THIS AGREEMENT CONTAINS THE TERMS OF PROPERTYBASE AND SALESFORCE.COM AND APPLIES TO ALL PROPERTYBASE ON-DEMAND SERVICES ON SALESFORCE.COM AND/OR FORCE.COM. BY SIGNING THIS AGREEMENT OR BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF ALL PROPERTYBASE’S ON-DEMAND SERVICES, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY “PROPERTYBASE ON-DEMAND SERVICES”). 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 MAY NOT SIGN THIS AGREEMENT OR MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE PROPERTYBASE ON-DEMAND SERVICE.
Welcome
As part of the Propertybase On-Demand Services, Propertybase will provide you with use of it’s On-Demand Services, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Propertybase On-Demand Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Propertybase website incorporated by reference herein, including but not limited to Propertybase privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security; Disclosure
Propertybase reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Propertybase On-Demand Service-related communications from Propertybase from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Propertybase On-Demand Service is a hosted, online application, Propertybase occasionally may need to notify all users of the Propertybase On-Demand Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Propertybase On-Demand Service. If you become a paying customer of the Propertybase On-Demand Service, you agree that Propertybase can disclose the fact that you are a paying customer and the edition of the Propertybase On-Demand Service that you are using.
2. License Grant & Restrictions
Propertybase hereby grants you a non-exclusive, non-transferable, worldwide right to use the Propertybase On-Demand Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Propertybase and its licensors.
You may not access the Propertybase On-Demand Service if you are a direct competitor of Propertybase, except with Propertybase prior written consent. In addition, you may not access the Propertybase On-Demand Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Propertybase On-Demand Service or the Content in any way; (ii) modify or make derivative works based upon the Propertybase On-Demand Service or the Content; (iii) create Internet “links” to the Propertybase On-Demand Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Propertybase On-Demand Service in order to (a) build a competitive product or Propertybase On-Demand Service, (b) build a product using similar ideas, features, functions or graphics of the Propertybase On-Demand Service, or (c) copy any ideas, features, functions or graphics of the Propertybase On-Demand Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Propertybase On-Demand Service.
You may use the Propertybase On-Demand Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Propertybase On-Demand Service or the data contained therein; or (v) attempt to gain unauthorized access to the Propertybase On-Demand Service or its related systems or networks.
Propertybase is built on Salesforce.com’s platform force.com. Each Propertybase license includes a Force.com Platform Embedded Edition License. Customers cannot extend the Force Platform Embedded Edition product using additional custom objects. Their license to the Force Platform Embedded Edition is limited to the objects included in Propertybase. For detailed overview about the features and capabilities of the Propertybase licenses and the underlying Force.com license please visit: http://www.propertybase.com/feature-list.
This does not apply for customers which have purchased force.com or Salesforce.com CRM licenses directly from Salesforce.com. The features and capabilities of these licenses are different from the Force Platform Embedded Edition and are documented on the Salesforce.com website.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Propertybase On-Demand Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Propertybase immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Propertybase immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Propertybase user or provide false identity information to gain access to or use the Propertybase On-Demand Service.
You hereby ensure that all of your outgoing email campaigns are compliant with the CAN-SPAM Act (http://www.ftc.gov/spam) and any additional Anti-Spam laws of my country.
4. Account Information and Data
Propertybase does not own any data, information or material that you submit to the Propertybase On-Demand Service in the course of using the Propertybase On-Demand Service (”Customer Data”). You, not Propertybase, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Propertybase shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Propertybase will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Propertybase reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Propertybase shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Propertybase alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Propertybase Technology, the Content and the Propertybase On-Demand Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Propertybase On-Demand Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Propertybase On-Demand Service, the Propertybase Technology or the Intellectual Property Rights owned by Propertybase. The Propertybase name, the Propertybase logo, and the product names associated with the Propertybase On-Demand Service are trademarks of Propertybase or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Propertybase On-Demand Service, you may enter into correspondence with, purchase goods and/or Propertybase On-Demand Services from, or participate in promotions of advertisers or sponsors showing their goods and/or Propertybase On-Demand Services through the Propertybase On-Demand Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Propertybase and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Propertybase does not endorse any sites on the Internet that are linked through the Propertybase On-Demand Service. Propertybase provides these links to you only as a matter of convenience, and in no event shall Propertybase or its licensors be responsible for any content, products, or other materials on or available from such sites. Propertybase provides the Propertybase On-Demand Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or Propertybase On-Demand Services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or Propertybase On-Demand Services.
7. Orders, Order Start Date, Charges and Payment of Fees
Orders: Upon your signature and submission of the Order Form to Propertybase, the Order Form shall become legally binding unless the Order Form is rejected by Propertybase. Propertybase may reject the Order Form if: (1) the signatory does not have the authority to bind Customer to the Order Form, (2) changes have been made to the Order Form (other than completion of the purchase order information and the signature block), or (3) the requested purchase order information or signature is incomplete or does not match the rest of the Order Form.
Order Start Date: If an Order Form is executed and/or returned to Propertybase by Customer after the Order Start Date, Propertybase may adjust these terms, without increasing the Total Price, based on the date Propertybase activates the products above.
Charges and Payment of Fees: You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses (plus basic fee where applicable) requested times the User license fee currently in effect. Payments may be made annually, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You will provide Propertybase 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 Propertybase, You authorize Propertybase to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12 (Term of Purchased Subscriptions/Termination upon Expiration/Reduction in Number of Licenses).
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 10 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
Added licenses will be subject to the following:
(i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Propertybase reserves the right to modify its fees and charges and to introduce new charges at any time which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User license. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Propertybase will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Propertybase to so notify you shall not affect your responsibility for such additional storage charges. Propertybase reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
9. Subscription Term, Billing and Renewal
The minimum term for each Service Order and renewal thereof is one (1) year.
Propertybase charges and collects in advance for use of the Propertybase On-Demand Service. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term which shall be effective upon renewal and thereafter. Fees for other Propertybase On-Demand Services will be charged on an as-quoted basis. Propertybase’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide Propertybase with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Propertybase reserves the right to terminate your access to the Propertybase On-Demand Service in addition to any other legal remedies.
Existing Service Orders shall automatically renew unless terminated by either party by providing 45 days prior written notice to the other party.
Unless Propertybase in its discretion determines otherwise, all entities will be billed in EUR and be subject to payment terms and pricing schemes at the discretion of Propertybase.
10. Non-Cancelable and non-refundable
Annual subscription fees paid for the Propertybase On-Demand Service are non-cancelable and non-refundable. The number of User subscriptions specified in an accepted Service Order cannot be decreased prior to the end of the term of the Service Order, regardless of any termination, nonpayment, nonuse or other conduct or inaction.
11. Non-Payment and Suspension
In addition to any other rights granted to Propertybase herein, Propertybase reserves the right to suspend or terminate this Agreement and your access to the Propertybase On-Demand Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Propertybase initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Propertybase may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Propertybase reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Propertybase On-Demand Service. You agree and acknowledge that Propertybase has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
12. Term of Purchased Subscriptions/Termination upon Expiration/Reduction in Number of Licenses
User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 90 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.
In the case of free trials, notifications provided through the Propertybase On-Demand Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Propertybase will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Propertybase has no obligation to retain the Customer Data, and may delete such Customer Data, more than 14 days after termination.
13. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Propertybase Technology or Propertybase On-Demand Service will be deemed a material breach of this Agreement. Propertybase, in its sole discretion, may terminate your password, account or use of the Propertybase On-Demand Service if you breach or otherwise fail to comply with this Agreement. In addition, Propertybase may terminate a free account at any time in its sole discretion. You agree and acknowledge that Propertybase has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Propertybase represents and warrants that it will provide the Propertybase On-Demand Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Propertybase On-Demand Service will perform substantially in accordance with the online Propertybase help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Propertybase On-Demand Service and that your billing information is correct.
15. Mutual Indemnification
You shall indemnify and hold Propertybase, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Propertybase (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Propertybase of all liability and such settlement does not affect Propertybase’s business or Propertybase On-Demand Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Propertybase shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Propertybase On-Demand Service directly infringes a copyright, a European or U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Propertybase of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Propertybase; provided that you (a) promptly give written notice of the claim to Propertybase; (b) give Propertybase sole control of the defense and settlement of the claim (provided that Propertybase may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Propertybase all available information and assistance; and (d) have not compromised or settled such claim. Propertybase shall have no indemnification obligation, and you shall indemnify Propertybase pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Propertybase On-Demand Service with any of your products, Propertybase On-Demand Service, hardware or business process(s).
16. Warranties
Each party represents and warrants that it has the legal power to enter into this Agreement. Propertybase and its licensors represent and warrant that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Service shall perform materially in accordance with the User Guide; (iii) the functionality of the Service will not be materially decreased during a subscription term; (iv) the Service will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (v) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein; and (vi) the Service does not infringe any intellectual property rights of any third party.
17. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, Propertybase 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.
18. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS Propertybase ON-DEMAND SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PROPERTYBASE ON-DEMAND SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PROPERTYBASE ON-DEMAND SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
20. Governing Law
This Agreement shall be governed exclusively by the internal laws of Germany, without regard to its conflicts of laws rules.
21. 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 signed by the party against whom the modification, amendment or waiver is to be asserted. 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 a Customer purchase order or in any other Customer 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.
22. Modification to Terms
Propertybase reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Propertybase On-Demand Service at any time, effective upon posting of an updated version of this Agreement on the Propertybase On-Demand Service. You are responsible for regularly reviewing this Agreement. Continued use of the Propertybase On-Demand Service after any such changes shall constitute your consent to such changes.
23. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Propertybase but may be assigned without your consent by Propertybase to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Propertybase directly or indirectly owning or controlling 50% or more of you shall entitle Propertybase to terminate this Agreement for cause immediately upon written notice.
25. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the Propertybase website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Propertybase from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and Propertybase On-Demand Services contained or made available to you in the course of using the Propertybase On-Demand Service; “Customer Data” means any data, information or material provided or submitted by you to the Propertybase On-Demand Service in the course of using the Propertybase On-Demand Service; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Propertybase On-Demand Service; “Initial Term” means the initial period during which you are obligated to pay for the Propertybase On-Demand Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Propertybase On-Demand Service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online or by executing written Order Forms and to create User accounts and otherwise administer your use of the Propertybase On-Demand Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Propertybase On-Demand Service pursuant to the Order Form(s); “Order Form(s)” means the form evidencing the initial subscription for the Propertybase On-Demand Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other Propertybase On-Demand Services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); “Online Order Center” means Propertybase’s online application that allows the License Administrator designated by you to, among other things, add additional Users to the Propertybase On-Demand Service; “Propertybase” means collectively Propertybase GmbH, a German based incorporation, having its principal place of business at Landwehrstrasse 60-62, 80366 Munich, Germany; “Propertybase Technology” means all of Propertybase’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Propertybase in providing the Propertybase On-Demand Service; “Propertybase On-Demand Service(s)” means the specific edition of Propertybase’s online customer relationship management, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by Propertybase, accessible via http://www.propertybase.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Propertybase, to which you are being granted access under this Agreement,; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Propertybase On-Demand Service and have been supplied user identifications and passwords by you (or by Propertybase at your request).
SFDC Service Agreement
The SFDC Service Agreement only applies to customers who are direct customers of Propertybase and have purchased all licenses including the Force.com Platform Embedded Edition licenses from Propertybase. Customers who have purchased Force.com Platform or CRM licenses from Salesforce.com directly come under the Salesforce.com Master Service Agreement which can be found on the Salesforce.com website.
“AppExchange” means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites.
“Reseller” means Propertybase GmbH.
“Reseller Application means Propertybase
“Service” means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application to You.
“SFDC CRM Service” means the online, Web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.
“SFDC” means salesforce.com.
“Users” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the terms of this SFDC Service Agreement as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request).
“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other terms required by Reseller.
“Your Data” means all electronic data or information submitted by You as and to the extent it resides in the Service.
1. Use of Service.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Service via the Reseller Application, subject to the terms of this SFDC Service Agreement, together with any other terms required by Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). For clarity,Your license to use the Service hereunder does not include a license to use the SFDC CRM Service. If You wish to use the SFDC CRM Service or any of its functionalities or services, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application provides You with access to the SFDC CRM Service generally or access to any SFDC CRM Service functionality within it that is in excess to the functionality described in the Reseller Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access and use such functionality, and You agree that Your use of such functionality would be a material breach of this Agreement.
(b) Notwithstanding any access You may have to the Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You any fees paid by You to Reseller.
(c) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Service.
(d) You shall use the Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) 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; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
(e) You shall not (i) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Service; or (iv) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service.
2. Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the Service, the SFDC CRM Service, and/or the Reseller Application, including implementation, customization and other consulting services related to customers’ use of the Service and/or the SFDC CRM Service, and applications (both offline and online) that interoperate with the Service, SFDC CRM Service, and/or the Reseller Application, such as by exchanging data with the Service, the SFDC CRM Service, and/or the Reseller Application, or by offering additional functionality within the user interface of the Service, the SFDC CRM Service, and/or the Reseller Application through use of the Service and/or SFDC CRM Service’s application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the Reseller Application or any other product or service of Reseller, whether or not such products or services are designated by SFDC as “certified,” “validated” or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.
3. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this SFDC Service Agreement. The Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.
4. Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
5. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Service and/or the SFDC CRM Service.
6. Termination. Your use of the Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Service as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the licenses it is providing to You in connection with this SFDC Service Agreement.
7. Subscriptions Non-Cancelable. Subscriptions for the Service are non-cancelable during a subscription term, unless otherwise specified inYour agreement with Reseller.
8. Data Storage. The Service includes a certain cumulative amount of storage per User subscription for no additional charge as indicated by Reseller. Additional storage may be available for purchase from the Reseller.
9. No Warranty. SALESFORCE.COM MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE SERVICE, THE SFDC CRM SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SALESFORCE.COM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RESELLER APPLICATION. SALESFORCE.COM DOES NOT REPRESENT OR WARRANT THAT (A) THE RESELLER APPLICATION WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH THE SALESFORCE.COM SERVICE OR ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) THE RESELLER APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING THE RESELLER APPLICATION WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN RESELLER APPLICATION OR THE SERVICE WILL BE CORRECTED, OR (E) THE RESELLER APPLICATION OR THE SYSTEMS USED BY RESELLER TO MAKE RESELLER APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED STRICTLY ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALESFORCE.COM DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO RESELLER APPLICATION AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
10. No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, 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.
11. Further Contact. SFDC may contact You regarding new SFDC service features and offerings.
12. Google Programs and Services. Service features that interoperate with the Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms for the Service, SFDC may cease providing such Service features without entitling You or Reseller to any refund, credit, or other compensation.
13. Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
