EXHIBIT 10.22 

Master Subscription Agreement


SALESFORCE.COM TERMS OF USE:


BY CLICKING THE “I ACCEPT” BUTTON
DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND
CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF SALESFORCE.COM’S ONLINE
SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). 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 THE SUCH ENTITY TO THESE TERMS AND
CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.


Welcome 

As part of the Service, salesforce.com
will provide you with use of the Service, including a browser interface and data
encryption, transmission, access and storage. Your registration for, or use of,
the Service shall be deemed to be your agreement to abide by this Agreement
including any materials available on the salesforce.com website incorporated by
reference herein, including but not limited to salesforce.com’s privacy and
security policies. For reference, a Definitions section is included at the end
of this Agreement 

The Service is offered in several
editions: 

	Unlimited Edition
  
	Enterprise Edition
  
	Professional Edition
  
	Group Edition Featuring Google AdWords
  
	Salesforce Personal Edition (free for one
  individual user) 


In addition, we offer a 30-day free
trial of our Professional Edition and a 7-day free trial of our Group Edition
Featuring Google AdWords with no further obligation. Please see our website for
feature differences between the various editions. 

1. Privacy & Security;
Disclosure

Salesforce.com’s privacy and security
policies may be viewed at http://www.salesforce.com or
http://www.salesforce.com.ie/ (EMEA). Salesforce.com reserves the right to modify its privacy and
security policies in its reasonable discretion from time to time. Individual
users (other than Salesforce Personal Edition users), when they initially log
in, will be asked whether or not they wish to receive marketing and other
non-critical Service-related communications from salesforce.com from time to
time. They may opt out of receiving such communications at that time or at any
subsequent time by changing their preference under Personal Setup. Salesforce
Personal Edition users will not have the option of opting out unless they
terminate their Salesforce Personal Edition account with salesforce.com. Note
that because the Service is a hosted, online application, salesforce.com
occasionally may need to notify all users of the Service (whether or not they
have opted out as described above) of important announcements regarding the
operation of the Service. If you become a paying customer of the Service, you agree that
salesforce.com can disclose the fact that you are a paying customer and the
edition of the Service that you are using.








2. License Grant &
Restrictions

Salesforce.com hereby grants you a
non-exclusive, non-transferable, worldwide right to use the Service, solely for
your own internal business purposes, subject to the terms and conditions of this
Agreement. All rights not expressly granted to you are reserved by
salesforce.com and its licensors. 

You may not access the Service if you
are a direct competitor of salesforce.com, except with salesforce.com’s prior
written consent. In addition, you may not access the Service for purposes of
monitoring its availability, performance or functionality, or for any other
benchmarking or competitive purposes. 

You shall not (i) license, sublicense,
sell, resell, transfer, assign, distribute or otherwise commercially exploit or
make available to any third party the Service or the Content in any way; (ii)
modify or make derivative works based upon the Service or the Content; (iii)
create Internet “links” to the Service or “frame” or “mirror” any Content on any
other server or wireless or Internet-based device; or (iv) reverse engineer or
access the Service in order to (a) build a competitive product or service, (b)
build a product using similar ideas, features, functions or graphics of the
Service, or (c) copy any ideas, features, functions or graphics of the Service.
User licenses cannot be shared or used by more than one Individual User but may
be reassigned from time to time to new Users who are replacing former Users who
have terminated their employment or otherwise changed job status or function and
no longer use the Service. 

You may use the Service only for your
internal business purposes and shall not: (i) send spam or otherwise duplicative
or unsolicited messages in violation of applicable laws; (ii) send or store
infringing, obscene, threatening, libelous, or otherwise unlawful or tortious
material, including material harmful to children or violative of third party
privacy rights; (iii) send or store material containing software viruses, worms,
Trojan horses or other harmful computer code, files, scripts, agents or
programs; (iv) interfere with or disrupt the integrity or performance of the
Service or the data contained therein; or (v) attempt to gain unauthorized
access to the Service or its related systems or networks. 

Certain editions of the Service offer
integration capabilities via an application programming interface, or API. The
number of API calls you can make per account is limited as follows (excluding
calls resulting from use of salesforce.com client applications, such as Offline
Edition, and salesforce.com-certified AppExchange applications): 

	Enterprise Edition (and Professional Edition with
  API access add-on): 1,000 calls/day/User (aggregated over all Users under the
  account), up to an aggregate maximum of 1,000,000 calls/day/account.
  


3. Your
Responsibilities

You are responsible for all activity
occurring under your User accounts and shall abide by all applicable local,
state, national and foreign laws, treaties and regulations in connection with
your use of the Service, including those related to data privacy, international
communications and the transmission of technical or personal data. You shall:
(i) notify salesforce.com immediately of any unauthorized use of any password or
account or any other known or suspected breach of security; (ii) report to
salesforce.com immediately and use reasonable efforts to stop immediately any
copying or distribution of Content that is known or suspected by you or your
Users; and (iii) not impersonate another salesforce.com user or provide false
identity information to gain access to or use the Service. 








4. Account Information and
Data

Salesforce.com does not own any data,
information or material that you submit to the Service in the course of using
the Service (“Customer Data”). You, not salesforce.com, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all
Customer Data, and salesforce.com shall not be responsible or liable for the
deletion, correction, destruction, damage, loss or failure to store any Customer
Data. In the event this Agreement is terminated (other than by reason of your
breach), salesforce.com will make available to you a file of the Customer Data
within 30 days of termination if you so request at the time of termination.
Salesforce.com reserves the right to withhold, remove and/or discard Customer
Data without notice for any breach, including, without limitation, your
non-payment. Upon termination for cause, your right to access or use Customer
Data immediately ceases, and salesforce.com shall have no obligation to maintain
or forward any Customer Data. 

5. Intellectual
Property

Salesforce.com alone (and its
licensors, where applicable) shall own all right, title and interest, including
all related Intellectual Property Rights, in and to the Salesforce.com
Technology, the Content and the Service and any suggestions, ideas, enhancement
requests, feedback, recommendations or other information provided by you or any
other party relating to the Service. This Agreement is not a sale and does not
convey to you any rights of ownership in or related to the Service, the
Salesforce.com Technology or the Intellectual Property Rights owned by
salesforce.com. The salesforce.com name, the salesforce.com logo, and the
product names associated with the Service are trademarks of salesforce.com or
third parties, and no right or license is granted to use them. 

6. Third Party
Interactions

During use of the Service, you may
enter into correspondence with, purchase goods and/or services from, or
participate in promotions of advertisers or sponsors showing their goods and/or
services through the Service. Any such activity, and any terms, conditions,
warranties or representations associated with such activity, is solely between
you and the applicable third party. Salesforce.ecom and its licensors shall have
no liability, obligation or responsibility for any such correspondence, purchase
or promotion between you and any such third party. Salesforce.com does not
endorse any sites on the Internet that are linked through the Service.
Salesforce.com provides these links to you only as a matter of convenience, and
in no event shall salesforce.com or its licensors be responsible for any
content, products, or other materials on or available from such sites.
Salesforce.com provides the Service to you pursuant to the terms and conditions
of this Agreement. You recognize, however, that certain third-party providers of
ancillary software, hardware or services may require your agreement to
additional or different license or other terms prior to your use of or access to
such software, hardware or services. 

Service features that interoperate with
the Google AdWords program depend on the continuing availability of the Google
AdWods application programming interface (“API”) and the program for use with
the Services. If Google Inc. ceases to make the Google AdWords API or program
available on reasonable terms for the Services, Salesforce.com may cease
providing such Service features without entitling you to any refund, credit, or
other compensation. 

7. Changes and Payment of
Fees

You shall pay all fees or charges to
your account in accordance with the fees, charges, and billing terms in effect
at the time a fee or charge is due and payable. The initial charges will be
equal to the current number of total User licenses requested times the User
license fee currently in effect. Payments must be made annually in advance
unless otherwise mutually agreed upon in an Order Form or through the Online
Order Center. All payment obligations are noncancelable and all amounts paid are
nonrefundable. You are responsible for paying all User licenses ordered for the
entire License Term, whether or not such User licenses are actively used. You
must provide salesforce.com with valid credit card or approved purchase
order information as a condition to signing up for the Service. An authorized
License Administrator may add licenses by executing an additional written Order
Form or using the Online Order Center. Added licenses will be subject to the
following: (i) added licenses will be coterminous with the preexisting License
Term (either Initial Term or renewal term); (ii) the license fee for the added
licenses will be the then current, generally applicable license fee; and (iii)
licenses added in the middle of a billing month will be charged in full for that
billing month. Salesforce.com reserves the right to modify its fees and charges
and to introduce new charges at any time, upon at least 30 days prior notice to
you, which notice may be provided by e-mail. All pricing terms are confidential,
and you agree not to disclose them to any third party.








8. Excess Data Storage
Fees

The maximum disk storage space provided
to you at no additional charge is (i) 5 MB per User license for Salesforce
Personal Edition, (ii) 1 GB per 5-User license package for Group Edition
Featuring Google AdWords, or (iii) the greater of 1 GB or an aggregate of 20 MB
per User license, for Professional and Enterprise Edition. If the amount of disk
storage required exceeds these limits, you will be charged the then-current
storage fees. Salesforce.com will use reasonable efforts to notify you when the
average storage used per license reaches approximately 90% of the maximum;
however, any failure by salesforce.com to so notify you shall not affect your
responsibility for such additional storage charges. Salesforce.com reserves the
right to establish or modify its general practices and limits relating to
storage of Customer Data. 

9. Billing and
Renewal

Salesforce.com charges and collects in
advance for use of the Service. Salesforce.com will automatically renew and bill
your credit card or issue an invoice to you each year on the subsequent
anniversary or as otherwise mutually agreed upon. The renewal charge will be
equal to the then-current number of total User licenses times the license fee in
effect during the prior term, unless salesforce.com has given you at least 30
days prior written notice of a fee increase, which shall be effective upon
renewal and thereafter. Fees for other services will be charged on an as-quoted
basis. Salesforce.com’s fees are exclusive of all taxes, levies, or duties
imposed by taxing authorities, and you shall be responsible for payment of all
such taxes, levies, or duties, excluding only United States (federal or state)
taxes based solely on salesforce.com’s income. 

You agree to provide salesforce.com
with complete and accurate billing and contact information. This information
includes your legal company name, street address, e-mail address, and name and
telephone number of an authorized billing contact and License Administrator. You
agree to update this information within 30 days of any change to it. If the
contact information you have provided is false or fraudulent, salesforce.com
reserves the right to terminate y access to the Service in addition to any other
legal remedies. 

Unless salesforce.com in its discretion
determines otherwise: (i) entities with headquarters and a majority of users
resident in the United States will be billed in U.S. dollars and subject to U.S.
payment terms and pricing schemes (“U.S. Customers”); (ii) entities with
headquarters and a majority of users resident in Japan will be billed in
Japanese yen and subject to Japanese payment terms and pricing schemes
(“Japanese Customers”); and (iii) all other entities will be billed in U.S.
dollars, Euros or local currency and be subject to either U.S. or non-U.S.
payment terms and pricing schemes at the discretion of salesforce.com
(“Non-U.S./Japan Customers”). 

If you believe your bill is incorrect,
you must contact us in writing within 60 days of the invoice date of the invoice
containing the amount in question to be eligible to receive an adjustment or
credit. 








10. Non-Payment and
Suspension

In addition to any other rights granted
to salesforce.com herein, salesforce.com reserves the right to suspend or
terminate this Agreement and your access to the Service if your account becomes
delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are
subject to interest of 1.0% per month on any outstanding balance, or the maximum
permitted by law, whichever is less, plus all expenses of collection. You will
continue to be charged for User licenses during any period of suspension. If you
or salesforce.com initiates termination of this Agreement, you will be obligated
to pay the balance due on your account computed in accordance with the Charges
and Payment of Fees section above. You agree that salesforce.com may charge such
unpaid fees to your credit card or otherwise bill you for such unpaid fees.


Salesforce.com reserves the right to
impose a reconnection fee in the event you are suspended and thereafter request
access to the Service. You agree and acknowledge that salesforce.com has no
obligation to retain Customer Data and that such Customer Data may be
irretrievably deleted if your account is 30 days or more delinquent. 

11. Termination upon
Expiration/Reduction In Number of Licenses

This Agreement commences on the
Effective Date. For Salesforce Personal Edition licenses, the term is indefinite
and may be terminated at any time in salesforce.com’s sole discretion. For all
other editions, the Initial Term will be as you elect during the online
subscription process or as otherwise mutually agreed upon in an Order Form. Upon
the expiration of the Initial Term, this Agreement will automatically renew for
successive renewal terms equal in duration to the Initial Term (or one year, if
the Initial Term is greater than one year) at salesforce.com’s then current
fees. Either party may terminate this Agreement or reduce the number of
licenses, effective only upon the expiration of the then current License Term,
by notifying the other party in writing at least five (5) business days prior to
the date of the invoice for the following term. In the case of free trials,
notifications provided through the Service indicating the remaining number of
days in the free trial shall constitute notice of termination. In the event this
Agreement is terminated (other than by reason of your breach), salesforce.com
will make available to you a file of the Customer Data within 30 days of
termination fi you so request at the time of termination. You agree and
acknowledge that salesforce.com has no obligation to retain the Customer Data,
and may delete such Customer Data, more than 30 days after termination.


12. Termination for
Cause

Any breach of your payment obligations
or unauthorized use of the Salesforce.com Technology or Service will be deemed a
material breach of this Agreement. Salesforce.com, in its sole discretion, may
terminate your password, account or use of the Service if you breach or
otherwise fail to comply with this Agreement. In addition, salesforce.com may
terminate a free account at any time in its sole discretion. You agree and
acknowledge that salesforce.com has no obligation to retain the Customer Data,
and may delete such Customer Data, if you have materially breached this
Agreement, including but not limited to failure to pay outstanding fees, and
such breach has not been cured within 30 days of notice of such breach.


13. Representations &
Warranties

Each party represents and warrants that
it has the legal power and authority to enter into this Agreement.
Salesforce.com represents and warrants that it will provide the Service in a
manner consistent with general industry standards reasonably applicable to the
provision thereof and that the Service will perform substantially in accordance
with the online salesforce.com help documentation under normal use and
circumstances. You represent and warrant that you have not falsely identified
yourself nor provided any false information to gain access to the Service and
that your billing information is correct. 








14. Mutual
Indemnification

You shall indemnify and hold
salesforce.com, its licensors and each such party’s parent organizations,
subsidiaries, affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys’ fees and costs) arising out of or
in connection with: (i) a claim alleging that use of the Customer Data infringes
the rights of, or has caused harm to, a third party; (ii) a claim, which if
true, would constitute a violation by you of your representations and
warranties; or (iii) a claim arising from the breach by you or your Users of
this Agreement, provided in any such case that salesforce.com (a) gives written
notice of the claim promptly to you; (b) gives you sole control of the defense
and settlement of the claim (provided that you may not settle or defend any
claim unless you unconditionally release salesforce.com of all liability and
such settlement does not affect salesforce.com’s business or Service); (c)
provides to you all available information and assistance; and (d) has not
compromised or settled such claim. 

Salesforce.com shall indemnify and hold
you and your parent organizations, subsidiaries, affiliates, directors,
employees, attorneys and agents harmless from and against any and all claims,
costs, damages, losses, liabilities and expenses (including attorneys’ fees and
costs) arising out of or in connection with: (i) a claim alleging that the
Service directly infringes a copyright, a U.S. patent issued as of the Effective
Date, or a trademark of a third party; (ii) a claim, which if true, would
constitute a violation by salesforce.com of its representations and warranties;
or (iii) a claim arising from breach of this Agreement by salesforce.com;
provided that you (a) promptly give notice of the claim to salesforce.com; (b)
give salesforce.com sole control of the defense and settlement of the claim
(provided that salesforce.com may not settle or defend any claim unless it
unconditionally releases you of all liability); (c) provide to salesforce.com
all available information and assistance; and (d) have not compromised or
settled such claim. Salesforce.com shall have no indemnification obligation, and
you shall indemnify salesforce.com pursuant to this Agreement, for claims
arising from any infringement arising from the combination of the Service with
any of your products, service, hardware or business process(s). 

15. Disclaimer of
Warranties

SALESFORCE.COM AND ITS LICENSORS MAKE
NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE
SERVICE OR ANY CONTENT. SALESFORCE.COM AND ITS LICENSORS DO NOT REPRESENT OR
WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR
ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM
OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY
STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH
THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS
WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL
CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS-IS” BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SALESFORCE.COM
AND ITS LICENSORS. 

16. Internet
Delays

SALESFORCE.COM’S SERVICES MAY BE
SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS. SALESFORCE.COM IS NOT RESPONSIBLE FOR
ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.








17. Limitation of
Liability

IN NO EVENT SHALL EITHER PARTY’S
AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE
FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR
OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE
OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS
SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE,
OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE
PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

18. Additional
Rights

Certain states and/or jurisdictions do
not allow the exclusion of implied warranties or limitation of liability for
incidental, consequential or certain other types of damages, so the exclusions
set forth above may not apply to you. 

19. Local Laws and Export
Control

This site provides services and uses
software and technology that may be subject to United States export controls
administered by the U.S. Department of Commerce, the United States Department of
Treasury Office of Foreign Assets Control, and other U.S. agencies and the
export control regulations of Switzerland and the European Union. The user of
this site (“User”) acknowledges and agrees that the site shall not be used, and
none of the underlying information, software, or technology may be transferred
or otherwise exported or re-exported to countries as to which the United States,
Switzerland and/or the European Union maintains an embargo (collectively,
“Embargoed Countries”), or to or by a national or resident thereof, or any
person or entity on the U.S. Department of Treasury’s List of Specially
Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders
(collectively, “Designated Nationals”). The list of Embargoed Countries and
Designated Nationals are subject to change without notice. By using the Service,
you represent and warrant that you are not located in, under the control of, or
a national or resident of an Embargoed Country or Designated National. You agree
to comply strictly with all U.S. Swiss and European Union export laws and assume
sole responsibility for obtaining licenses to export or re-export as may be
required. 

The site may use encryption technology
that is subject to licensing requirements under the U.S. Export Administration
Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000


Salesforce.com and its licensors make
no representation that the Service is appropriate or available for use in other
locations. If you use the Service from outside the United States of America,
Switzerland and/or the European Union, you are solely responsible for compliance
with all applicable laws, including without limitation export and import
regulations of other countries. Any diversion of the Content contrary to United
States, Swiss or European Union (including European Union Member States) law is
prohibited. None of the Content, nor any information acquired through the use of
the Service, is or will be used for nuclear activities, chemical or biological
weapons, or missile projects, unless specifically authorized by the United
States government or appropriate European body for such purposes. 







20. Notice

Salesforce.com may give notice by means
of a general notice on the Service, electronic mail to your e-mail address on
record in salesforce.com’s account information, or by written communication sent
by first class mail or pre-paid post to your address on record in
salesforce.com’s account information. Such notice shall be deemed to have been
given upon the expiration of 48 hours after mailing or posting (if sent by first
class mail or pre-paid post) or 12 hours after sending (if sent by email). You
may give notice to salesforce.com (such notice shall be deemed given when
received by salesforce.com) at any time by any of the following: letter sent by
confirmed facsimile to salesforce.com at the following fax numbers (whichever is
appropriate): (415) 901-7040 (for U.S. Customers) or +353 1 2723501 (for
Non-U.S./Japan Customers); letter delivered by nationally recognized overnight
delivery service or first class postage prepaid mail to salesforce.com at the
following addresses (whichever is appropriate): Salesforce.com, Inc., The
Landmark @ One Market, Suite 300, San Francisco, CA 94105; or salesforce.com
Sàrl, Ch. De la Dent d’Oche, CH1024 Ecublens, Switzerland. In either case,
addressed to the attention of: Chief Financial Officer. 

21. Modification to
Terms

Salesforce.com reserves the right to
modify the terms and conditions of this Agreement or its policies relating to
the Service at any time, effective upon posting of an updated version of this
Agreement on the Service. You are responsible for regularly reviewing this
Agreement. Continued use of the Service after any such changes shall constitute
your consent to such changes. 

22. Assignment; Change in
Control

This Agreement may not be assigned by
you without the prior written approval of salesforce.com but may be assigned
without your consent by salesforce.com to (i) a parent or subsidiary, (ii) an
acquirer of assets, or (iii) a successor by merger. Any purported assignment in
violation of this section shall be void. Any actual or proposed change in
control of you that results or would result in a direct competitor of
salesforce.com directly or indirectly owning or controlling 50% or more of you
shall entitle salesforce.com to terminate this Agreement for cause immediately
upon written notice. 

23. General

With respect to Customers in North,
Central or South America (including the Caribbean), this Agreement shall be
governed by California law and controlling United States federal law, without
regard to the choice or conflicts of law provisions of any jurisdiction, and any
disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the exclusive
jurisdiction of the state and federal courts located in San Francisco,
California. With respect to Customers located in Europe, the Middle East or
Africa, this Agreement shall be governed by the laws of Switzerland, without
regard to choice or conflicts of law provisions of any jurisdiction, and any
disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the exclusive
jurisdiction of the courts of Switzerland. With respect to Customers located in
Asia, Australia, New Zealand and the Pacific islands (but not Customers located
in Japan), this Agreement shall be governed by the laws of Singapore, without
regard to the choice or conflicts of law provisions of any jurisdiction, and any
disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the exclusive
jurisdiction of the courts of Singapore. Unless otherwise provided by
salesforce.com in its discretion, Customers in Japan shall be governed by the
Japanese language version of this Agreement accessible through http://www.salesforce.com/jp/. No text or information set forth on any other purchase order,
preprinted form or document (other than an Order Form, if applicable) shall add
to or vary the terms and conditions of this Agreement. If any provision of this
Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then such provision(s) shall be construed, as nearly as possible,
to reflect the intentions of the invalid or unenforceable provision(s), with all
other provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between you and
salesforce.com as a result of this agreement or use of the Service. The failure
of salesforce.com to enforce any right or provision in this Agreement shall not
constitute a waiver of such right or provision unless acknowledged and agreed to
by salesforce.com in writing. The Agreement, together with any applicable Order
Form, comprises the entire agreement between you and salesforce.com and
supersedes all prior or contemporaneous negotiations, discussions or agreements,
whether written or oral, between the parties regarding the subject matter
contained herein.








24. Definitions

As used in this Agreement and in any
Order Forms now or hereafter associated herewith: “Agreement” means these online
terms of use, any Order Forms, whether written or submitted online via the
Online Order Center, and any materials available on the salesforce.com website
specifically incorporated by reference herein, as such materials, including the
terms of this Agreement may be updated by salesforce.com from time to time in
its sole discretion; “Content” means the audio and visual information,
documents, software, products and services contained or made available to you in
the course of using the Service; “Customer Data” means any data, information or
material provided or submitted by you to the Service in the course of using the
Service; “Effective Date” means the earlier of the date this Agreement is
accepted by selecting the “I Accept” option presented on the screen after this
Agreement is displayed or the date you begin using the Service; “Initial Term”
means the contract term, beginning on the contract start date and ending on the
contract end date, specified on the applicable Order Form; “Intellectual
Property Rights” means unpatented inventions, patent applications, patents,
design rights, copyrights, trademarks, service marks, trade names, domain name
rights, mask work rights, know-how and other trade secret rights, and all other
intellectual property rights, derivatives thereof, and forms of protection of a
similar nature anywhere in the world; "License Administrator(s)" means those
Users designated by you who are authorized to purchase licenses online using the
Online Order Center or by executing written Order Forms and to create User
accounts and otherwise administer your use of the Service; "License Term(s)"
means the period(s) during which a specified number of Users are licensed to use
the Service pursuant to the Order Form(s); "Order Form(s)" means the form
evidencing the Initial subscription for the Service and any subsequent order
forms submitted online or In written form, specifying, among other things, the
number of licenses and other services contracted for, the applicable fees, the
billing period, and other charges as agreed to between the parties, each such
Order Form to be Incorporated Into and to become a part of this Agreement (in
the event of any conflict between the terms of this Agreement and the terms of
any such Order Form, the terms of this Agreement shall prevail); "Online Order
Center" means salesforce.com's online application that allows the License
Administrator designated by you to, among other things, add additional Users to
the Service; "salesforce.com" means collectively salesforce.com, Inc., a Delaware
corporation, having its principal place of business at The Landmark @ One
Market, Suite 300, San Francisco, California 94105 and salesforce.com Sàrl, a
limited liability company, having its registered office at Ch. De la Dent
d’Oche, CH1024 Ecublens, Switzerland; "Salesforce.com Technology” means all of
salesforce.com's proprietary technology (including software, hardware, products,
processes, algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or Information) made available to you
by salesforce.com in providing the Service; "Service(s)" means the specific
edition of salesforce.com's online customer relationship management, billing,
data analysis, or other corporate ERP services identified during the ordering
process, developed, operated, and maintained by salesforce.com, accessible via
http://www.salesforce.com or another designated web site or IP address, or ancillary
online or offline products and services provided to you by salesforce.com, to
which you are being granted access under this Agreement, including the
Saleforce.com Technology and the Content; "User(s)" means your employees,
representatives, consultants, contractors or agents who are authorized to use
the Service and have been supplied user identifications and passwords by you (or
by salesforce.com at your request). 







Questions or Additional Information:


If you have questions regarding this
Agreement or wish to obtain additional information, please send an e-mail to info@salesforce.com or info@emea.salesforce.com (EMEA).