Transcription
Consent Item 11TO:East Bay Community Energy Board of DirectorsFROM:Taj Ait-Laoussine, VP Technology and AnalyticsSUBJECT:Master Subscription Agreement with Salesforce, Inc.DATE:July 15, 2020RecommendationAdopt a Resolution authorizing the CEO to negotiate and execute a MasterSubscription Agreement with Salesforce.com Inc. (“Salesforce”), for software servicesto establish a Customer Relationship Management (CRM) system, with an annuallicensing fee not to exceed 170,000 as a sole-source procurement.Background and DiscussionAfter a careful review of the existing software and technology landscape at EBCE, anassessment of staff needs, and an evaluation of commercially available off-the-shelfsoftware, EBCE staff has budgeted for and is recommending the procurement andimplementation of a CRM solution from Salesforce. This will serve the needs of theLocal Development team, the Marketing and Account Services team, and will act asthe official Customer System of Record. The context and roadmap associated with thisrecommendation has been described to the Executive Committee of the Board ofDirectors in Informational Item 6 of the June 26 Meeting (available here).1. Needs Assessment, Review and Selection ProcessStaff initiated the needs assessment, review and selection process in 2019, andcontinued it in 2020. The first step was to determine whether the CRM in place withEBCE’s data management provider (SMUD) would fulfill the needs of staff. That CRM,while also based on Salesforce, was found to lack several key functions related tocontact and lead tracking and management.Staff then requested and obtained from SMUD a proposal to expand its current CRMcapabilities to meet EBCE’s marketing and local development needs. That proposalwas ultimately deemed inadequate for the following reasons:Consent Item 11
The price proposal ( 300,000 one-time cost plus 100,000 per year recurring)was deemed too high, given the fact that EBCE is already paying (at least inpart) for licensing an existing Salesforce system with SMUD and the proposaldid not seem to reflect any sort of economies of scale. The price proposal alsodid not offer sufficient price transparency to EBCE by failing to break out thevarious cost components of what was being added to the existing services. Accepting the proposal would further the situation where SMUD - rather thanEBCE - is designated as the primary subscriber to the services. Staff felt thatthis would continue to limit its ability to direct the configuration of theapplication and to fully utilize its capabilities. It also means that any sort ofcustomization or additional configuration would have to be completed by theSMUD team, and therefore would potentially result in EBCE incurringadditional and marked-up costs. As EBCE transitioned from focusing on service implementation to focusing onthe expansion of its product and service offerings, CRM emerged in late 2019as a key system, and was deemed an essential and central system of record inthe “to-be” state of its systems roadmap. Given the anticipated complexity offuture program offerings and the need to interact with external data sets aswell as other third parties, this further reinforced the decision that the CRMshould be managed and maintained by EBCE, and not by a third-party. Such aconfiguration would also ease any possible future transition to other datamanagement providers, and/or the disaggregation of data managementservices that are currently being bundled with SMUD.Separately, EBCE staff conducted its own internal review of the various ways in whicha CRM system would facilitate various business workflows. These sessions relied oninput from several staff members from the Local Development, Marketing andAccount Services, and Technology and Analytics teams. The workflows wereconsidered from the perspective of the customer, the key account manager, the callcenter operator, EBCE staff, as well as third-party implementors.Once these needs assessments were completed, and after determining that EBCEshould pursue the licensing or subscription of its own CRM solution, staff thenembarked on a process to evaluate commercially available off-the-shelf softwaresolutions. Staff undertook a review of the marketplace for CRM solutions, andidentified approximately 15 different solutions vendors. The solutions whereevaluated both from a technology perspective, but also based on input from theMarketing and Account Services team and the Local Development team. Two topcontenders emerged: Hubspot and Salesforce.Staff then conducted a further scoring assessment of these two contenders, withSalesforce scoring higher than Hubspot, and with unanimous support for Salesforcefrom all staff members participating in the evaluation. The following advantages werecited:Consent Item 11
Overall, the suite of product and services being offered by Salesforce are theonly ones that will properly meet all of the current and future needs of EBCEstaff, as evidenced by the unanimous decision of multiple staff members inselecting Salesforce. Salesforce was deemed to have stronger marketing and lead managementcapabilities that where a better match for the use cases and needs assessmentdiscussed above. Salesforce was deemed to have slightly stronger API and connectivitycapabilities, ensuring that EBCE will be able to fully integrate its various datasets into the Salesforce CRM. Salesforce is the solution that has the most breadth and depth of capabilities tomeet the current and future roadmap of EBCE. In particular, Saleforce’secosystem of partners and system integrators ensure that there will in alllikelihood be no future use case that EBCE cannot implement, particularly as itcomes to call center integration. Budgetary estimates were obtained from both providers. While Hubspot camein cheaper ( 103,704 as the initial estimate vs. Salesforce at 137,436 for acomparable quote), both amounts were within a reasonable range ofexpectations. Staff determined that the premium associated with Salesforcewas justified given the capabilities and advantages associated with thatplatform, as described in the points above.2. Proposed Subscription ServicesEBCE then proceeded to review and finalize the budgetary quote obtained fromSalesforce. As a summary, here are the components that staff selected: Service Cloud – this is the core CRM offering from Salesforce for customerservice purposes. EBCE will be licensing the Enterprise Edition for up to 30users. Pardot – this is the marketing function that works in an integrated manner withService Cloud. EBCE will be licensing the “Plus” version to deal with what areknown as “Custom Objects” that will facilitate the customization of the systemto meet our needs. EBCE will be licensing the Plus version for up to 600Kcontacts (given a customer base of 557K unique customers). Success Plans – these are additional customer service options that to enableEBCE to avail itself of extensive support resources. These may or may not beincluded in the final order.EBCE staff has discussed these various services with Salesforce to ensure that they willmeet the needs of the organization for the first year of subscription. Renewals will besubject to further negotiations and approvals. Including all discounts negotiated, thetotal annual license amount quoted for all services was just under 150,000. Staff isConsent Item 11
requesting authorization of up to 170,000 in case of unforeseen adjustments. Staffmay decide to remove some of the success plan components after a more carefulreview, which could reduce the overall cost by about 20,000.3. Anticipated Additional CostsEBCE staff anticipates additional costs associated with the full implementation ofSalesforce, which would also be incurred if it selected a different CRM provider (albeitat different cost levels): Core Salesforce Implementation – EBCE staff expects to retain the services of aSystem Integrator (SI) to assist with its implementation of Salesforce. Budgetaryestimates received from 3 separate parties indicate that SI fees (which arebilled on a time and materials basis) will be on the order of 40K- 70K. Thesefees are in addition to what is being requested for approval in this item. EBCEstaff continues to research alternate options for System Integrators, and wouldwelcome additional proposals, particularly from vendors located in theAuthority’s service territory. Further integration with SMUD Data – EBCE’s existing Analytics Data Warehousewill be the core backbone supplying data to the Salesforce CRM. Thatwarehouse is already populated via automated production-level data feeds fromthe SMUD system, but staff has identified additional data feeds that would berequired to ensure that the CRM is fully operational as the customer system ofrecord. Staff has received from SMUD a preliminary budgetary estimate of 40K 60K as a one-time implementation fee for those services. Again, these fees arein addition to what is being requested for approval with this item.4. Fiscal ImpactEBCE’s approved budget for this fiscal year includes 350k for CRM implementation.Given maximum subscription costs of 170K for which approval is being sought today,additional implementation at a maximum of 70K, and additional integration at amaximum of 60K, the amount at this stage totals 300K, below the budgeted amount.5. Compliance with Administrative Procurement PolicyEBCE staff recommends that the engagement with Salesforce be conducted as a solesource procurement under Section VI of the Administrative Procurement Policy, giventhe unanimous assessment by EBCE staff members involved in the evaluation processthat Salesforce is the only provider that will fully and properly meet the needs ofEBCE’s current and future roadmap.Consent Item 11
AttachmentsA. Resolution Authorizing the CEO to Negotiate and Execute a Master SubscriptionAgreement with Salesforce, Inc.B. Salesforce Master Subscription AgreementConsent Item 11
Attachment Consent Item 11ARESOLUTION NO.A RESOLUTION OF THE BOARD OF DIRECTORSOF THE EAST BAY COMMUNITY ENERGY AUTHORITY AUTHORIZING THE CEO TONEGOTIATE AND EXECUTE A MASTER SUBSCRIPTION AGREEMENT WITHSALESFORCE, INC. TO PROVIDE SERVICES FOR THE ESTABLISHMENT OF ACUSTOMER RELATIONSHIP MANAGEMENT SYSTEMWHEREAS The East Bay Community Energy Authority (“EBCE”) was formed as acommunity choice aggregation agency (“CCA”) on December 1, 2016, Under the JointExercise of Power Act, California Government Code sections 6500 et seq., among theCounty of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont,Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study,promote, develop, conduct, operate, and manage energy-related programs, as well asconduct marketing activities, in all of the member jurisdictions. The cities of Newarkand Pleasanton, located in Alameda County, along with the City of Tracy, located inSan Joaquin County, were added as members of EBCE and parties to the JPA in Marchof 2020.WHEREAS there is a desire for EBCE to own and maintain a CustomerRelationship Management (CRM) system to ensure it can meet the needs of itsmarketing and local development objectives and continue to innovate;WHEREAS EBCE staff has conducted a thorough assessment of the needs ofEBCE for a CRM system and has evaluated several commercially available off-the-shelfsoftware solutions to meet those needs;WHEREAS the services offered by Salesforce, Inc. are determined to uniquelymeet the current and future needs of EBCE;NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE EAST BAY COMMUNITYENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:Section 1. The Board of Directors hereby authorizes the CEO to negotiate and executea Master Subscription Agreement with Salesforce, Inc. to subscribe to Salesforce services so asto establish a Customer Relationship Management System for a total amount not-to exceed 170,000.00 annually, in substantially the same form as the draft attached hereto, and as maybe further negotiated and revised by the CEO and approved by the General Counsel.
Attachment Consent Item 11AADOPTED AND APPROVED this 15th day of July 2020.Dan Kalb, ChairATTEST:Stephanie Cabrera, Clerk of the Board
Attachment Consent Item 11BMASTER SUBSCRIPTION AGREEMENTTHIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF SFDC SERVICES.CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.IF CUSTOMER REGISTERS FOR A FREE TRIAL OF SFDC SERVICES OR FOR FREE SERVICES, THE APPLICABLEPROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDERFORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMSOF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF ACOMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TOBIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM“CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THISAGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS,SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any otherbenchmarking or competitive purposes.SFDC’s direct competitors are prohibited from accessing the Services, except with SFDC’s prior written consent.This Agreement was last updated on June 6, 2020. It is effective between Customer and SFDC as of the date of Customer’s acceptingthis Agreement.1.DEFINITIONS“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subjectentity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the votinginterests of the subject entity.“Agreement” means this Master Subscription Agreement.“Beta Services” means SFDC services or functionality that may be made available to Customer to try at its option at noadditional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, orby a similar description.“Content” means information obtained by SFDC from publicly available sources or its third party content providers and madeavailable to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in theDocumentation.“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in thecase of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entityfor which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remainAffiliates) which have entered into Order Forms.“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content andNon-SFDC Service’sTrustandCompliance st-and-compliance-documentation/ and its usage guides and policies, as updated from time totime, accessible via help.salesforce.com or login to the applicable Service.“Free Services” means Services that SFDC makes available to Customer free of charge. Free Services exclude Services offeredas a free trial and Purchased Services.“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms,time bombs and Trojan horses.“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including,for example, the AppExchange at http://www.salesforce.com/appexchange , or the Heroku add-ons catalog atSFDC-MSA June 2020Page 1 of 13
Attachment Consent Item 11Bhttps://elements.heroku.com/ , and any successor websites.“Non-SFDC Application” means a Web-based, mobile, offline or other software application functionality that interoperateswith a Service, that is provided by Customer or a third party and/or listed on a Marketplace including as Salesforce Labs orunder similar designation. Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable assuch.“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered intobetween Customer and SFDC or any of their Affiliates, including any addenda and supplements thereto. By entering into anOrder Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or onlinepurchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, orprovided to Customer free of charge (as applicable) or under a free trial, and made available online by SFDC, includingassociated SFDC offline or mobile components, as described in the Documentation. “Services” exclude Content andNon-SFDC Applications.“SFDC” means the salesforce.com company described in the “SFDC Contracting Entity, Notices, Governing Law, and Venue”section below.“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of anindividual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customerto use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by SFDC withoutcharge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, SFDC at Customer’s request)has supplied a user identification and password (for Services utilizing authentication). Users may include, for example,employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.2.SFDC RESPONSIBILITIES2.1Provision of Purchased Services. SFDC will (a) make the Services and Content available to Customer pursuant to thisAgreement, and the applicable Order Forms and Documentation, (b) provide applicable SFDC standard support for thePurchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonableefforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (ofwhich SFDC shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond SFDC’sreasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror,strike or other labor problem (other than one involving SFDC employees), Internet service provider failure or delay, Non-SFDCApplication, or denial of service attack, and (d) provide the Services in accordance with laws and government regulationsapplicable to SFDC’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use ofthe Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and theapplicable Order Form.2.2Protection of Customer Data. SFDC will maintain appropriate administrative, physical, and technical safeguards forprotection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguardswill include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data(other than by Customer or Users). Except with respect to a free trial, the terms of the data processing addendum nts.jsp (“DPA”) are hereby incorporated by reference and shall apply to theextent Customer Data includes Personal Data, as defined in the DPA. To the extent Personal Data from the EuropeanEconomic Area (EEA), the United Kingdom and Switzerland are processed by SFDC, its Processor Binding Corporate Rules,the EU-US and/or Swiss-US Privacy Shield, and/or the Standard Contractual Clauses shall apply, as further set forth in theDPA . For the purposes of the Standard Contractual Clauses , Customer and its applicable Affiliates are each the data exporter,and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as itsexecution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days after theeffective date of termination or expiration of this Agreement, SFDC will make Customer Data available to Customer for exportor download as provided in the Documentation. After such 30-day period, SFDC will have no obligation to maintain or provideany Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in itssystems or otherwise in its possession or control, unless legally prohibited.2.3SFDC Personnel. SFDC will be responsible for the performance of its personnel (including its employees and contractors) andtheir compliance with SFDC’s obligations under this Agreement, except as otherwise specified in this Agreement.2.4Beta Services. From time to time, SFDC may make Beta Services available to Customer at no charge. Customer may chooseto try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms atSFDC-MSA June 2020Page 2 of 13
Attachment Consent Item ents.jsp .2.5Free Trial. If Customer registers on SFDC’s or an Affiliate’s website for a free trial, SFDC will make the applicableService(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for whichCustomer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered byCustomer for such Service(s), or (c) termination by SFDC in its sole discretion. Additional trial terms and conditions mayappear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement byreference and are legally binding.ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICESBY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESSCUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL,PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIALPERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREETRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROMENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICETHAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORTCUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLYLOST.NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”SECTION AND “INDEMNIFICATION BY SFDC” SECTION BELOW, DURING THE FREE TRIAL THE SERVICESARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SFDC SHALL HAVE NO INDEMNIFICATIONOBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIODUNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASESFDC’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOTEXCEED 1,000.00. WITHOUT LIMITING THE FOREGOING, SFDC AND ITS AFFILIATES AND ITS LICENSORS DONOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THEFREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICESDURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND(C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDINGANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BEFULLY LIABLE UNDER THIS AGREEMENT TO SFDC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUTOF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OFTHIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TOBECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING APURCHASE.2.6Free Services. SFDC may make Free Services available to Customer. Use of Free Services is subject to the terms andconditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, thissection shall control. Free Services are provided to Customer without charge up to certain limits as described in theDocumentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agreesthat SFDC, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any partthereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, andCustomer agrees that SFDC will not be liable to Customer or any third party for such termination. Customer is solelyresponsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Servicesfor any reason, provided that if SFDC terminates Customer’s account, except as required by law SFDC will provide Customer areasonable opportunity to retrieve its Customer Data.NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”SECTION AND “INDEMNIFICATION BY SFDC” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS”WITHOUT ANY WARRANTY AND SFDC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITYOF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOTENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SFDC’S LIABILITY WITH RESPECT TO THE FREESERVICES SHALL NOT EXCEED 1,000.00 . WITHOUT LIMITING THE FOREGOING, SFDC AND ITS AFFILIATESAND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THEFREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICESWILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDEDTHROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARYSFDC-MSA June 2020Page 3 of 13
Attachment Consent Item 11BIN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THISAGREEMENT TO SFDC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THEFREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’SINDEMNIFICATION OBLIGATIONS HEREUNDER.3.USE OF SERVICES AND CONTENT3.1Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and accessto Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasingportal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlyingsubscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c)any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases arenot contingent on the delivery of any future functionality or features, or dependent on any oral or written public commentsmade by SFDC regarding future functionality or features.3.2Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customerexceeds a contractual usage limit, SFDC may work with Customer to seek to reduce Customer’s usage so that it conforms tothat limit. If, notwithstanding SFDC’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customerwill execute an Order Form for additional quantities of the applicable Services or Content promptly upon SFDC’s request,and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.3.3Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation andOrder Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customeracquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-SFDCApplications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorizedaccess to or use of Services and Content, and notify SFDC promptly of any such unauthorized access or use, (d) use Servicesand Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policyat s.jsp , Order Forms and applicable laws and government regulations,and (e) comply with terms of service of any Non-SFDC Applications with which Customer uses Services or Content. Any useof the Services in breach of the foregoing by Customer or Users that in SFDC’s judgment threatens the security, integrity oravailability of SFDC’s services, may result in SFDC’s immediate suspension of the Services, however SFDC will usecommercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to
selecting Salesforce. Salesforce was deemed to have stronger marketing and lead management capabilities that where a better match for the use cases and needs assessment discussed above. Salesforce was deemed to have slightly stronger API and connectivity capabilities, ensuring that EBCE will be able to fully integrate its various data
