| ||A. || |
SFDC and Partner previously entered into the Reseller Agreement dated December 22, 2011, as amended (the Prior Agreement) which is hereby superseded and replaced in its entirety by this Agreement.
| ||B. || |
Under this Agreement, SFDC and Partner wish to continue an arrangement that allows Partner to market, demonstrate, sell and support the Partner Applications in combination with the Distribution Services to Customers as part of a Combined Solution, in accordance with the terms and conditions of this Agreement.
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 online directory of applications that interoperate with the Services, located at http://www.salesforce.com/appexchange or at any successor websites.
Authorized Affiliate means an Affiliate of Partner that is not a direct competitor of SFDC or its Affiliates and the name of which (i) Partner has submitted to SFDC; (ii) SFDC has approved following SFDCs compliance review process; and (iii) is listed in Exhibit E hereto as of the Effective Date, or if after the Effective Date, by a written amendment to this Agreement.
Beta Services means SFDC services or functionality that may be made available to Partner to try at Partners option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
Change in Control means a merger, acquisition or other corporate transaction in which the owners of all of the subject entitys voting interests immediately prior to the transaction own less than 50% of the voting interests of the successor entity resulting from the transaction.
Channel Partner means a Partner channel/reseller partner that is not a direct competitor of SFDC or its Affiliates and (i) that Partner has submitted to SFDC; (ii) that SFDC has approved following SFDCs standard compliance review process; and (iii) the name of which is listed in Exhibit D as of the Effective Date, or if after the Effective Date, by a written amendment to this Agreement.
Combined Solution means the combination of a Partner Application with the Distribution Services that Partner is authorized to use or resell in combination with such Partner Application.
Content means information obtained by SFDC from publicly available sources or its third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
Customer means an entity to whom a Partner Application is distributed or made available to for its use in combination with the Distribution Services as part of a Combined Solution pursuant to this Agreement.
Customer Data means electronic data and information submitted by or for a Customer to the Services which are accessible by the Customer while resident on SFDCs systems, including through the Partner Application, excluding Content and Non-SFDC Applications.
Distribution Services means the services provided by SFDC for use or resale by Partner with a Partner Application as part of a Combined Solution, including OEM Services (as defined in the OEM Addendum) as detailed in the Partner Category Addendum(s) attached hereto, as may be applicable.
Documentation means the applicable Services Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via help.salesforce.com or login to the applicable Services.
Non-SFDC Application means a Web-based, mobile, offline or other software application functionality that is provided by a Customer, Partner or a third party and interoperates with a SFDC Service, including, for example, an application that is developed by or for a Customer, is listed on the AppExchange, or is identified as Salesforce Labs or by a similar designation.
Org or Organization means a unique instance of the Services, i.e., a separate set of Customer Data and Customer-specific Services customizations held by SFDC in a logically separated database (i.e., a database segregated through password-controlled access).