These Supplemental Terms for Agencies (“Agency Supplemental Terms”) supplement the Terms of Service or Master Subscription Agreement (“MSA”) between the parties for Salesforce Marketing Cloud - Services and (“Marketing Cloud Services”). Capitalized terms in these Agency Supplemental Terms shall have the same meaning as in the MSA. Reference to “Agreement” shall mean the MSA and these Supplemental Terms. In the event the Customer’s MSA references “Social Media Content” or “Indexed Content”, such term shall mean “Content”, as referenced herein. In the event the Customer’s MSA references “Customer Content”, such term shall mean “Customer Data”, as referenced herein. To the extent there are any inconsistencies between the terms of the MSA and these Agency Supplemental Terms, these Agency Supplemental Terms shall prevail to the extent of such inconsistency.
1. Agency Usage Rights. Notwithstanding anything to the contrary in the MSA, Customer may, in addition to its rights under the MSA, use the Marketing Cloud Services on behalf of, and for the exclusive benefit of, its third party clients, (“Clients”), for such Clients’ internal business purposes only, provided that Customer complies with this Agreement, including payment obligations, and the following additional terms:
(a) Reports: Customer may use the Marketing Cloud Services on behalf of a Client to generate reports that may include Content, and/or charts, graphs and other information derived from Content, (collectively “Reports”). Customer may provide such Reports to its Client, on whose behalf the Customer is using the R Marketing Cloud Services, for the Client’s internal use only. In no event shall any Report be redistributed by Customer beyond its designated Client and Clients may not redistribute Reports once received.
(b) Client Access: Customer may not issue User Accounts to its Clients for any subscription to the Marketing Cloud Services which subscription is used for the benefit of more than 1 Client. If Customer has purchased a subscription for the exclusive benefit of a single designated Client, Customer may issue User Accounts to such Client, or request SFDC to issue User Accounts on Customer’s behalf, provided that Customer maintains administrative control over the subscription to the Marketing Cloud Services, including, without limitation, retains the Super User account for Radian6 and Social Studio Services. Customer is responsible for all use of the Marketing Cloud Services, Reports and any access to the Marketing Cloud Services and Content by its Clients and Users in accordance with this Agreement.Customer shall strictly monitor all Users' use of the Marketing Cloud Services and enforce all restrictions regarding submission of Customer Data to the Marketing Cloud Services and restrictions regarding access to the Marketing Cloud Services and Content. SFDC shall have the right, in its sole discretion, to audit Customer’s use and immediately terminate a User’s access or terminate this Agreement if Customer fails to abide by this restriction.
2. Client Agreement. Prior to providing any Reports or User Accounts to a Client, Customer must enter into an agreement with each Client which is consistent with the applicable terms of this Agreement. Customer shall not make any representations, warranties or guarantees to Clients concerning SFDC or the Marketing Cloud Services.
3. Training and Support. Customer is responsible for providing all training and support to its Clients in connection with Customer’s activities under this Agreement.
4. Customer Responsible for Invoicing Clients. The payment terms set forth in the Agreement shall apply regardless of Customer’s payment arrangements with any Client. Customer is solely responsible for collecting all fees due from Clients for the Radian6/Social Studio Services, and shall invoice Clients directly for such fees. Customer bears full risk of Clients’ nonpayment and shall not be relieved of its obligation to pay fees owed to SFDC in the event of any such non-payment.
5. Salesforce Integration
(a) Agency Customers shall not use any integration feature within the Radian6/Social Studio Services that enables the export of Content to other SFDC services for more than one Client per Tenant (meaning a unique instance of the Radian6/Social Studio Services). If Customer is using the Radian6/Social Studio Services for the benefit of multiple Clients then Customer shall not use the any such integration feature. Customer acknowledges and agrees that this restriction is contractual in nature (i.e. the functionality itself has not been disabled as a technical matter in the services) and Customer therefore agrees to strictly monitor its Users’ use of such subscriptions and enforce the applicable restrictions.
(b) If Customer has purchased Radian6/Social Studio Services and is using an integration for the benefit of a Client whereby the Client has a subscription to the other SFDC services, the subscription term for the other SFDC Services must coincide with the Customer’s subscription to Radian6/Social Studio Services. Customer shall be responsible to have all necessary permissions to access the other SFDC services on behalf of its Clients and shall have a written agreement in place with each Client that: (i) requires the Client to use the Content for Client’s internal business purposes only and in accordance with the terms of this Agreement; and (ii) expressly restricts the Client from exporting Content from the other SFDC services.
6. Subscriptions with fixed number of Topic Profiles: For any Radian6/Social Studio Services purchased under subscriptions whereby the number of Topic Profiles in such packages are limited to a fixed amount, being less than 100 Topic Profiles, and there is no express right in the applicable product specific terms to obtain more Topic Profiles at no additional charge (an “Edition”), then for such subscriptions, the following additional terms shall apply:
(a) Notwithstanding the general restriction that limits each edition or package to one (1) Tenant, multiple Agency Editions, (being Editions that permit agency usage), may be used on the same Tenant, provided that the Customer shall not issue User Accounts to its Clients, or the employees or contractors of such Clients.
(b) One Client per Topic Profile: Where the Customer has purchased an Agency Edition, Customer may purchase Add-On Topic Profiles for such but Customer must not use any Topic Profile for more than one (1) Client. Customer shall maintain adequate books and records tracking the Clients on whose behalf a Tropic Profile is being used.
(c) Trial Editions. Customer may, from time to time, obtain access to a trial Topic Profile for business development purposes at no charge for a term of seven (7) calendar days (“Trial Period”), so long as such Edition is not used on a paid engagement with a Client during the Trial Period. Access to a trial Topic Profile is granted at SFDC’s sole discretion, and SFDC may refuse to grant access at any time or to limit the number of trial Topic Profiles being run at any one time by Customer. Certain functionality of the Radian6 Services may be limited or restricted during the Trial Period until the Customer purchases an Edition for use on behalf of such Client whereupon such trial Topic Profile shall become the Topic Profile included with the paid Edition. Where the Customer has not purchased an Edition upon expiration of the Trial Period, Customer will lose access to the trial Topic Profile.
Last Updated: January 30, 2015
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