Terms and Conditions for Professional Services

These Terms and Conditions govern the provision of the Professional Services. The Professional Services are purchased separately from any other Services provided by Salesforce.com, inc. (“SFDC”) or its affiliates. Travel and related expenses are not included and will be invoiced separately. Unused Professional Service hours and fees do not rollover to subsequent Subscription Terms.

 

In the event that SFDC uses any subcontractors in the performance of its obligations hereunder, SFDC will remain responsible for such subcontractors’ performance. SFDC warrants that the Professional Services will be performed by SFDC personnel (including any contractors) in a professional and workmanlike manner. This warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Customer must report any deficiencies in the Professional Services within 90 days of performance in order to receive warranty remedies. Customer’s sole remedy for breach of the foregoing warranty shall be the prompt re-performance of the deficient Professional Services as described and warranted. Should SFDC be unable to so re-perform, it will refund Customer all prepaid fees for the deficient Professional Services.

Anything provided to Customer by SFDC (“Deliverables”) shall be owned solely by SFDC; provided, however, that any creative content (for example, creative copy for email and landing pages, custom queries, links, images, graphs and photos) created exclusively for Customer by SFDC in connection with the performance of the Professional Services (the “Work Product”), shall be the sole and exclusive property of Customer. For all Deliverables that are not Work Product, upon Customer’s payment of fees due, SFDC grants Customer a worldwide, non-exclusive, perpetual, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) the Deliverables, solely for its internal business purposes, associated with its use of the Services. Deliverables not rejected within five business days of delivery shall be deemed accepted by Customer. Each party shall hold the other’s Confidential Information in confidence and not use or disclose such Confidential Information other than in connection with performance of obligations hereunder. “Confidential Information” shall mean all confidential or proprietary information disclosed orally or in writing by one party to the other that is identified as confidential at the time of disclosure or whose confidential nature is reasonably apparent. Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no fault of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure or any breach of confidence; or (d) is independently developed by or for the receiving party.

SFDC will defend Customer against any claim, demand, suit or proceeding (“Claim”) made or brought against Customer by a third party alleging that the Deliverables, including any Work Product, in the form delivered by SFDC, infringes or misappropriates such third party's intellectual property rights, except to the extent that such Claim arises from material or specifications provided by Customer to SFDC, and will indemnify Customer for any damages, attorneys fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, any such Claim. This Indemnification clause shall constitute Customer’s exclusive remedy against SFDC for any type of Claim described herein. In no event shall either party be liable to the other for any indirect, incidental, special, consequential, reliance, cover or lost profits damages, whether in contract or tort, even if the other party has been advised of the possibility of such damages. Neither party’s aggregate liability for damages hereunder shall exceed the total amount of fees paid and/or due from Customer for the Professional Services purchased under the Order Form for the Professional Services giving rise to the liability.