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Rypple Terms of Service

Master Subscription Agreement for Rypple Services

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS THE ACQUISITION AND USE OF THE RYPPLE SERVICES BY YOU THE CUSTOMER (“YOU,” “YOUR” OR “CUSTOMER”) FROM THE SALESFORCE CONTRACTING ENTITY LISTED IN THE “SALESFORCE.COM CONTRACTING ENTITY, NOTICES, GOVERNING LAW AND JURISDICTION” SECTION BELOW (“US,” “WE” OR “SFDC”).

IF YOU REGISTER FOR A FREE TRIAL FOR THE RYPPLE SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

YOU MAY ACCEPT THIS AGREEMENT BY CLICKING A BOX OR BUTTON INDICATING YOUR ACCEPTANCE, OR TAKING ANOTHER ACTION THAT INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”, “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE RYPPLE SERVICES.

If You have entered into or enter into a master subscription agreement with salesforce.com for non-Rypple Services, that master subscription agreement shall not apply to the Rypple Services, and Rypple Services shall not be considered a service or product or part of any service or product under such master subscription agreement, unless otherwise expressly agreed in writing by salesforce.com.

You may not access the Rypple Services if You are a direct competitor of SFDC, except with prior written consent. In addition, You may not access the Rypple Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on February 1, 2012. It is effective between You and Us as of the date of Your acceptance of this Agreement.

Table of Contents

1. DEFINITIONS

2. FREE TRIAL

3. PURCHASED RYPPLE SERVICES

4. FEES AND PAYMENT

5. PROPRIETARY RIGHTS

6. CONFIDENTIALITY

7. WARRANTIES AND DISCLAIMERS

8. MUTUAL INDEMNIFICATION

9. LIMITATION OF LIABILITY

10. TERM AND TERMINATION

11. SALESFORCE.COM CONTRACTING ENTITY, NOTICES, GOVERNING LAW AND JURISDICTION

12. GENERAL PROVISIONS

1. DEFINITIONS

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

"Non-Salesforce.com Applications" means online applications and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services, including but not limited to those listed on the AppExchange and those identified as Force.com Labs or by a similar designation.

"Purchased Rypple Services" means Services that You purchased, as distinguished from those provided pursuant to a free trial.

“Rypple Services” means the products and services that are ordered by You under a free trial or purchased  and made available by Us online via the customer login link at http://www.rypple.com and/or other web pages designated by Us, including associated offline components. “Rypple Services” exclude Third-Party Services.

 “SFDC” means the salesforce.com company described in the “Salesforce.com Contracting Entity, Notices, Governing Law and Jurisdiction” section below.

 “User” means an individual who is authorized by Customer to use the Rypple Services on behalf of the Customer, and for whom a subscription to the Rypple Service has been purchased. Users may include but are not limited to employees and owners of Customer, and third parties (such as consultants, contractors and agents) who use the Rypple Services exclusively for the Customer’s benefit.

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

2. FREE TRIAL

SFDC may make one or more Rypple Services available to Customer on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which Customer is registered to use the applicable Rypple Service; or (b) the start date of any Purchased Rypple Services purchased by Customer. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. 

IF CUSTOMER ELECTS TO USE THE RYPPLE SERVICES FOR THE TRIAL PERIOD AND DOES NOT PURCHASE A SUBSCRIPTION BEFORE THE END OF THE TRIAL PERIOD, CUSTOMER’S SUBSCRIPTION FOR THE RYPPLE SERVICES WILL EXPIRE AT THE END OF THE TRIAL PERIOD, SHALL NOT AUTO-RENEW, BECOME A FREE TRIAL ACCOUNT. ANY DATA ENTERED INTO THE RYPPLE SERVICES BY CUSTOMER OR RECEIVED BY CUSTOMER IN CONNECTION WITH ITS USE OF THE RYPPLE SERVICES, AND ANY CUSTOMIZATIONS THAT MAY BE MADE TO THE RYPPLE SERVICES BY CUSTOMER DURING THE FREE TRIAL, WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME RYPPLE SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS”, “AS-AVAILABLE”, WITHOUT ANY WARRANTY OR SUPPORT WHATSOEVER.

3. PURCHASED RYPPLE SERVICES

3.1. Provision of Purchased Rypple Services. SFDC shall make the Rypple Services available to Customer pursuant to this Agreement during a subscription term for Customer’s internal business purposes and not for the benefit of any third party. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features or the delivery of any other services, nor are such purchases dependent on any oral or written public comments made by or on behalf of SFDC or any of its Affiliates regarding future functionality or features.

3.2. User Subscriptions. User  subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Rypple Services. Customer shall designate at least one (1) User to act as an administrator responsible for requesting set-up and removal of User  and for other administrative tasks related to Customer’s use of the Rypple Services.

3.4. SFDC Responsibilities. SFDC shall provide to Customer basic support for the Purchased Rypple Services at no additional charge, and/or upgraded support if purchased.

3.5. Our Protection of Your Data. SFDC shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section titled “Compelled Disclosure” or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

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

3.6. Acquisition of Non-Salesforce.com Products and Services. We or third parties may from time to time make available to You (e.g., through the AppExchange) third-party products or services, including but not limited to Non-Salesforce.com Applications and implementation, customization and other consulting services. Any acquisition by You of such non-salesforce.com products or services, and any exchange of data between You and any non-salesforce.com provider, is solely between You and the applicable non-salesforce.com provider. We do not warrant or support non-salesforce.com products or services, whether or not they are designated by Us as “certified” or otherwise. Subject to Section 5.3 (Integration with Non-Salesforce.com Services), no purchase of non-salesforce.com products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.

3.7. Non-Salesforce.com Applications and Your Data. If You install or enable Non-Salesforce.com Applications for use with Services, You acknowledge that We may allow providers of those Non-Salesforce.com Applications to access Your Data as required for the interoperation of such Non-Salesforce.com Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-Salesforce.com Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non-Salesforce.com Applications for use with the Services.

3.8. Integration with Non-Salesforce.com Services and Third Party Sites. The Services may contain features designed to interoperate with Non-Salesforce.com Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Non-Salesforce.com Applications from their providers. If the provider of any such Non-Salesforce.com Application ceases to make the Non-Salesforce.com Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.  In addition, the Rypple Services may include hyperlinks to other web sites or content or resources. SFDC has no control over any web sites or resources which are provided by companies or persons other than SFDC. You acknowledge and agree that SFDC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You acknowledge and agree that SFDC is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. SFDC encourages you to be aware of when you leave the Rypple Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

4. FEES AND PAYMENT

4.1. Fees. For Purchased Rypple Services, You will be invoiced on a monthly basis (each, a “Subscription Period”).  Fees for each Subscription Period will be based on the start of the Subscription Period and charged to the credit card You provide. If the credit card information You have provided is incorrect or incomplete, or SFDC is unable to complete a transaction due to Your error or omission, SFDC will attempt to contact You and inform You of the problem. If the problem is not corrected within fifteen (15) days, it will be considered a breach of the Agreement and SFDC will terminate Your Rypple Services or downgrade them to a free trial.  If You add services during a Subscription Period (or if You choose to “upgrade” any Rypple Service to a more expensive option), any incremental cost will be charged to Your credit card.

4.2. Overdue Charges. If any amounts invoiced hereunder are not received by SFDC by the due date, then at SFDC’s discretion: (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and/or (b) SFDC may condition future subscription renewals on payment terms shorter than those specified in the “Invoicing and Payment” section above.

4.3. Suspension of Rypple Services and Acceleration. If any charge owing by Customer is 30 days or more overdue (or 10 or more days overdue in the case of charges authorized by Customer to be paid by credit card), SFDC may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable, and suspend Rypple Services until such amounts are paid in full. SFDC will give Customer 10 or more days’ prior notice that its account is overdue in accordance with the “Manner of Giving Notices” section below, before suspending Customer’s Rypple Services.

4.4. Payment Disputes. SFDC shall not exercise its rights under the “Overdue Charges” or “Suspension of Rypple Services” section above if the applicable charges are subject to a reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.

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

5. PROPRIETARY RIGHTS

5.1. Reservation of Rights in Rypple Services. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Rypple Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Customer agrees not to challenge the validity or SFDC’s ownership of the intellectual property rights in the Rypple Services. Without limiting any of its legal, equitable or contractual rights or remedies, SFDC shall have the right to seek immediate injunctive relief in any court of competent jurisdiction to enforce its intellectual property rights in the Rypple Services without being required to post bond.

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

5.3. Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.

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

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

6. CONFIDENTIALITY

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

6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

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

7. WARRANTY AND DISCLAIMERS

7.1. Warranty Disclaimer. THE RYPPLE SERVICES ARE PROVIDED “AS-IS”, “AS AVAILABLE,” EXCLUSIVE OF ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SFDC AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SFDC DOES NOT WARRANT THAT THE RYPPLE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

7.2. Non-GA Rypple Services. From time to time SFDC may give Customer the opportunity to use, at no charge, Rypple products or services that are not generally available to SFDC customers (“Non-GA Rypple Services”). Customer may elect to use Non-GA Rypple Services in Customer’s sole discretion. Any Non-GA Rypple Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. NON-GA RYPPLE SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY OR SUPPORT, AND MAY CONTAIN BUGS OR ERRORS. Non-GA Rypple Services are provided for evaluation and testing purposes and are not intended for production use, may never be made generally available, and may be discontinued at any time.

8. INDEMNIFICATION

You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

9. LIMITATION OF LIABILITY

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

10. TERM AND TERMINATION

10.1. Term of Agreement.  

10.1 You may terminate these terms at any time by canceling the Rypple Services. You will not receive any refunds if you cancel your account.

10.2. You agree that SFDC, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Rypple Services may be without prior notice, and you agree that SFDC will not be liable to you or any third party for such termination.

10.3. SFDC is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Rypple Services which SFDC provides may change from time to time without prior notice to you. Changes to the form and nature of the Rypple Services will be effective with respect to all versions of the Rypple Services; examples of changes to the form and nature of the Rypple Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

10.4. You are solely responsible for exporting Your Data from the Rypple Services prior to termination of your account for any reason.

10.6. Surviving Provisions. The sections titled “Customer Responsibilities,” “Fees and Payment,” “Restrictions,” “Proprietary Rights,” “Confidentiality “Warranties and Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Return of Your Data,” “Surviving Provisions,” “Salesforce.com Contracting Entity, Notices, Governing Law and Jurisdiction” and “General Provisions” shall survive any termination or expiration of this Agreement.

11. SALESFORCE.COM CONTRACTING ENTITY, NOTICES, GOVERNING LAW AND JURISDICTION

11.1. General. Who the salesforce.com contracting entity is under this Agreement, where direct notices should be sent under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, depend on where You, the Customer, are domiciled.

11.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant Services system administrator designated by Customer.

11.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

11.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12. GENERAL PROVISIONS

12.1. Export Compliance. The Rypple Services, other SFDC technology and derivatives thereof may be subject to export laws and regulations of the United States, Canada and other jurisdictions. Each of SFDC and Customer represents that it is not named on any U.S. or Canadian government denied-party list. Customer shall not permit Users to access or use Rypple Services in a U.S.- or Canadian-embargoed country as specified from time to time by the government of the United States Canada or in violation of any U.S. or Canadian export law or regulation.

12.2. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a SFDC employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify SFDC’s Legal Department (legalcompliance@salesforce.com).

12.3. Force-Majeure. SFDC shall not be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any act of God, act of governmental authority, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving SFDC employees), Internet service provider failures or delays, or denial of service attacks, unplanned system down time, or any other cause beyond SFDC’s reasonable control.

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

12.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

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

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

12.8. Attorney Fees. Customer shall pay on demand all of SFDC’s reasonable attorney fees and other costs incurred by SFDC to collect any fees or charges due to SFDC under this Agreement following Customer’s breach of the “Fees and Payment” section.

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

12.10. Modification to Terms. To the maximum extent permitted and enforceable under applicable law, SFDC reserves the right to modify the terms and conditions of this Agreement at any time, effective upon the posting of an updated version of this Agreement. You are responsible for regularly reviewing this Agreement. Continued use of the Rypple Services after any such changes shall constitute your consent to such changes.

12.11 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any online Master Subscription Agreement for Rypple Services electronically accepted by Customer. 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. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit oraddendumshall 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 shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.