SALESFORCE.ORG | Salesforce.com Foundation

Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR 30-DAY FREE TRIAL OF THE SERVICES.

IF YOU ACQUIRE OUR LIMITED FREE SERVICE OR PURCHASE OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN YOUR USE OF THOSE LIMITED FREE SERVICE AND/OR YOUR PURCHASE AND USE OF THOSE PURCHASED SERVICES.

You may not access the Services unless You meet the charitable or educational criteria below. YOU MUST PROVIDE WITHIN 30 DAYS THE DOCUMENTS REQUIRED UNDER “ADDITIONAL DOCUMENTS REQUIRED” BELOW, OR THIS AGREEMENT MAY BE CANCELLED.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, UNIVERSITY OR OTHER LEGAL ENTITY, YOUYOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. REPRESENT THAT

In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

We are an authorized reseller of salesforce.com, inc. (“SFDC”).

This Agreement was last updated on January 31, 2009. It is effective between You and Us as of the date of You accept this Agreement.

1. 30-DAY FREE TRIAL

We will make the Nonprofit Edition Service available to You for ten Users free of charge until the earlier of (a) the thirtieth day after YourPurchased Services ordered by You. acceptance of this Agreement or (b) the start date of any Limited Free Service or

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR 30-DAY FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU CONVERT TO THE LIMITED FREE SERVICE OR PURCHASE A SUBSCRIPTION TO OUR NONPROFIT EDITION SERVICE, OR EXPORT SUCH DATA, BEFORE THE END OF THE 30-DAY TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE 30-DAY FREE TRIAL TO THE GROUP EDITION SERVICE; THEREFORE, IF YOU PURCHASE THE GROUP EDITION SERVICE, YOU MUST EXPORT SUCH DATA BEFORE THE END OF THE 30-DAY TRIAL PERIOD OR SUCH DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING SECTION 10 (WARRANTIES AND DISCLAIMERS), DURING THE 30-DAY FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Please review the User Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

2. ONGOING SERVICES

2.1. Limited Free Service. We will, and will cause SFDC to, provide the Limited Free Service to You for an initial term of 12 months, or such other period as stated in the relevant Order Form, provided that throughout such term We determine in Our sole discretion that You continue to satisfy the eligibility criteria set forth in Section 4 (Eligibility Criteria). Following the initial term, the Limited Free Service will be eligible for renewal on a yearly basis under the same terms and conditions, so long as the program continues to exist and You continue to satisfy the eligibility criteria in Section 4. Notwithstanding the foregoing or anything to the contrary herein, We offer the Limited Free Service at Our sole discretion and may terminate such service at any time, with or without cause, immediately upon written notice, whether or not You satisfy the eligibility criteria.

2.2. Provision of Purchased Services. If You purchase Services, We will, and will cause SFDC to, make the Purchased ServicesYou pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us or by SFDC regarding future functionality or features. available to

2.3. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) the Limited Free Service and Purchased Services are provided as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional UserUser subscriptions are added (such additional User subscriptions shall be priced the same as the pre-existing subscriptions unless the pre-existing subscriptions are the Limited Free Service), and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one UserUsers replacing former Users who no longer require ongoing use of the Services. subscriptions may be added during the subscription term, prorated for the remainder of the subscription term in effect at the time the additional but may be reassigned to new

3. Additional Documents Required

Within 30 days of Your acceptance of this Agreement, You must provide to Us a copy of each of the following documents, or We may cancel this Agreement:

a. A letter from the applicable governmental authority in Your country confirming Your current status as a charitable, non-profit, non-governmental organization (for example, in the United States, a letter from the Internal Revenue Service confirming Your current status as a 501(c)(3) organization). If You are a charitable, non-profit, non-governmental organization but do not have such a letter, YouUs to inquire whether We will accept alternative documentation. We reserve the right to accept or reject any such documentation in Our sole discretion. If You have applied for charitable, non-profit status with the applicable governmental authority in Your country and that application is pending, You are not eligible to enter into this Agreement unless and until that application is granted. may contact

b. Your mission statement, if You did not already enter it into Our website.

The above documenats must be sent to crmdonation@salesforce.com or faxed to 415-592-3468, with the username of the trial You are requesting. You may find more contact information on our website at http://www.salesforcefoundation.org/products/faq.

4. Eligibility Criteria

To be eligible to enter into this Agreement, You must qualify under both of parts a and b below. You should contact Us and should notServices if You have any questions as to Your eligibility. All of Our decisions as to eligibility are final. submit data to the

a. You must fall into one of the categories below:

(i) You are an organization that has received a determination letter from the U.S. Internal Revenue Service verifying that it qualifies for 501(c)(3) status;

(ii) You are a charitable organization located outside the United States that has received a determination in Your home jurisdiction substantially equivalent to that described in subpart (i) above;

(iii) You are a for-profit corporation that meets comprehensive and transparent social and/or environmental standards, such as, for example, a “B Corporation” or a microfinance institution. We shall set and update such standards from time to time in Our sole discretion;

(iv) You are an accredited non-profit or public college or university; or

(v) You are a division or business unit of a for-profit corporation, which division or business unit would qualify under subpart (iii) above or the primary mission of which is charitable or philanthropic.

b. You must meet all of the following requirements:

(i) Your primary purpose is charitable or educational, or You are organized for a business purpose but also engage in substantial activities that provide a social benefit;

(ii) Your primary purpose is non-political (no more than 20% of Your total annual expenditures may be spent on lobbying or other political activities, and the Limited Free Service may not be used to support any such activities);

(iii) You are not primarily a trade or sector association (trade or sector associations serving exclusively charitable, nonprofit organizations may be eligible);

(iv) You do not invidiously discriminate on the basis of race, ethnic or national origin, religious affiliation, gender, sexual orientation, age, disability, physical appearance, language, educational background or veteran status;

(v) Your primary purpose is not the promotion of an athletic team, event, tournament or competition, except as a fundraising activity for charitable purposes;

(vi) Your primary purpose is not the promotion of conferences or seminars, unless such conferences or seminars promote nonprofit efficacy and/or charitable activities; and

(vii) You are not an individual.

5. USE OF THE SERVICES

5.1. Our Responsibilities. We shall, and shall cause SFDC to: (i) provide to You basic support for the Limited Free Services and/or Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Limited Free Services and/or Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We or SFDC shall give at least 8 hours notice via the Purchased Services and which We or SFDC shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our or SFDC’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Limited Free Services and/or Purchased Services only in accordance with applicable laws and government regulations.

5.2. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations and (v) provide audited financial statements of Your organization to Us on request. You shall not (a) make the Services available to any third party other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

5.3. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the User Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.

5.4. Your Account Management Responsibilities. You shall designate a contact within Your organization who shall be responsible for Your Service account at all times and shall actively manage Your User subscriptions. If such person leaves YourService contact, You must promptly designate another person within Your organization to serve as such contact and promptly notify Us of such change. You shall frequently monitor the email address provided to Us for Your Service organization or ceases to serve as the account.

6. THIRD-PARTY PROVIDERS

6.1. Acquisition of Third-Party Products and Services. We may offer Third-Party Applications for sale under Order Forms. Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between YouWe do not warrant or support third-party products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. No purchase of third-party products or services is required to use the Services. and the applicable third-party provider.

6.2. Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with Services, YouWe or SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. Neither We nor SFDC shall be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services. acknowledge that

6.3. Google Services. Service features that interoperate with Google services depend on the continuing availability of the Google API and program for use with the Services. If Google Inc. ceases to make the Google API or program available on reasonable terms for the Services, We and SFDC may cease providing such Service features without entitling You to any refund, credit, or other compensation.

7. FEES AND PAYMENT FOR PURCHASED SERVICES (NOT APPLICABLE TO LIMITED FREE SERVICE)

7.1. User Fees. You shall pay all fees for Purchased Services specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

7.2. Invoicing and Payment. For Purchased Services, You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize UsServices listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 13.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services. to charge such credit for all

7.3. Overdue Charges. If any charges are not received from You by the due date (except charges then under reasonable and good faith dispute), then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 7.2 (Invoicing and Payment).

7.4. Charges 30 or More Days Overdue. If any charge owing by You under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

7.5. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

7.6. Limited Free Service. The terms of this Section do not apply to the Limited Free Service.

8. PROPRIETARY RIGHTS

8.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

8.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the ServicesServices. in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the

8.3. Ownership of Your Data. As among Us, SFDC and You, You exclusively own all rights, title and interest in and to all of Your Data.

8.4. Suggestions. We and SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

8.5. Federal Government End Use Provisions. We and SFDC provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

9. CONFIDENTIALITY AND PUBLICITY

9.1. Confidentiality.

a. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by either party hereto ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

b. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

c. Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 9.5 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to prevent or address service or technical problems, or at Your request in connection with You support matters.

d. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

9.2. Publicity. During any period in which You are receiving only the Limited Free Service, We may include Your name and logo in Our promotional materials and on Our website, and You and We shall work together expeditiously and in good faith to jointly agree upon press releases, customer testimonials and the inclusion of Our name and logo in Your promotional materials and on Your website.

10. WARRANTIES AND DISCLAIMERS

10.1. Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the User Guide, and (ii) subject to Section 6.3 (Google Services), the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.

10.2. Your Warranty. You represent that You satisfy, and warrant and covenant that You will continue to satisfy, the eligibility criteria set forth in Section 4 (Eligibility Criteria) throughout the term of any Limited Free Service. You shall promptly notify Us if at any time You fail or expect to fail to satisfy any such criteria.

10.3. Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

10.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SFDC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Mutual Indemnification

11.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

11.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

11.3. Exclusive Remedy. This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

12. Limitation of Liability.

12.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. IN NO EVENT SHALL SFDC HAVE ANY LIABLITY WHATSOEVER UNDER THIS AGREEMENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT FOR PURCHASED SERVICES).

12.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY, OR SHALL SFDC HAVE ANY LIABILITY, FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Term and Termination.

13.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a 30-day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30-day free trial period.

13.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Limited Free Service subscriptions may be eligible for renewal per the Section 2.1 (Limited Free Service) above. Except as otherwise specified in the applicable Order Form, all paid User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless (a) either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term, or (b) Our right to resell the Services has been terminated or expired, in which case any existing subscriptions will continue in effect until the end of their then-existing term and SFDC may contact You to discuss renewal directly with SFDC. The per-unit pricing during any such renewal term of a paid subscription under this Agreement shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

13.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

13.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

13.5. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Limited Free Services and/or Purchased Services subscription, We will make available, or cause SFDC to make available, to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, neither We nor SFDC shall have any obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in SFDC’s and Our systems or otherwise in SFDC’s or Our possession or control.

13.6. Surviving Provisions. Section 7 (Fees and Payment for Purchased Services), 8 (Proprietary Rights), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Mutual Indemnification), 12 (Limitation of Liability), 13.4 (Refund or Payment upon Termination), 13.5 (Return of Your Data), 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 15 (General Provisions) shall survive any termination or expiration of this Agreement.

14. General Provisions.

14.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

14.2. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of breach, termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You. Notices to salesforce.org shall be addressed to the attention of its Executive Director, salesforce.org, The Landmark @ One Market, Suite 300, San Francisco, California 90415, fax +1-415-592-3468.

14.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.4. No Third-Party Beneficiaries. SFDC shall be a third-party beneficiary of Our rights and Your obligations hereunder pertaining to intellectual property and confidentiality, and under Section 5.2 (Customer Responsibilities). Subject to the foregoing, there are no third-party beneficiaries to this Agreement.

14.5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

14.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

14.7. Governing Law. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the Uniform Computer Information Transactions Act or United Nations Convention on the International Sale of Goods.

14.8. Venue; Waiver of Jury Trial. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

14.9. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 7.2 (Invoicing and Payment)

14.10. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, 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 either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

15. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"AppExchange" means the SFDC-hosted online directory of applications that interoperate with the Services, located at http://www.salesforce.com/appexchange or at any successor websites.

"Limited Free Service" means up to 10 (or more, in Our sole discretion) User subscriptions for the Services offered in Our sole discretion to eligible nonprofit, charitable or educational organizations at no charge.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are signed or electronically accepted by You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.

“Purchased Services” means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a 30-day free trial or offered under the Limited Free Service.

"Services" means the online, Web-based applications and platform provided by Us via http://www.salesforce.com and/or other designated websites as described in the User Guide, that are ordered by You as part of a 30-day free trial or under an Order Form, including associated offline components but excluding Third Party Applications.

“SFDC” means salesforce.com, inc.

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties other than SFDC, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange.

"User Guide" means the online user guide for the Services, accessible via http://www.salesforce.com, as updated from time to time. YouYou have had the opportunity to review the User Guide during the 30-day free trial described in Section 1 (30-Day Free Trial) above. acknowledge that

"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by SFDC or Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

“We,” “Us” or “Our” means salesforce.org, a California nonprofit public benefit corporation with its principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

"Your Data" means all electronic data or information submitted by You to the Purchased Services.