Salesforce.com Solutions Program Agreement - salesforce.com inc. and WebSideStory Inc.
SALESFORCE.COM SOLUTIONS PROGRAM AGREEMENT
This Salesforce.com Solutions Program Agreement ("Agreement") is made and
entered into as of May 21, 2004 ("Effective Date"), by and between
SALESFORCE.COM, INC., a Delaware corporation having a principal place of
business at The Landmark @ One Market, Suite 300, San Francisco, CA 94105
("SFDC") and WEBSIDESTORY, INC., a Delaware corporation having a principal place
of business at 10182 Telesis Court, 6th Floor, San Diego, CA 92121 ("Partner").
WHEREAS, Partner desires to participate in SFDC's Solutions Program (the
"Program"), which is a marketing and support program made up of independent
software and Web services vendors offering products and services to users of the
SFDC Service that complement, interoperate with and otherwise extend and add
value to the SFDC Service.
NOW THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS
1.1 "Confidential Information" means all proprietary or confidential material or
information disclosed orally or in writing by the disclosing party to the
receiving party, including the terms and conditions of this Agreement, that is
designated as proprietary or confidential or that reasonably should be
understood to be proprietary or confidential given the nature of the information
and the circumstances of the disclosure; provided, that Confidential Information
shall not include any information or material that: (i) was or becomes generally
known to the public without the receiving party's breach of any obligation owed
to the disclosing party; (ii) was or subsequently is independently developed by
the receiving party without reference to Confidential Information of the
disclosing party; (iii) was or subsequently is received from a third party who
obtained and disclosed such Confidential Information without breach of any
obligation owed to the disclosing party; or (iv) is required by law to be
disclosed (in which case the receiving party shall give the disclosing party
reasonable prior notice of such compelled disclosure and reasonable assistance,
at disclosing party's expense, should disclosing party wish to contest the
disclosure or seek a protective order).
1.2 "Partner Products" means products and services offered by Partner in
connection with the Program.
1.3 "Partner Site" means the site located at www.WebSideStory.com and any other
websites through which Partner offers products or services.
1.4 "Sforce API" means the Web services-based application programming interface
(API) for the SFDC Service.
1.5 "SFDC Service" means the online, Web-based customer relationship management
(CRM) service, including associated offline components, offered by SFDC via the
SFDC Site.
1.6 "SFDC Site" means the websites located at http://www.salesforce.com,
http://www.sforce.com and any other websites through which SFDC offers online
services.
1.7 "Validated Solution" means a Partner Product that has been tested and
validated by SFDC in accordance with a separate Validated Solutions Program
Agreement between the parties and that continues to maintain such validation
throughout the term of this Agreement.
2. PROGRAM
2.1 DESCRIPTION. The Program shall operate as described in the attached Overview
and accompanying exhibits. Partner's Program level shall be as indicated in the
signature block below.
2.2 SALES AND SUPPORT. Partner shall be solely responsible for: (i) selling
Partner Products; (ii) providing all support (including "level 1" support),
maintenance and technical assistance to customers of Partner Products; and (iii)
fielding all inquiries relating to Partner Products. Partner shall provide a
customer support point of contact to SFDC.
2.3 API. SFDC will provide Partner access to the Sforce API as provided herein.
SFDC will also provide a technical point of contact to Partner for development
issues.
2.4 COMPETITIVE SERVICES. The parties acknowledge that this Agreement does not
restrict either party from offering competitive or similar services to third
parties. Notwithstanding the foregoing, Partner agrees that during the term of
this Agreement, it will not intentionally promote any non-SFDC CRM services to
mutual end users of the SFDC Service and the Partner Products; provided,
however, that Partner may provide information to end users regarding non-SFDC
CRM services in response to unsolicited requests from such end users.
3. LICENSES, RESTRICTIONS AND OWNERSHIP
3.1 LICENSE GRANT. SFDC hereby grants Partner the nonexclusive right to use and
access the Sforce API for the sole purpose of creating interoperability between
the Partner Products and the SFDC Service, consistent with the terms of this
Agreement. SFDC shall own all right, title and interest in and to the SFDC API
and the SFDC Service, including all associated source code, and, subject to the
foregoing, Partner shall own all right, title and interest in and to any source
code developed by Partner to facilitate interoperability between Partner
Products and the SFDC Service ("Partner Source Code"). To the extent such
interoperability requires the incorporation of any SFDC source code, SFDC hereby
grants to Partner a non-exclusive, worldwide, perpetual, royalty-free license to
use such SFDC source code solely in connection with facilitating
interoperability between the Partner Products and the SFDC Service.
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CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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3.2 RESTRICTIONS. Partner shall not: (i) other than with respect to the Partner
Products, modify or create any software based on or derived from, in whole or in
part, any part of the SFDC Service; or (ii) disassemble, decompile or otherwise
reverse engineer any part of the SFDC Service. SFDC shall not: (i) modify or
create any software based on or derived from, in whole or in part, any part of
the Partner Products; (ii) disassemble, decompile or otherwise reverse engineer
any part of the Partner Products; or (iii) modify the SFDC API in a manner that
restricts the ability of Partner Products to interoperate with the SFDC Service,
unless such modification applies generally to all SFDC solutions partners.
3.3 SECURITY. Neither party shall violate or attempt to violate the security of
the other party's products or services. In furtherance of the foregoing, the
parties shall not: (i) access data not intended for the parties or log into a
server or account which the parties are not authorized to access; (ii) attempt
to probe, scan or test the vulnerability of a system or network or to breach
security or authentication measures without proper authorization; (iii) attempt
to interfere with service to any user, host or network, including by means of
submitting a virus, overloading, flooding, spamming, mail bombing or crashing.
3.4 SUBLICENSE/TRANSFER. Except as otherwise provided, Partner may not
subcontract, sublicense or transfer any of its rights or obligations under this
Agreement.
3.5 LIMITED INTEREST. This Agreement does not convey to either party any rights
of ownership or any other right, title or interest in or to the other party's
products or services, and the parties shall not represent otherwise. Each party
reserves the right to change the pricing and other terms and conditions of its
products and services at any time without notice to the other party.
3.6 LOG DATA AND USER DATA. Each party shall own all right, title and interest
in and to any log data and user data generated in connection with an end user's
use of such party's products or services.
4. TRADEMARK CROSS-LICENSE
4.1 LICENSE. Each party hereby grants to the other a worldwide, nonexclusive,
nontransferable, non-sublicenseable, royalty-free license to use, in Partner's
case, "salesforce.com," "Sforce Validated" and associated logos and, in SFDC's
case, Partner's name and associated logos (collectively, "Marks") solely in
connection with the other party's rights, duties and obligations under this
Agreement.
4.2 USE. Any use of Marks shall be in accordance with the granting party's
reasonable trademark usage policies, with proper markings and legends, and
subject to the granting party's prior written approval. The granting party may
withdraw any approval of any use of its Marks at any time in its sole
discretion.
4.3 STANDARDS. During the period of use, the licensed party shall reasonably
cooperate with the granting party in facilitating the granting party's
monitoring and control of the nature and quality of products and services
bearing the granting party's Marks, and shall supply the granting party with
specimens of the licensed party's use of the granting party's Marks upon
request. If the granting party notifies the licensed party that the licensed
party's use of the granting party's Marks is not in compliance with the granting
party's trademark policies or is otherwise deficient, then the licensed party
shall promptly comply with such policies or otherwise as directed by the
granting party. Neither party shall make any express or implied statement or
suggestion, or use the other party's Marks in any manner, that dilutes,
tarnishes, degrades, disparages or otherwise reflects adversely on the other
party or its business, products or services.
4.4 MARK OWNERSHIP. Each party acknowledges that the other party's Marks are and
shall remain Marks of the other party. Neither party shall gain any right, title
or interest with respect to the other party's Marks by use thereof, and all
rights or goodwill associated with the other party's Marks shall inure to the
benefit of the other party.
5. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that: (i) it has the full corporate right,
power and authority to enter into this Agreement and to perform its obligations
hereunder; (ii) the execution of this Agreement and the performance of its
obligations hereunder does not and will not conflict with or result in a breach
(including with the passage of time) of any other agreement to which it is a
party; (iii) this Agreement has been duly executed and delivered by such party
and constitutes the valid and binding agreement of such party, enforceable
against such party in accordance with its terms; (iv) it owns its respective
products, services and Marks or otherwise has the right to grant the licenses
hereunder; (v) to the knowledge of each party, its respective Marks do not and
will not infringe any intellectual property rights of any third party; and (vi)
its products and services do not infringe any intellectual property rights of
any third party.
6. INDEMNIFICATION
6.1 INDEMNIFICATION. Each party shall indemnify, defend and hold harmless the
other party and its officers, directors, employees, agents, subcontractors and
affiliates from and against any loss, damage or expense (including reasonable
attorneys' fees) incurred in connection with any claims, actions, demands, suits
or proceedings (collectively, "Claims") made against the other party by a third
party and arising out of a breach by the first party of this Agreement
(including any representation or warranty contained herein) or the unauthorized
disclosure of end user identifying information or data.
6.2 NOTICE. The party seeking indemnification shall: (i) notify the indemnifying
party in writing of any Claim as soon as practicable upon knowledge of same;
(ii) give the indemnifying party the opportunity, and full and exclusive
authority, to defend, settle or participate in the defense or settlement of the
Claim; and (iii) provide to the indemnifying party all reasonable requested
assistance (at the indemnifying party's expense); provided, however, that (a) no
failure to notify the indemnifying party shall relieve it of its indemnification
obligations hereunder except to the extent the indemnifying party can
demonstrate detriment attributable to such failure, and (b) the indemnifying
party shall not settle any Claim in a way that imposes any obligation or
liability on the indemnified party without its prior written consent (which
consent will not be unreasonably withheld).
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7. DISCLAIMER OF WARRANTIES
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CLAIM, LOSS OR
DAMAGE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE FUNCTIONALITY OR
AVAILABILITY OF THAT PARTY'S PRODUCTS OR SERVICES. EACH PARTY'S PRODUCTS AND
SERVICES ARE PROVIDED "AS IS." EXCEPT AS OTHERWISE PROVIDED, EACH PARTY
DISCLAIMS ALL WARRANTIES REGARDING ITS PRODUCTS AND SERVICES, WHETHER, EXPRESS
OR IMPLIED, INCLUDING WITH RESPECT TO MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL
OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR ANY OTHER THEORY, EVEN IF
SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH
PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S TOTAL
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE OF
THE AMOUNTS PAID OR PAYABLE BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT.
9. CONFIDENTIALITY
Neither party shall use or disclose any Confidential Information of the other
party for any purpose outside the scope of this Agreement, except with the other
party's prior written consent. Each party shall protect the other party's
Confidential Information in a manner similar to its own Confidential Information
(in no event using less than reasonable care). In the event of an actual or
threatened breach of a party's confidentiality obligations, the non-breaching
party shall have the right, in addition to any other remedies available to it,
to seek injunctive relief, it being specifically acknowledged by the breaching
party that other remedies may be inadequate.
10. TERM AND TERMINATION
10.1 TERM. The term of this agreement ("Term") shall be for a period of one (1)
year from the Effective Date, unless earlier terminated in accordance with this
section. Either party may terminate this Agreement at any time, with or without
cause, upon thirty (30) days prior written notice to the other party.
10.2 EFFECT OF TERMINATION. Following any termination or expiration of this
Agreement: (i) each party shall continue to maintain the confidentiality of the
other party's Confidential Information and shall return all tangible embodiments
of same and any equipment, software, and related materials belonging to the
other party to that party within 30 days; (ii) any payments owing or accrued as
of termination shall be paid within 30 days thereafter; (iii) Partner shall
immediately cease all use of, and discontinue providing access to the SFDC
Service and shall not enter into any further arrangements with respect to the
SFDC Service; and (iv) all licenses granted between the parties are revoked. To
the extent possible and at its sole discretion, Partner may maintain the Partner
Products for the benefit of existing users, notwithstanding termination or
expiration of this Agreement. Any such continuing service shall remain branded
solely with Partner's name. Sections 6, 7, 8, 9, 10 and 11 shall survive
expiration or earlier termination of this Agreement.
11. GENERAL
11.1 PUBLICITY. Neither party, nor any third party on one party's behalf, shall
publish, distribute or otherwise disseminate any press release, advertising or
publicity matter having any reference to the other party's products or services
or this Agreement, unless and until such matter shall have first been submitted
to and approved in writing by the other party, such approval not to be
unreasonably withheld or delayed. Where approved by the other party, the parties
shall mutually agree on the form, content and timing of any press releases or
other publicity.
11.2 DISPUTE RESOLUTION. The parties shall make good faith efforts to resolve
any dispute arising under this Agreement within sixty (60) days and shall
refrain during that time (except for requests for injunctive relief) from
initiating any litigation or other proceeding relating to such dispute. In any
litigation arising under this Agreement, the parties hereby irrevocably waive
any right to a jury trial and consent to a court trial.
11.3 INDEPENDENT CONTRACTORS. The relationship between the parties is that of
independent contractors. Nothing in this Agreement shall be deemed to create an
employment, partnership, joint venture or agency relationship between the
parties.
11.4 ASSIGNMENT. Neither party may assign this Agreement, in whole or in part,
whether by operation of law or otherwise, without the prior written consent of
the other party (not to be unreasonably withheld), except in connection with a
merger, reorganization or sale of all or substantially all assets or equity
interests.
11.5 GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California without reference to its conflicts or choice of laws provisions. Each
party hereby consents to the exclusive jurisdiction of the state and federal
courts located in San Francisco County, California.
11.6 WAIVER. Any waiver by either party of a term or condition of this Agreement
in any instance shall not be deemed to be a waiver of any subsequent breach
thereof, or of any other provision. All remedies, rights, undertakings,
obligations and agreements contained in this Agreement shall be cumulative, and
none of them shall be in limitation of any other.
11.7 NOTICES/APPROVALS. All notices, approvals, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been given when: (i) delivered by hand; (ii) sent by facsimile (with
confirmation of receipt); or (iii) received by the addressee, if sent by a
nationally recognized overnight delivery service or U.S. mail to the addresses
or facsimile numbers set forth herein (or to such
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other addresses or facsimile numbers as a party may designate by notice to the
other party from time to time):
To SFDC:
Roger Goulart
VP, Business Development and Alliances
salesforce.com, inc.
The Landmark @ One Market, Suite 300
San Francisco, CA 94105
(415) 901-5098
(415) 901-8422 (fax)
with a copy to:
David Schellhase VP and General Counsel
salesforce.com, inc.
The Landmark @ One Market, Suite 300
San Francisco, CA 94105
(415) 901-8490
(415) 901-8437 (fax)
To Partner:
Office of General Counsel
10182 Telesis Court, 6th Floor
San Diego, CA 92121
(858) 546 0040
5858-546 0695
11.8 ENTIRE AGREEMENT. This Agreement (including the attachments and exhibits
hereto) represents the complete agreement of the parties, supersedes all prior
discussions, communications and agreements between the parties with respect to
the subject matter hereof, and cannot be amended or modified except in a writing
signed by both parties.
11.9 SEVERABILITY. If any of the provisions, or part thereof, of this Agreement
shall be invalid or unenforceable under the laws of the applicable jurisdiction,
such invalidity or unenforceability shall not invalidate or render unenforceable
the entire Agreement but rather the entire Agreement shall be construed as if
not containing the particular invalid or unenforceable provision or part
thereof, and the rights and obligations of the parties shall be construed and
enforced accordingly.
11.10 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, this Agreement is made and entered into as of the Effective
Date:
SFDC PARTNER
SALESFORCE.COM, INC. WebSideStory, Inc.
By: /s/ David Schellhase By: /s/ Jeff Lunsford
Name: David Schellhase Name: Jeff Lunsford
Title: VP & General Counsel Title: CEO
PARTNER LEVEL: [***] (circle one) (default is "Partner" level if none circled).
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SOLUTIONS PROGRAM OVERVIEW
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EXHIBIT A
SOLUTIONS PROGRAM DETAIL
1. VALIDATION AND FEES. Partner Products must be "Sforce Validated" in
accordance with a separate Validated Solutions Program Agreement between the
parties.
2. GO-TO-MARKET FUNDS (GOLD AND PLATINUM ONLY). Partner commits to spending at
least the amount specified, within one year of the Effective Date, on sales and
marketing activities specifically designed to promote this alliance and the SFDC
Service. These funds will be held by Partner and allocated as indicated by the
Alliance Business Plan (defined below) or as sponsorship and marketing
opportunities arise.
2.1 Eligible Go-to-Market Activities. Eligible go-to-market activities may
include, but are not limited to, the following:
(a) advertisements or listings in search engines and publications
promoting Partner Products and the SFDC Service;
(b) webinars and mailings to Partner's installed base and
prospective customers promoting Partner Products and the SFDC
Service;
(c) trade show sponsorship where Partner Products and the SFDC
Service are the focus of Partner "s tradeshow activities;
(d) joint regional events such as executive seminars, prospect
seminars, and prospect networking events promoting Partner
Products and the SFDC Service.
(e) sponsorship and participation in SFDC's annual DreamForce User
Conference.
3. DESIGNATED ALLIANCE RESOURCES (GOLD AND PLATINUM ONLY). SFDC and Partner
shall each assign a designated alliance resource responsible for building and
executing the Alliance Business Plan, managing day to day activities and
pipeline, and serving as the main point of escalation for all alliance
activities. In addition, SFDC and Partner shall each assign a designated
alliance marketing resource to work on building and executing a joint marketing
plan.
3.1 Monitoring. On a biweekly basis, Partner agrees to inquire of its
sales representatives regarding their SFDC lead generation activities and report
this information to SFDC.
4. ALLIANCE BUSINESS PLAN (GOLD AND PLATINUM ONLY). SFDC and Partner agree to
jointly develop a business plan to promote this alliance ("Alliance Business
Plan") within 30 days of the Effective Date. The Alliance Business Plan shall
include relationship objectives and revenue goals for both parties, marketing
activities and engagement rules.
5. WORKSHOPS. Consultant and sforce workshops are available to Partner for
additional fees.
6. SALES TRAINING.
6.1 General Training. SFDC will conduct an initial training session via
online conferencing for Partner's sales representatives, the timing to be
mutually determined by the parties. Partner sales representatives will be
trained on the general value proposition and positioning of the SFDC Service and
the process for transferring leads to SFDC.
6.2 Partner Sales Reps. Partner sales representatives generating leads for
the SFDC Service must be capable of effectively delivering the SFDC value
proposition and must be generally knowledgeable about the SFDC Service and its
interface, advantages and high-level functionality.
6.3 Partner Sales Rep Training. Partner sales representatives marketing
and generating leads for the SFDC Service shall use reasonable efforts to
participate in the basic online training provided by SFDC to SFDC users. Partner
and relevant personnel within Partner's organization will complete the following
online training courses within thirty (30) days of the Effective Date: Sales
Representative Sections I and II, Reporting, Administrator Fundamentals Sections
I and II, Leads Administrator, and if appropriate, Support Administrator.
6.4 Further Training. As SFDC upgrades the SFDC Service, applicable
Partner sales representatives may be asked to participate in further training to
become proficient in generating leads based on those additional services.
Partner agrees to make reasonable, good faith efforts to participate in such
further training.
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6.5 Demonstrations. Partner agrees to use reasonable efforts to advise
SFDC of any demonstrations required to market the SFDC Service to prospective
customers, especially those with a sales force or customer service group of
greater than twenty-five (25) people.
7. REFERRAL PROGRAM. SFDC will pay referral fees to Partner in accordance with
Exhibit B.
8. PROMOTION AND MARKETING.
8.1 Partner Marketing Programs & Collateral. As reasonable and
appropriate, Partner will integrate promotion of this partnership within
Partner's marketing materials, website and activities.
8.2 Marketing Support. As reasonable and appropriate, SFDC will provide
Partner with SFDC's standard partner marketing collateral and other standard
tools to support Partner's lead generation activities.
8.3 Future Possibilities. Partner and SFDC will maintain an ongoing, open
and collaborative communications channel during the implementation of, and
throughout the duration of, the partnership. Based upon the mutual success of
the partnership, SFDC and Partner will explore extending the partnership in
various ways. The parties plan to discuss partnership progress and extension
possibilities approximately every four (4) months.
9. INTERNAL USE DISCOUNT. Should Partner wish to purchase SFDC Service
subscriptions for internal use, SFDC agrees to offer Partner the stated discount
off then current list price.
10. PARTNER SUPPORT. All Solutions Program partners will receive standard
partner support at no additional charge. Gold or Platinum partners may purchase
premium partner support for the indicated fees.
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EXHIBIT B
REFERRAL PROGRAM
1. DEFINITIONS.
1.1 "First Year Net Revenue" means, with respect to a particular
Opportunity, Net Revenue from that Opportunity over the 12-month period
beginning on the subscription start date of that Opportunity.
1.2 "Net Revenue" means the gross amount of SFDC Service subscription fees
due SFDC from an SFDC customer, less refunds.
1.3 "Opportunity" means a single, fully executed and closed order for five
(5) or more annual (or longer) subscriptions to the SFDC Service that, in SFDC's
sole reasonable judgment (i) resulted from a purchase via the Partner Site, (ii)
resulted from a lead referral by Partner, (iii) is an additional order, by a
pre-existing customer of SFDC, that was originated and brought to SFDC by
Partner, not at the time or during the prior sixty (60) days in SFDC's active
sales process, or (iv) was not originated by Partner but closed due in part to
Partner's active and substantial co-selling efforts. In the case of (ii), the
following shall also apply: (a) only the referred prospect's initial order will
qualify as an Opportunity, (b) the referred prospect must not be an existing
SFDC customer or a prospect then currently, or during the prior sixty (60) days,
in SFDC's active sales process, and (c) the referred prospect must become a
paying SFDC customer within six (6) months of the referral. Opportunities
falling under (i), (ii) or (iii) of this definition shall be deemed
Opportunities "originated" by Partner.
1.4 "Registration Link" means one or more unique links to the SFDC Service
that are provided and approved by SFDC for use in Partner Services and/or the
Partner Site and that can be used to identify Partner referrals who register for
the SFDC Service.
2. OPPORTUNITY REFERRAL PAYMENTS TO PARTNER. SFDC shall make Opportunity
referral payments to Partner on a per Opportunity basis, the amounts of which
shall be determined as follows:
2.1 With respect to each Opportunity that was originated by Partner, the
rate shall be [***] of First Year Net Revenue.
2.2 With respect to each Opportunity that was not originated by Partner
but closed due in part to Partner's active and substantial co-selling efforts,
the rate shall range from [***] as determined by SFDC in its sole discretion
based on the nature and extent of such efforts in each case.
3. APPLICATION TO PARTNER SALES REPS. Partner agrees to share at least [***] of
the total amounts received by Partner with its sales representatives responsible
for generating the Opportunity.
4. PAYMENTS TO PARTNER. SFDC will be responsible for billing customers of the
SFDC Service and collecting payment. Payments will be made to Partner on a
quarterly basis per Opportunity. The first payment for a given Opportunity will
be made no later than sixty (60) days after the end of the calendar month of the
subscription start date of the Opportunity. Subsequent payments will be made no
later than sixty (60) days after the end of each successive three (3) calendar
month period. SFDC will provide a summary report with each payment showing how
the payment was calculated.
5. DELINQUENT ACCOUNTS. Partner shall refund to SFDC a pro rata portion of
payments (based on the appropriate rate) made to Partner for a particular
Opportunity to the extent expected customer payments associated with that
Opportunity are not received by SFDC. Refund amounts may be offset against other
Opportunity referral payments at SFDC's sole discretion. SFDC's right to refunds
with respect to a particular Opportunity shall expire ninety (90) days after the
one (1) year anniversary of the subscription start date of that Opportunity.
6. ELECTRONIC REGISTRATION OF USERS BY PARTNER. All orders for the SFDC Service
through Partner shall be initiated via a Registration Link and shall be subject
to acceptance by SFDC in its sole discretion.
7. ADDITIONAL MANUAL TRACKING OF LEADS AND USERS REGISTERED BY PARTNER. In
addition to tracking users generated and registered by Partner via the
Registration Links, SFDC and Partner may cooperate to develop a process for
tracking and ascribing leads generated by Partner but communicated to SFDC via
other means. Partner agrees to make good faith and reasonable efforts to
document all such referral activity and communicate it promptly to SFDC.
Notwithstanding the foregoing, Partner acknowledges that the optimal tracking
process is to register users via the Registration Links and that alternative
means may result in incomplete tracking.
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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