admin Subscription means a subscription that may be used to configure and administer the OEM Service in support of your use of a Subscription.

9.2        Customer Data means all electronic data or information you submit to SFDC’s systems, which you can access while resident on SFDC’s systems.

9.3        SFDC means salesforce.com, inc., a Delaware corporation having its principal place of business at The Landmark @ One Market, Suite 300, San Francisco California 94105.

9.4        SFDC Service means the online services provided by SFDC via http://www.salesforce.com and / or other designated websites, but excluding our Products, applications listed on the “AppExchange”, being the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites, and other third party applications and services.

9.5        SFDC Service Agreement means the agreement you must enter into in accordance with clause 2.1(b), available here.

9.6        Shared Org means an active SFDC Org to which a Subscription is provisioned for use.

9.7        Org or Organisation means a separate set of your Customer Data and SFDC product customisation held by SFDC in a logically separated database (that is, a database segregated through password controlled access).

9.8        OEM Services means the embedded SFDC licence and online services incorporated into each Subscription.

9.9        Subscription has the meaning given to that term in clause 1.2.

9.10     Trial Account has the meaning given to that term in clause 5.1.