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Salesforce, Inc. & Amazon Web Services, Inc.

Salesforce AWS

Fees/Service Fees Section 5.1 Section 5.1

1) All fees will be paid through Order Forms, 1) Fees and charges will be calculated and
unless otherwise specified billed monthly (unless suspected that the
2) Client is obligated to pay anything account is of fraudulent nature/risk of
purchased (whether used or not used) in non-payment)
the duration of the contract – Fees based 2) Payments will be made without setoff or
on Services and Content subscriptions counterclaim and without deduction or
purchased and not the actual usage withholding
3) No refunds to be issued or cancelations – 3) An increase or additional fees and
Non-cancelable payment obligations charges may occur and AWS will provide
where fees paid are non-refundable 30 days prior notice
4) Deliverables are final upon purchase –
quantities purchased cannot be decreased Conclusion:
during the relevant subscription term This is a subscription wherein charges are calculate
and billed on a monthly basis.
Conclusion:
Every purchase of services and content
subscriptions made by the client in the duration of
the contract with Salesforce will need to be paid in
full and the details within the Order Form are final.
Once paid, fees are non-refundable.
Invoicing and Payment 1) Charges will be made through a credit card Section 5.1
that the Client authorizes
2) Chares will be made in advance, either 1) Payments will be through payment
annually or in accordance to the Order methods AWS supports – only for
Form applicable fees and charges for use of
3) Net 30 Service Offerings
2) Net 30 – as it is billed monthly

Overdue Charges 1.5% interest per month (or the maximum rate Section 5.1
permitted by law) on all late payments
1.5% interest per month (or the highest rate
permitted by law, if less) on all late payments
Suspension of Service and Acceleration 1) Salesforce has the right to accelerate Section 6.1 (c): AWS may suspend End User’s
Customer’s unpaid fee obligations upon access upon notice if End User in in breach of
the following events: payment obligations.
 Payment is 30 days or more
overdue Section 6.2 (a): Upon suspension, End User will
 10 ore more days overdue via remain responsible for all fees and charges
credit card payments incurred during the suspension
2) Suspend services until paid in full
3) Manner of Giving Notice – 10 days prior
notice of overdue payments
Payment Disputes SFDC will not exercise rights under Overdue
Charges or Suspension of Service and Acceleration
IF:
 In good faith and is cooperating diligently
to resolve dispute
Termination Section 11.3 Section 7.2

Any party may terminate this Agreement for cause Any party may terminate this Agreement for cause
through: through:
1) A 30 days written notice to the other party 1) A 30 days written notice to the other
of a material breach if such breach party of a material breach if such breach
remains uncured at the expiration. remains uncured at the expiration.
2) Bankruptcy or any other proceeding
relating to insolvency, receivership, AWS can terminate this Agreement immediately
liquidation, or assignment of benefit to upon notice to End User:
creditors 1) Right to suspend as mentioned in Section
6(b)
2) AWS’ relationship with a third-party
partner who provides software/other
technology used to provide Service
Offerings expires, terminates or requires
us to change the way we provide the
software or other technology
3) To comply with the law or request of
governmental entities
Refund or Payment upon Termination Section 11.4 Section 7.3, (a), (ii)

If terminated by Customer, SFDC will refund End User is responsible for all fees and charges
customer any prepaid fees of all Order Forms after incurred through the Termination Date and post-
the effective date of termination. termination period (Sec. 7.3 (b)).

If terminated by SFDC, Customer will pay any No refund policy stated therein.
unpaid fees covering the remainder of the term of
all Order Forms to the extend permitted by
applicable law.

Termination does not relieve Customer of its


obligation to pay any fees payable to SFDC prior to
effective date of termination.
Post-Termination/Surviving Provisions Section 11.5 Section 7.3 (b)

The following sections will survive any termination: Unless terminated by AWS, after 30 days following
1) Free Services the termination date, AWS will not remove from
2) Fees and Payment the AWS systems any of the Customer’s content
3) Proprietary Rights and Licenses and permit Customer to retrieve content from
4) Confidentiality services paid (all amounts).
5) Disclaimers
6) Mutual Indemnification No surviving provisions stated therein.
7) Limitation of Liability
8) Refund of Payment upon Termination
9) Removal of Content and Non-SFDC
Applications
10) General Provisions

In accordance to the above chart,

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