Pre-Release Agreement


THIS PRE-RELEASE AGREEMENT (“AGREEMENT”) BETWEEN YOU AND SALESFORCE.COM, INC. (“WE” OR “US”) GOVERNS YOUR USE OF THE PRE-RELEASE SERVICE
BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
This Agreement was last updated on May 30, 2007.  It is effective between You and us as of the date of your accept this Agreement by clicking “I Accept” below. 

1. EVALUATION

We will provide You access to the Pre-Release Service for internal testing purposes only and not for production use.   You agree to test and evaluate the Pre-Release Service and provide feedback to Us regarding the Pre-Release Service.  You acknowledge that the Pre-Release Service may not contain all of the functionality contained in the Service, and that We may discontinue the Pre-Release Service at any time in Our sole discretion.


2. LOSS OF DATA

YOUR DATA ENTERED INTO THE PRE-RELEASE SERVICE WILL BE PERMANENTLY LOST UPON TERMINATION OF THIS AGREEMENT.  YOUR DATA ENTERED INTO THE PRE-RELEASE SERVICE CANNOT BE TRANSFERRED TO THE PRODUCTION SERVICE.  THEREFORE, YOU SHOULD NOT ENTER IMPORTANT DATA INTO THE PRE-RELEASE SERVICE  


3. CO-MARKETING OBLIGATIONS

During the term of this Agreement, You shall serve as a customer reference for Us upon reasonable request at least four times per year.  In addition, upon Our request, no more than once during the term of this Agreement, You will cooperate in Our issuance of a press release announcing the parties’ relationship, the form and content of which will be mutually agreed upon in writing.


4. CONFIDENTIALITY

The Pre-Release Service constitutes Our confidential, proprietary and trade secret information.  You shall not use the Pre-Release Service other than for Your internal testing and to provide feedback regarding the Pre-Release Service to Us.  You shall not, without Our express prior written consent, provide any third party access to the Pre-Release Service, or disclose to any third party any features, functions or aspects of the Pre-Release Service.  Without limiting the foregoing, You shall not make any public statement or discuss with any third party (including without limitation any representative of a broadcast media organization or a print or Web-based publication) any features, functions or aspects of the Pre-Release Service.  Notwithstanding the foregoing, this paragraph imposes no obligation on You with respect to any information that (a) is or becomes generally available to the public through no fault of Yours, (b) is rightfully received by You without limitation as to its use, or (c) is independently developed by You and You can demonstrate such independent development with documentary evidence.


5. YOUR RESPONSIBILITIES

You are responsible for all activities that occur in User accounts and for Users' compliance with this Agreement.  You shall not:  (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Pre-Release Service available to any third party, other than as contemplated by this Agreement; (b) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (c) 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; (d) send or store any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or programs; (e) interfere with or disrupt the integrity or performance of the Pre-Release Service or the data contained therein; (f) attempt to gain unauthorized access to the Pre-Release Service or its related systems or networks; (g) modify, copy or create derivative works based on the Pre-Release Service; (h) frame or mirror any content forming part of the Pre-Release Service, other than on Evaluator's own intranets or otherwise for its own internal business purposes; (i) reverse engineer the Pre-Release Service; (j) access the Pre-Release Service in order to build a competitive product or service, or (k) access the Pre-Release Service in order to copy any ideas, features, functions or graphics of the Pre-Release Service. You shall:  (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of Your Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Pre-Release Service, and notify Us promptly of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal and foreign laws in using the Pre-Release Service.


6. TERM AND TERMINATION

This Agreement shall commence on the date it is electronically accepted by You, and remain in effect until We make generally available a version of the Service incorporating the Pre-Release Service.  Notwithstanding the foregoing, either party may terminate this Agreement without cause upon written notice (email permitted) to the other party.


7. NO WARRANTY

THE PRE-RELEASE SERVICE IS PROVIDED “AS-IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.  WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE PRE-RELEASE SERVICE MAY CONTAIN BUGS OR ERRORS AND IS NOT INTENDED FOR PRODUCTION USE.


8. NO DAMAGES

IN NO EVENT SHALL WE HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, 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 DAMAGES.


9. RELATIONSHIP TO OTHER AGREEMENTS

You may be or become entitled to receive access to one or more generally available versions of the Service under a separate agreement with Us.  In such case, that separate agreement will govern Your access to such generally available versions of the Service, but will not govern Your access to the Pre-Release Service.  This Agreement will govern Your access to the Pre-Release Service but not Your access to any generally available versions of the Service.


10. MISCELLANEOUS.

You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld).  This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.  Each party hereby consents to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California to adjudicate any dispute arising out of or relating to this Agreement.  This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.


11. DEFINITIONS

“Pre-Release Service” means a version of the Service that We have not made generally available to our customers.

"Service" means the generally available version of the online, Web-based application provided by Us via http://www.salesforce.com and/or other designated websites, including associated offline components, but excluding applications made available via Our AppExchange website.

"Users" means individuals who are authorized by You to use the Pre-Release Service and who have been supplied user identifications and passwords by You (or by Us at Evaluator's request). 

"Your Data" means all electronic data or information submitted by You to the Pre-Release Service.