AppExchange Terms of Use

Introduction

These terms of use ("Terms") govern your use of this website and the AppExchange, an online directory of on-demand applications, together with its associated community of customers, developers, partners and users.  As used in these Terms, the term "AppExchange" will also refer to its underlying technology platform.  Among other things, the AppExchange allows you to post, test drive, review and install on-demand applications that integrate with its platform.

These Terms are not intended to answer every question or address every issue raised by the use of the AppExchange, and salesforce.com reserves the right to modify them at any time, effective upon the posting of modified Terms.  We believe the AppExchange will evolve over time in ways we cannot predict.  For example, while access to the AppExchange is currently free of charge, as are many of the applications listed, charges may be imposed in the future.  You are encouraged to review these Terms from time to time to keep apprised of any changes, and you agree to abide by these Terms as they may be modified.  Any violation of these Terms may result in the suspension or termination of your ability to use the AppExchange or otherwise participate in the AppExchange community.

Some of these terms govern the behavior of users of applications posted on the AppExchange, some govern the behavior of creators of AppExchange applications, some govern the behavior of reviewers of AppExchange applications, and some are applicable to all.  We urge you to read these Terms in their entirety to gain a more complete understanding of the details of the use policies, limitations and risks.

Posting of Applications

You are encouraged to submit on-demand applications to salesforce.com for review and possible posting on the AppExchange.  Details regarding how to submit applications for review can be found in the FAQ.  Salesforce.com reserves the right, in its sole discretion and for any reason at any time, to refuse to post, or to suspend or remove, any application on the AppExchange.

As used in this section entitled "Posting of Applications," "you" or "your" shall include the company or other entity with which you are employed or otherwise affiliated, to the extent such entity owns or otherwise has rights in the application you are submitting for posting.  You represent that you are authorized by your company to submit your application for posting.

Applications may be offered for free or for a fee, and pursuant to the default AppExchange free license set forth below in Appendix A or your own license.  If you wish to offer your application pursuant to your own license, you must submit it to salesforce.com for review along with the application.  If you do not submit a proposed license, your application will be offered pursuant to the default AppExchange free license, whether your application is being offered for free or for a fee.

Salesforce.com encourages you to build your AppExchange application's user interface in accordance with then current style sheets published and maintained by salesforce.com. To the extent your application's user interface has a look and feel that conforms to these style sheets, salesforce.com hereby grants you a worldwide, royalty-free, non-exclusive license under salesforce.com's trademarks, service marks and copyrights solely to the extent necessary to permit you to operate and distribute your application on the AppExchange and to permit you and users of your application to use your application through the AppExchange, for so long as you have an approved application available through the AppExchange. The foregoing license does not grant any rights to standalone applications not being used through the AppExchange.

In consideration for salesforce.com permitting you to post your application on the AppExchange (whether the application is offered for free or for a fee), you agree to the following:

1. You represent and warrant that you own or otherwise possess all intellectual property and other rights necessary to allow you to post your application on, and distribute it through, the AppExchange and to permit others to install and use your application.

2. You waive any intellectual property or other claims you may have now or in the future against salesforce.com relating to the operation of the AppExchange (excluding claims relating to the content of individual applications), the offering by salesforce.com of other parties' applications on the AppExchange, and the hosting by salesforce.com of user reviews.

3. To the extent you possess now or in the future any copyright, patent or other intellectual property rights that may be infringed by the operation of the AppExchange itself (excluding the content of individual applications), you hereby grant to salesforce.com a nonexclusive, worldwide, irrevocable, perpetual, transferable (only to a successor of salesforce.com by way of merger, acquisition or corporate reorganization), fully paid-up, royalty-free license to all such rights with respect to the operation of the AppExchange as it may be modified from time to time.

4. You acknowledge that salesforce.com and/or other parties may develop and post applications on the AppExchange that are similar to or otherwise compete with your application, and you agree not to make any copyright infringement claims against salesforce.com related to its development and offering of such applications on the AppExchange, so long as they are developed independently of your application.  In addition, you and salesforce.com are free to use for any purpose residuals (meaning information retained in human memory without intentional memorization) resulting from access to each other's applications through the AppExchange (excluding any access requiring a monetary payment).

5. You acknowledge that the "Test Drive" (or similarly functional) feature of the AppExchange is designed to expose some or all of the functionality of your application to users at no charge and that as a result it may be possible for such users to then develop an application on their own that replicates most or all of your application's functionality.

6. To the extent your application transmits user data outside the salesforce.com system, you represent and warrant that you have notified all users of your application, or will notify them prior to their use of your application, that their data will be transmitted outside the salesforce.com system and to that extent salesforce.com is not responsible for the privacy, security or integrity of that data.  You further represent and warrant that to the extent your application stores, processes or transmits User Data, neither you nor your application will, without appropriate prior user consent or except to the extent required by applicable law, (A) modify the content of User Data in a manner that adversely affects the integrity of that data; (B) disclose User Data to any third party; or (C) use User Data for any purpose other than providing application functionality to users of your application.  You shall also maintain and handle all user data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations.

Installation and Use of Applications

The AppExchange allows you to test drive and install applications as desired.  Your use of such applications will be governed by license terms you must click-accept during the installation process.  Please read the license terms carefully before accepting.  Questions about the license terms of a provider other than salesforce.com should be addressed to the provider directly.

** Please note that use of third-party applications may involve the exchange of data between salesforce.com's systems and those of third parties and may result in the modification or deletion of your data by such third parties or their applications.  Salesforce.com is not responsible for your data outside of salesforce.com's systems or for modifications or deletions of your data made by third parties or their applications.  If you have questions or concerns about the processing or handling of your data by third-party application providers, please contact those providers directly.

Reviews

The AppExchange allows you to post reviews of applications you have used.  In order for reviews to be useful to other users, they must be made in good faith after reasonable evaluation of the full application.  Accordingly:

· You may post only one review per application, unless the subsequent review reflects a good faith rating change based on further evaluation.

· If you post a review of your own application, you must disclose your affiliation.

· If you post a review of a competitor's application, you must disclose your affiliation.

Salesforce.com reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review on the AppExchange.

Content unrelated to a review of the relevant application – for example, discussing the employees, business or stock of salesforce.com or other companies, or unrelated products or services – is prohibited.  In addition, reviews may not contain content that:

• is inconsistent with the permissible uses contemplated by these Terms;
• is harmful, threatening, abusive, insulting, harassing, defamatory, libelous, profane, sexually explicit, obscene, or otherwise offensive or objectionable;
• is false, fraudulent or misleading;
• violates applicable law, including any privacy, intellectual property or other rights of a third party, or suggests or encourages unlawful activity;
• constitutes advertising or any other form of commercial solicitation; or
• impersonates any other person or entity, including a salesforce.com employee.

Posting of hypertext links to third-party sites is discouraged, unless relevant to the review (for example, a link to a publication containing a review of the relevant application).

Salesforce.com does not claim ownership of the content of reviews you post on the AppExchange.  However, with respect to all such content, you hereby grant salesforce.com a nonexclusive, worldwide, irrevocable, perpetual, transferable (only to a successor of salesforce.com by way of merger, acquisition or corporate reorganization), fully paid-up, royalty-free to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display such content (in whole or in part) and to incorporate such content into other works in any format or medium now known or later developed and to permit others to do so.

Aliases

You will be allowed to choose an alias (in lieu of your salesforce.com user id) when posting a review, or you may choose to post anonymously.  You may not use an alias (other than anonymous) that is already being used by someone else, impersonates another person, violates the intellectual property or other rights of any person, is deemed vulgar or otherwise offensive or inappropriate by salesforce.com in its sole discretion, or that salesforce.com rejects for any other reason in its sole discretion.

Trademarks

Salesforce.com, the "No Software" logo, AppExchange and other marks of salesforce.com used on the AppExchange site are owned by salesforce.com and may not be used in any manner without salesforce.com's express prior written consent.

Enforcement

Salesforce.com generally does not pre-screen, verify, edit or moderate the content of reviews posted by users in the AppExchange but may do so from time to time in its sole discretion.  Salesforce.com and its agents reserve the right to investigate any violation of these Terms and to take appropriate remedial action.  Salesforce.com has absolute discretion to enforce these Terms, including, but not limited to, warning users of violations, disabling or suspending privileges and/or access, deleting, screening or editing any content, or prohibiting any behavior that does not comply with these Terms, or which is otherwise inappropriate, harmful, objectionable or inaccurate.

Salesforce.com may release information concerning your use of the AppExchange (including posted content, registration information, and network records) when it believes release is appropriate to comply with the law (e.g., pursuant to a subpoena, warrant or court order); to enforce or apply these Terms; to protect salesforce.com's rights or property; to protect against fraudulent, abusive or unlawful use of the AppExchange; or if salesforce.com reasonably believes that a situation involving imminent danger of death or serious bodily injury to any person requires disclosure.

Deliberate attempts by you or someone on your behalf to evade or circumvent the suspension or termination of your rights to use the AppExchange violates these Terms, constitutes an unlawful trespass to salesforce.com's equipment and systems, and may result in legal action.

To report violations of these Terms, please email legal@salesforce.com with appropriate details, including your contact information.

Disclaimer of Warranties; Limitation of Liability

Many of the applications and much of the content posted on the AppExchange are provided by third parties like you.  Such third-party content is the sole responsibility of the originator of that content.  Salesforce.com is not responsible for any third-party content, whether or not it reviewed or moderated such content.  You agree to indemnify and hold salesforce.com and its subsidiaries, affiliates, officers, agents, and employees harmless from any claim, including reasonable attorneys fees, made by any third party arising out of applications or content you submit to or post on the AppExchange, your use of the AppExchange, your violation of these Terms, or your violation of any rights of a third party.

You agree that you bear all risks associated with using or relying upon applications and content on the AppExchange.  Salesforce.com does not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any applications or content on the AppExchange, regardless of who originated that content (including salesforce.com employees, partners, affiliates or moderators), and hereby disclaims all express and implied warranties, including any implied warranties of merchantability or fitness for a particular purpose, relating to such applications or content.  Salesforce.com shall not be liable or responsible in any way for any losses or damage of any kind, including lost profits or other indirect or consequential damages, relating to your use of or reliance upon any applications or content on the AppExchange.

General

These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and salesforce.com.  There are no third-party beneficiaries to these Terms.  You may not assign your rights or obligations under these Terms, whether by operation of law or otherwise, without salesforce.com's prior written consent.  These Terms will be governed exclusively by the internal laws of the State of California.  The courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms.  You and salesforce.com both consent to the exclusive jurisdiction of such courts.  These Terms constitute the entire agreement between you and salesforce.com, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Questions and Comments

If you have questions or comments about these Terms or the AppExchange in general, please refer to the FAQ or contact salesforce.com via the "Contact" link on the home page.

Copyright 2006 salesforce.com, inc.  All rights reserved.  Effective January 2006.

Appendix A

Default AppExchange Free License

THIS APPLICATION IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SUBJECT TO THE FOREGOING, THIS APPLICATION MAY BE FREELY REPRODUCED, DISTRIBUTED, TRANSMITTED, USED, MODIFIED, BUILT UPON, OR OTHERWISE EXPLOITED BY OR ON BEHALF OF SALESFORCE.COM OR ITS AFFILIATES, ANY CUSTOMER OR PARTNER OF SALESFORCE.COM OR ITS AFFILIATES, OR ANY DEVELOPER OF APPLICATIONS THAT INTERFACE WITH THE SALESFORCE.COM APPLICATION, FOR ANY PURPOSE, COMMERCIAL OR NON-COMMERCIAL, RELATED TO USE OF THE SALESFORCE.COM APPLICATION, AND IN ANY WAY, INCLUDING BY METHODS THAT HAVE NOT YET BEEN INVENTED OR CONCEIVED.