Program Year 2018 Salesforce Partner Program Policies

Transcription

1 Program Year 2018 Salesforce Partner Program Policies NOTE TO PARTNERS: Two sets of Salesforce Partner Program Policies are included. The first set applies to the version of the Salesforce Partner Program Agreement with version dates after March 1, 2017, as set forth therein. The second set applies to versions of the Salesforce Partner Program Agreement with a version date of March 1, 2017, as set forth therein. For each set of Program Policies the Consulting Partner Program Policies are listed first, followed by the AppExchange Partner Program Policies (prior to May 2, 2017 the AppExchange Program was known as the ISV Program). Partner must be enrolled in the relevant Salesforce Partner Program for that Program s Policies to apply.

2 Program Year 2018 Salesforce Partner Program Policies The Consulting Partner Program Policies are listed first, followed by the AppExchange Partner Program Policies. Partner must be enrolled in the relevant Salesforce Partner Program for that Program s Policies to apply. These Program Policies apply to versions of the Salesforce Partner Program Agreement with version dates after March 1, 2017, except to the extent they are superseded by a subsequent version of the Salesforce Partner Program Policies as set forth herein. Prior to May 2, 2017 the AppExchange Program was known as the ISV Program.

3 Consulting Partner Program Policies Program Year 2018: March 1, February 28, Version: October 17, 2017 These Consulting Partner Program Policies are current as of the Version Date set forth above and shall remain in effect until or unless they are superseded at this same (or redirected) URL by a version with a later Version Date. SFDC may update or modify these Program Policies in its sole discretion, with or without notice to Partners. Partner must comply with these Program Policies as well as the Salesforce Partner Program Agreement (SPPA) in order to participate in the Consulting Partner Program. Capitalized terms not defined in these Program Policies have the meaning given to them in the SPPA. Consulting Partner Program Overview The Consulting Partner Program is designed for firms that are inspired to lead the next phase of innovation and help companies connect with their customers in entirely new ways by offering implementation, integration and/or custom development services related to the Services. SFDC offers our Partners robust resources, training, and tools, enabling them to develop expertise around specific business functions, product areas, and industries so they can best serve customers and differentiate their practices. Unlike programs developed by traditional software providers, the SFDC Partner Program is built exclusively for the cloud and takes advantage of its unique customer engagement models and economics and potential to deliver customer success. Enrollment and Participation Qualifications To enroll in the Consulting Partner Program, please follow this link and complete the enrollment form. For more detailed information about the steps of the enrollment process please visit the Partner Enrollment page on the Partner Community. Once a Partner is approved to participate in the Consulting Partner Program, such Partner will have up to 6 months to meet the minimum criteria to become a Registered Partner (prospective Consulting Partners who are in that process are referred to in these Consulting Partner Program Policies as Provisional Partners ). The minimum criteria for Registered Partners are as follows: Meet the minimum 2 certification requirement. One individual holding two, or two individuals holding one each, of the following certifications: Sales Cloud Consultant Service Cloud Consultant Platform Developer I Community Cloud Consultant

4 Marketing Cloud Consultant Pardot Consultant Commerce Cloud Digital Developer Order Form for Program Fees signed, returned, and invoice fully paid for by the applicable registered Partner When SFDC confirms that a Provisional Partner meets the applicable Participation Qualifications, the Partner becomes a Registered Partner and is eligible to receive the Consulting Partner Program Benefits applicable to its assigned Partner Tier for the applicable Program Year. If at any time a Partner fails to meet the Participation Qualifications for the Consulting Program and/or its assigned Partner Tier, SFDC may re-assign the Partner to a different Partner Tier, or terminate the Partner s participation in the Consulting Partner Program altogether, with no refund of Program Fees. Provisional Partners who have not met Participation Qualifications within the initial six (6) month period will be deactivated and there will be no refund of Program Fees. If the Provisional Partner fulfills the Participation Qualifications after such six (6) month period and seeks to re-join the Consulting Partner Program in the same Program Year, they will not have to pay the applicable Program Fee again. However, if the Provisional Partner re-joins in a subsequent Program Year, they will have to pay the Program Fee associated with that subsequent Program Year. Partners who are not in good standing are not eligible for ACV credit or Referral Fees for Qualified Purchases that close while their account is not in good standing, and will lose access to the Partner Community. To be in good standing, a Partner must have met all Participation Qualifications and be compliant with timelines communicated for program compliance. Consulting Partners in multiple geographical regions must meet the applicable Participation Qualifications in each region. Program Year and Evaluation Periods Program Year is the annual term of the Consulting Partner Program starting on March 1 and ending on the last day of the following February, notwithstanding the Effective Date of Partner s enrollment in the Partner Program. SFDC s fiscal year ( FY18 ) runs February 1, 2017 to January 31, 2018, and the current Program Year ( PY18 ) runs March 1, 2017 February 28, Partner evaluations are conducted on a quarterly basis, aligning with SFDC s fiscal quarters as set forth in the table below. Evaluations are based on Partner activity during the fiscal quarter. Based on the evaluation, SFDC assigns a Consulting Partnership Value Score ( PVS ) to each Consulting Partner. The PVS determines the Partner s Program Tier. SFDC s determinations during the Partner evaluations are at SFDC s sole discretion.

5 Quarter Ending SFDC Review Conducted New Program Tier goes into Effect* FY17 Annual Evaluation (Q4) January 31, 2017 February 2017 March 1, 2017 (based on FY17 program criteria) Q1 Evaluation April 30, 2017 May 2017 June 1, 2017 (based on FY18 program criteria) Q2 Evaluation July 31, 2017 August 2017 September 1, 2017 (based on FY18 program criteria) Q3 Evaluation October 31, 2017 November 2017 December 1, 2017 (based on FY18 program criteria) FY18 Annual Evaluation (Q4) January 31, February 2018 March 1, (based on FY18 program criteria) *As of the applicable date the benefits of the new Program Tier go into effect, SFDC will have notified Partner of its new Program Tier, AppExchange Listing and Partner Community tier listing. Partner Tiers There are 5 partner tiers in the Consulting Partner Program, which will be assigned based on the Consulting Partner s PVS: TIER REQUIRED PVS SCORE Registered Silver Gold Platinum

6 Global Strategic (at SFDC s discretion and if the Partner has met the requirements) Platinum tier in 2 Top 8 Regions* and Gold in 2 other Top 8 Regions to qualify for consideration. Please contact your Partner Account Manager for information regarding other requirements (such requirements include, but are not limited to a Platinum Sponsorship at Dreamforce and a minimum of 500 certified consultants.) *Top 8 Regions for PY 18: US, Canada, Benelux, DACH, UKI, France, Japan, and Australia Partner Benefits Each Program Tier offers a unique set of Program Benefits to support the growth of our Consulting Partners business, which may include Consulting Services Listing (as defined in the AppExchange Listing Program Benefits). For a full list of Consulting Partner Program Benefits by Program Tier please visit p.force.com/sibenefits. PY 18 Program Fees Consulting Partner Program Fees are based on the Partner s assigned Program Tier as follows: TIER PROGRAM FEE Mature Growth Markets Registered $1,000 USD $750 USD Silver $5,000 USD $3,750 USD Gold $15,000 USD $11,250 USD Platinum $20,000 USD $15,000 USD Global Strategic $25,000 USD (in addition to Dreamforce sponsorship) n/a The annual renewal date for Consulting Partners for an additional Program Year will be March 1st each year. Existing Consulting Partners will be informed of their PY18 Tier on March 1, 2017 and will be

7 notified as to renewal instructions. By April 21, 2017, Consulting Partners who intend to participate in the PY18 Consulting Partner Program must each execute (sign and return) the Order Form associated with their Program Fee. Program Fee. If a Consulting Partner pays the Program Fee associated with an assigned Partner Tier and subsequently as part of a quarterly Partner review, SFDC assigns such Consulting Partner to a higher Partner Tier, no additional Program Fees will be due until the beginning of the next Program Year. In the next Program Year, the Consulting Partner must pay the Program Fee associated with the Partner Tier to which SFDC assigns the Consulting Partner for the applicable Program Year based on SFDC s annual Partner Evaluation. If, notwithstanding the Program Tier Partner is assigned to by SFDC, the Partner wishes to opt for a lower Program Tier, and hence only pay the Program Fee for that lower Program Tier, Partner is not entitled to move to a higher Program Tier in that Program Year without paying the higher Program Tier Program Fee for that entire Program Year (i.e., without being pro-rated). For any Consulting Partner seeking to join the Partner Program after May 1, 2017, following SFDC s acceptance of such Partner into the Consulting Partner Program and assignment to a Partner Tier, SFDC will invoice the Consulting Partner for the annual Program Fees associated with the Consulting Partner s assigned Partner Tier pro-rated to the quarter and including the entire quarter in which the Partner enrolled. Any Partner joining the Partner Program before May 1, 2017, will be charged Program Fees for the entire Program Year. Consulting Partner Program Details Consulting Partners must be in sufficiently good financial standing to participate in any Program Type for which it qualifies. SFDC s Senior Vice President of Partner Programs must approve, endorse, and manage any exceptions to the applicable Participation Qualifications for a given Partner. SFDC may offer a Consulting Partner the chance to participate in the Fullforce initiative, as part of which SFDC designates the Consulting Partner s product or solutions as a Fullforce Certified Solution. Additional information may be found here: SFDC may offer a Consulting Partner the chance to participate in the SFDC Masters Initiative, as part of which SFDC designates the Consulting Partner as a Master, and allows them to earn specializations by product and industry. Additional information may be found here:

8 Referral Fees Referral Fee Overview SFDC compensates Consulting Partners which identify and refer net-new business in the Mature Market and net-new business, add-ons and upgrades in the Growth Market. A Partner may be entitled to a Referral Fee only if they submit a Qualified Lead through the Partner Community which results in a successfully closed new Opportunity for SFDC. This must be in accordance with SFDC s policies and procedures, including SFDC s anti-corruption policies. Referral Fees are calculated as set forth below in the Referral Fee Qualifications Table and are based on a percentage of the First Year Net Revenue. First Year Net Revenue means, with respect to a Qualified Purchase, the subscription fees owed by the referred SFDC Customer for such purchase (net of any discounts, taxes payable and subsequent refunds unless due to incorrect invoicing or a contract breach by SFDC) over the 12-month period beginning on the applicable Order Form start date. First Year Net Revenue does not include fees for support, implementation, customization, training, consulting or other professional services, or fees for third-party products or services. Lead means Partner s referrals for potential or existing Customers with the intent of closing business through SFDC s direct sales organization that Partner submits to SFDC through the Partner Community. Opportunity means, in SFDC s reasonable determination, a Partner Lead for: (i) a sale of Services to a net new SFDC Customer, or to a net new subsidiary, division or other distinct business unit of a preexisting SFDC Customer; or (ii) a purchase of additional Services subscriptions (as opposed to a renewal of pre-existing Services subscriptions), or an upgrade in a SFDC Customer s edition of the Services, in either case for a minimum of a one year subscription term reflected in an Order Form submitted by a pre-existing SFDC Customer, which purchase resulted from Partner s specific sales efforts related to such additional purchase; provided, that the Order Form must be executed within six months of the referral, and the Opportunity cannot be (a) the same as an existing opportunity of SFDC s then currently, or during the prior sixty (60) days, in SFDC s active sales process, or (b) for a purchase by Partner s Affiliate. For clarity, an Opportunity does not include any purchase made by Partner on behalf of a SFDC Customer. Qualified Lead means a Lead that has been approved by SFDC and converted to and associated with an Opportunity by SFDC. Qualified Purchase means, in SFDC's reasonable determination, an Order Form submitted by a Customer for the Services that is fully executed and closed within six (6) months of the Partner s corresponding Opportunity creation.

9 Referral Fee Qualifications Table Criteria Mature Market Growth Market Market Definitions Full SFDC sales coverage Limited local sales coverage by SFDC Geography, region & country based on customer location Includes countries within EMEA 2 and APAC 3 regions based on SFDC sales coverage as of the Version Date. 5 Includes countries within EMEA 2 and APAC 3 and LACA 4 regions based on SFDC sales coverage as of the Version Date. 7 Referral Fee Payment Calculation SOURCED: Partners are eligible to receive 10% payout for First Year Net Revenue if a Qualified Lead is submitted prior to the Opportunity close date. JOINT: No payout for joint sales credit. Joint role is determined by SFDC Account Executive. SOURCED: 25% of First Year Net Revenue if a Qualified Lead is submitted prior to the Opportunity close date. JOINT: 10% of First Year Net Revenue on all orders linked to the partner s joint sales role. Joint role is determined by SFDC Account Executive. Note: Referral Fees are subject to the Referral Fee Caps described below. Note: Referral Fees are subject to the Referral Fee Caps described below. Multi-year Contracts SFDC pays Referral Fees to Partner for each Partner s Qualified Lead for First Year Net Revenue only. SFDC pays Referral Fees to Partner for each Partner s Qualified Lead for First Year Net Revenue only. Add-on/Upgrade Revenue SFDC does not pay Referral Fees to Partners based on add on or upgrade orders If there is a valid and existing Customer contract with SFDC, the referring Partner can submit Qualified Leads via the Partner Community to earn Referral Fees on the Customer s upgrade or add-on orders. Public Sector 8 and Nonprofit Revenue SFDC does not pay Referral Fees to Partners based on public sector 8 or nonprofit orders SFDC does not pay Referral Fees to Partners based on public sector or nonprofit orders Renewals SFDC does not pay Referral Fees to partners based on renewal orders SFDC does not pay Referral Fees to Partners based on renewal orders Partner Involvement in Sales Cycle JOINT SALES: Partner must own a minimum of 50% of the sales cycle (as determined by the responsible JOINT SALES: Partner must own a minimum of 50% of the sales cycle (as determined by the responsible

10 SFDC Account Executive) Activities may include: 1. Sales Call 2. Perform needs analysis 3. Demo 4. On-site sales support SFDC Account Executive) Activities may include: 1. Sales Call 2. Perform needs analysis 3. Demo 4. On-site sales support Referral Fee Caps Referral Fees are capped at maximum amounts based on the transaction currency: USD* = 10,000 per successfully closed Opportunity (Note: SFDC does not pay Referral Fees on orders booked in the USA and Canada) *USD equivalent in transaction currency. Referral Fees are capped at maximum amounts based on the transaction currency: USD* = 100,000 per successfully closed Opportunity *USD equivalent in transaction currency. Minimum Threshold for SFDC Payment of Referral Fee SFDC will pay Referral Fees to a Partner when the cumulative amount due for all closed deals referred by the Partner exceeds $200 USD* in a month based on all eligible orders in Japan, Australia, New Zealand and EMEA. If Partner does not meet the above monthly threshold, the Referral Fee for that month is forfeited. SFDC will pay Referral Fees to a Partner when the cumulative amount due for all closed deals referred by the Partner exceeds $200 USD* in a month based on all eligible orders in APAC, LACA, and EMEA. If Partner does not meet the above monthly threshold, the Referral Fee for that month is forfeited. *USD equivalent in transaction currency. Replacements SFDC does not pay Referral Fees to Partners based on replacement orders 7 Minimum Subscription Term SFDC will not pay a Referral Fee on Orders with less than a one year subscription term (other than for add-on, upgrade or linked Orders as expressly permitted herein). If an Order is for less than one year, payment of Referral Fees is at SFDC s sole discretion. Minimum Deal Size No minimum deal size. Notes: 1 AMER means, generally, the region consisting of United States of America and Canada.

11 2 EMEA means, generally, the region consisting of countries located in Europe (including Russia and other CIS countries, the Middle East and Africa. 3 APAC means, generally, the region consisting of Asian countries (excluding Russia and other CIS countries, Turkey and countries located in the Middle East), Pacific Island nations and territories and countries located in Oceania 4 LACA means, generally, the region consisting of countries located in the Caribbean and in the Americas south of the United States. 5 A partial country listing for the Mature Market is below. A Partner interested in a specific country designation should submit a case via the Partner Community. 6 A partial country listing for the Growth Market is below. A Partner interested in a specific country designation should submit a case via the Partner Community. 7 A replacement order is any order that generates replacement revenue, which is a combination of add-on and renewal revenue. An example would be if a customer replaces its current Order Form with a new, higher value Order Form. 8 Public sector means any government (including any agency or department thereof), political party, enterprise owned wholly or in part or controlled by a government, and public international organization (such as the World Bank), as well as any other entity or person acting on behalf of any such government, political party, enterprise, or public international organization. SFDC will reject any and all Leads submitted by a Partner if the Partner is an employee of the prospective customer referenced in the Lead. To be eligible for payment of Referral Fees, a Partner s Lead must result in a direct SFDC order from the Customer (i.e., the Customer executes an Order Form with SFDC) within six (6) months of when the Partner submitted the Lead. If a Partner s Lead results in an order that goes through a SFDC reseller, the Partner that submitted the first Lead for the deal resulting in the Order may submit a case via the Partner Community requesting SFDC to make an exception regarding payment of a Referral Fee for the deal. Such exception is solely in SFDC s discretion and may be rejected. Partners may submit leads through the Partner Community for internal use User Subscriptions. SFDC will not pay Referral Fees to a Partner based on revenue associated with opportunities for internal use subscriptions, but SFDC will credit the partner such revenue as ACV to help the Partner meet its annual ACV requirements based on its Partner Tier. SFDC s individual classification of a country as being part of a defined Market may change from time to time in SFDC s sole discretion. The following is a partial country and market listing for each Market Definition as of the Version Date: Mature Market Growth Market Australia, Japan, New Zealand, as well as some countries in EMEA, including Andorra, Austria, Belgium, Denmark, Finland, France, Germany, Greenland, Iceland, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Netherlands Antilles, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom All Latin America Countries, Asia Pacific Countries (excluding Australia, Japan and New Zealand), countries located in the Middle East and Africa (including Russia and CIS countries) and all of EMEA (excluding those countries listed as part of the Mature Market above)

12 SFDC will not pay any Partner any Referral Fees based on Leads submitted for end customers located in the following sanctioned countries (including any additional countries added to lists maintained by the Office of Foreign Asset Control (OFAC)) or individuals on Specially Designated Nationals lists or other denied parties lists: o Cuba o Sudan o Iran o Syria o North Korea o The Crimea Referral Fee Payment Policies Responsibility for Payment: SFDC will pay Referral Fees owed to Partner for any Qualified Purchase as set forth herein. For each Qualified Purchase, SFDC can provide a summary report with the payment of the applicable Referral Fee showing how SFDC calculated the payment. If either Party determines an error was made in the calculation of payment, each Party agrees to work diligently and in good faith to establish, and if established, resolve, the error to ensure SFDC makes the payment in accordance with its obligations hereunder. SFDC will be solely responsible for billing SFDC Customers for the Services and collecting payment. Refund of Referral Fee Payment: If for any reason SFDC makes a payment to Partner in error, or in the event a referred SFDC Customer fails to make a required payment of first-year subscription fees to SFDC for a Qualified Purchase within sixty (60) days of the payment due date, or if the applicable SFDC agreement with the SFDC Customer is terminated before the expiration of the agreed subscription term for any reason, SFDC shall be entitled to a refund of the corresponding payments made to Partner. SFDC may, in SFDC s sole discretion, offset such refundable amounts against fees SFDC owes to Partner hereunder, or to invoice Partner for the refundable amounts. If Partner refunds fees to SFDC because of a referred SFDC Customer s nonpayment, and SFDC later collects the corresponding fees from such SFDC Customer, SFDC will repay Partner the applicable fee for such Qualified Purchase less a deduction to cover onehalf of SFDC s collection and administrative costs, such deduction not to exceed one-half of the fee to which Partner would otherwise have been entitled. SFDC s right to a refund, of which SFDC has not notified Partner, with respect to any Qualified Purchase shall expire ninety (90) days after the one-year anniversary of the subscription start date of that Qualified Purchase. Any invoiced amounts are due and payable by Partner within thirty (30) days after the invoice date. Form of Payment: Any payments made to Partner under the Agreement will be made only by check mailed to Partner s address as noted in the Agreement or by bank transfer to Partner s bank account in the country of that address. Checks and wire transfers will be made only in the name as listed in the Agreement. Any other payment arrangements must be pre-approved by SFDC s Legal Department. Exclusions from Payment Obligations: Notwithstanding any other provisions of the Agreement, Partner will not be entitled to Referral Fees or any other compensation on any sale if (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United

13 States or the laws or regulations of Partner s or SFDC Customer s jurisdiction; (ii) the applicable SFDC Customer prohibits the inclusion of such compensation in the price of the contract or excludes such compensation from its payments to SFDC; or (iii) the SFDC Customer has paid or will pay such commissions, Referral Fees, or other compensation directly to Partner. Referral Fees will not be paid unless a Partner is in good standing at the time of SFDC s payment processing. Payment processing occurs within forty-five (45) days of the month-end for the month that the Qualified Purchase closed. An Opportunity will be considered closed and the referring Partner eligible for Referral Fee as of the date on which SFDC receives a fully executed Order Form from the Customer (the Opportunity Closing Date ). To be eligible for payment of Referral Fees, partners must at all times adhere to the terms and conditions of the SPPA, including these Program Policies (as updated from time to time). SFDC does not pay Referral Fees to Consulting Partners assigned to the Global Strategic Partner Tier or the Platinum Partner Tier, except as follows: SFDC will pay Referral Fees to a Consulting Partner assigned to the Platinum Partner Tier for a closed opportunity in a Growth Market country. SFDC does not pay Referral Fees to any Partners for referred or sourced business attributed to them in the United States of America or Canada. While any Consulting Partner may register a Lead and thereafter reference sourced annual contract value ACV credit in the United States and Canada to help the Consulting Partner meet the Participation Qualifications for a Partner Tier, SFDC will not pay Referral Fees to a partner based on any such sourced ACV. SFDC strictly prohibits partners from developing Leads using illegal, unethical, or improper means. In particular, SFDC strictly prohibits bribery. Partners may not promise, give, offer, or authorize the provision of money or anything of value to anyone to improperly influence the award or retention of business, including generating Leads. A Partner must be the first Partner to submit a Qualified Lead using the Partner Community prior to Opportunity Closing Date in order to be eligible for payment of Referral Fees based on the Lead. The percentage used to calculate the applicable Referral Fee and payout cap for any eligible Customer order is based on the Customer s applicable Market Definition (e.g. Mature or Growth). Each Customer falls under a single Market Definition based on the country in which the customer entity placing the order is located. Please see the Referral Program Qualifications Table below for more details. If different Partners submit Leads for the same Customer, only the first Partner to submit a Qualified Lead through the Partner Community will be eligible for Referral Fees based on a successful sale to the Customer. SFDC will determine the amount of Referral Fee payments based on the product tagged on the Opportunity and purchased by the Customer. Partners are responsible for the management of Leads they submit. If a Partner feels a Lead submitted through the Partner Community has not been reviewed in a timely manner and qualified, or has been improperly processed or disqualified, the Partner

14 should submit a case through the Partner Community for review by SFDC s Partner support team in conjunction with SFDC s direct sales organization. A Partner must bring any concerns about a Lead or Opportunity to the attention of SFDC s Partner operations team via a case submitted through the Partner Community within thirty (30) days of the Opportunity Closing Date associated with such Lead or Opportunity. Opportunity Submission: Access to the Partner Community includes access to an online deal registration tool for the purpose of submitting Leads for Opportunities. Partner must complete and submit Leads via the Partner Community for each sales Opportunity. SFDC will then qualify the Opportunity and notify Partner via of the approval or rejection of such Opportunity. If the Parties exchange information regarding Opportunities through the Partner Community, both Parties agree to use the information therein solely for purposes related to the Agreement. In submitting personal data regarding an Opportunity, Partner is responsible for complying with all applicable laws governing Partner s collection, storage, processing, use and transfer of such information. Partner authorizes SFDC to process such data as reasonably required to exercise SFDC s rights and perform SFDC s obligations under the Agreement. SFDC will process and use personal data in accordance with the instructions received from Partner, and will not process or use such data in a manner different from that necessary to carry out SFDC s obligations under the Agreement; provided, however, that SFDC may be required to provide personally identifiable information to third parties to comply with legally mandated reporting, disclosure, or other legal process requirements. As the data provider, Partner warrants that Partner has provided all appropriate notices to the data subjects and has obtained all appropriate consents to transfer the data to SFDC and allow its processing according to the terms of the Agreement. Partners with questions or which are in need of further assistance should submit a case via the Partner Community. Additional Consulting Partner Program Attributes 1. Services, Compliance and Technical Training 1.1 Partner agrees that to the extent they are engaged in marketing, generating Leads for the Services, or otherwise reselling, Partner s sales representatives and other personnel will use reasonable efforts to participate in the basic online training offered for free by SFDC to SFDC s users generally. As SFDC upgrades the Services, SFDC may ask Partner s sales representatives and other personnel to undergo further training based on SFDC Services new features and functions. Partner and Partner s personnel agree to make reasonable, good faith efforts to participate in such further training. 1.2 Partner agrees to use reasonable efforts to advise SFDC of any demonstrations required to market the Services to prospective SFDC Customers, especially those with a sales force or customer service group of greater than twenty (20) people.

15 1.3 Partner agrees that SFDC may request verification that Partner, Partner s sales representatives, and anyone engaged by Partner to work on SFDC s behalf has undertaken compliance training and compliance certifications that align to Partner s compliance obligations under this Agreement. 1.4 To the extent Partner is eligible to receive certain technical support offerings, such programs are provided under SFDC s technical support policies in effect at the time the Services are provided. For clarification technical support does not include support for Non-SFDC Applications or other third party programs or services. SFDC s technical support policies are subject to change at SFDC s discretion. 2. AppExchange Certain Program Types and Partner Tiers entitle Partner to the AppExchange Listing Program Benefit, which allows for the marketing of Partner s products or services on the AppExchange. In addition to the terms in the SPPA and these Program Policies, Partner s use of the AppExchange Listing Program Benefit shall further be subject to the terms and conditions set forth in the AppExchange Addendum. If Partner is not entitled to, or is not utilizing the AppExchange Listing Program Benefit, terms and conditions applicable solely to the AppExchange Listing Program Benefit shall not apply to Partner. 3. Licenses 3.1 SFDC s Licenses to Partner. The licenses and/or access and use rights set forth below are available to Partner depending on Partner s Program Type and/or Partner Tier. A. Services Subscriptions Upon SFDC s providing Partner with log-in credentials to any Services, Partner is granted a non-exclusive, non-transferable limited right to access and use such Services solely for: (i) demonstration of the Services to potential SFDC Customers solely in connection with Partner s participation in the Partner Program, or (ii) training on the use of the Services. Partner s use of any Services subscriptions is further subject to the restrictions set forth in Section 5 of the SPPA and, to the extent such subscriptions have been ordered by Partner from SFDC pursuant to an Order Form, any restrictions set forth in such Order Form. For clarity, Partner may be, or may become entitled to, receive access to the Services under a separate agreement with SFDC. The SPPA and these Program Policies shall govern Partner s access to the Services to the extent subscriptions to Services are provided as a Program Benefit. B. Marketing Services Subject to the terms of the Agreement, SFDC grants Partner a non-exclusive, nontransferable, limited license to use those portions of SFDC s marketing programs, marketing materials and tools, as further described herein ( Marketing Services ) solely for the purpose of creating, executing, and monitoring marketing campaigns related to SFDC s products and services. Partner s use of the Marketing Services shall be subject to the SPPA and these Program Policies and must comply with SFDC s current branding guidelines, including SFDC s Trademark Usage Guidelines (available at SFDC s main website) and SFDC s Partner Branding and Logo Usage Guidelines and Partner Press Release Guidelines (both available through the Partner Community). SFDC may change the usage, branding and press release guidelines and location thereof at any time, and, upon reasonable notice from SFDC, Partner shall promptly modify Partner s use of the Marketing Services to conform to any such changed guidelines. Partner may allow third parties to access the Marketing Services for the purpose of creating, executing, and monitoring marketing campaigns related to SFDC s products and services on Partner s behalf,

16 provided that Partner ensures that all such use is in accordance with the SPPA and these Program Policies. Partner agrees to be responsible for any misuse of the Marketing Services by Partner or any third party using the Marketing Services on Partner s behalf and Partner agrees to use the Marketing Services at Partner s own risk. Partner shall cooperate with SFDC to allow for review of Partner s use of the Marketing Services and compliance with SFDC s quality standards. If SFDC, in SFDC s sole discretion, determines that Partner s use of the Marketing Services does not comply with this Agreement, Partner shall promptly modify or discontinue Partner s use as directed by SFDC. In the event that Marketing Services include payments to Partner, then Partner shall maintain adequate books and records regarding the basis for such payments and shall provide SFDC with copies of such records upon request. 3.2 SFDC Trademark License. Subject to its inclusion as a Program Benefit in Partner s assigned Partner Tier and to the terms of the Agreement, and solely for so long as Partner remains a Partner assigned to Partner s Tier, SFDC grants Partner a limited, nonexclusive, nontransferable, nonsublicensable, royalty-free license during the Program Year to use, solely in connection with Partner s rights, duties and obligations under the SPPA and these Program Policies, such marks identified publicly by SFDC as available for use by Partners within Partner s assigned Partner Tier (see, e.g., Partner Branding and Logo Usage Guidelines) ( SFDC s Marks ) in any jurisdiction in which Partner is authorized to be a Partner and SFDC has rights during the Program Year. This License does not grant rights to use any of SFDC s trademarks that are not SFDC s Marks. Any use by Partner of SFDC s Marks shall be in accordance with SFDC s trademark usage policies, with proper markings and legends, and subject to SFDC s prior written approval. Partner shall not make any express or implied statement or suggestion, or use any of SFDC s trademarks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on SFDC or its business, products or services. Partner shall cease, or adjust the manner of, its use of any of SFDC s Marks at SFDC s request in its sole discretion. SFDC may withdraw any approval of any use of SFDC s Marks at any time in its sole discretion upon written notice to Partner, which withdrawal shall be effective promptly but in no case more than thirty (30) days from the date of SFDC s notice sent in accordance with the Agreement.

17 PROGRAM POLICIES FOR APPEXCHANGE PARTNERS Program Year 2018: March 1, February 28, Version: October 17, 2017 These Program Policies for AppExchange Partners (formerly ISV Partners) are current as of the Version Date set forth above and shall remain in effect until they are superseded at this same (or redirected) URL by a more current version with a later Version Date. SFDC may update or modify these Program Policies in its sole discretion, with or without notice to Partners. Partner must comply with these Program Policies as well as the Salesforce Partner Program Agreement (SPPA) in order to participate in the AppExchange Partner Program. Capitalized terms not defined in these Program Policies have the meaning given to them in the SPPA. AppExchange Partner Program Overview SFDC works with a variety of Partners that are commercial independent software vendors (ISVs) and developers who build applications. Companies and individuals may apply to participate in the AppExchange Partner Program and its AppExchange Partner Categories described in these Program Policies that support different go-to-market strategies. To enroll in the AppExchange Partner Program, a Partner must select AppExchange Partner when it completes its Partner Enrollment Form. When SFDC notifies a Partner that it may participate in the AppExchange Partner Program for the current Program Year and approves the Partner s AppExchange Partner Category, the Partner becomes eligible to receive the Partner Program Benefits for the Partner s applicable Partner Tier. If at any time a Partner fails to meet the Participation Qualifications (see below) for the AppExchange Partner Program or its assigned Partner Tier, SFDC may, in its sole discretion, reassign the Partner to a different Partner Category and/or Partner Tier, or terminate the Partner s participation in the Partner Program altogether. SFDC reserves the right to accept or deny any application to the AppExchange Partner Program, deny any request for access to the Partner Community, or end participation of any Partner in the AppExchange Partner Program. AppExchange Partner Program Participation Qualifications for Program Year 2018 (March 1, Feb 28, 2018 ( PY 2018 )) SFDC requires Partners to meet criteria to participate in the AppExchange Partner Program. These include the following: Completion of SFDC s legal due diligence process Participation in one of the AppExchange Partner Categories described in these Program Policies Approval of the Partner s application through SFDC s Security Review and Assessment

18 There are four AppExchange Partner Program Tiers: Platinum Gold Silver Registered SFDSC determines a Partner s AppExchange Partner Program Tier on an annual basis. SFDC will notify Partners participating in the AppExchange Partner Program by March 1, 2017 of their specific AppExchange Partner Program Tier for PY A Partner s AppExchange Partner Program Tier (set forth in the table below) is based on the ACV the Partner generates during the prior Fiscal Year (February 1, 2016 January 31, 2017). AppExchange Partner Program Tier Table Tier 1 Platinum Gold ACV >= $1 Million Participation Qualifications ACV >= $200,000 to < $1 Million Silver ACV >= $30,000 to < $200,000 Registered ACV < $30,000 Annual Contract Value (ACV) is the annualized net new and add on revenue that is shared as part of your qualifying agreement with SFDC. Partners must continuously comply with the requirements of the AppExchange Partner Program and the AppExchange Partner Program Tier for the duration of the Program Year. SFDC reserves the right to review Partner s compliance at any time. AppExchange Partner Categories The AppExchange Partner Categories are briefly described below. To utilize one or more of the Partner Categories, SFDC must approve a Partner through a separate, additional application process, and, except for free applications as set forth in the description of the ISVForce Partner Category in the table below and Bolt Applications (as defined below), the Partner must sign a separate agreement with SFDC that sets 1 Any exceptions to the applicable Participation Qualifications for a given Partner must be approved by a Salesforce Senior Vice President or above.

19 forth the terms and conditions of the Partner Category. Any Partner interested in leveraging one of these Partner Categories should log a case in the Partner Community to obtain contact information for the applicable SFDC AppExchange Partner Account Manager who can provide the Partner with more information about how to apply. PARTNER CATEGORY ISVForce OEM (Original Equipment Manufacturer) VAR (Value Added Reseller) SUMMARY DESCRIPTION This Partner Category allows a Partner to distribute its application to existing SFDC customers and requires the Partner to pay SFDC fees (including via the Checkout payment services tool) for such distribution, as more fully described in the agreement containing the terms and conditions of the ISVForce Program. As part of the ISVForce Partner Category, Partners may distribute free applications to existing SFDC customers. Partner s distribution of free applications to existing SFDC customers does not require Partner to pay SFDC fees (other than Program Fees) for such distribution; provided, however, that an application is only a free application for the purposes of these Program Policies if the applicable customer can install and/or access and make full use of all of the features and capabilities of the application without paying Partner fees of any kind. A Partner application that integrates to or makes use of any application, service or other product for which Partner collects fees is not a free application. (For example, an application is not a free application if it is provided under a freemium payment model or if it requires purchase of another application from the applicable Partner.) SFDC reserves the right in its sole discretion and at any time to determine whether an application is a free application for the purposes of these Program Policies. This Partner Category allows a Partner to sell a combined solution that includes 1) the Partner s application, and 2) a SFDC user subscription (typically Force.com Embedded Edition) to support use of the application by any customer on a standalone basis in a dedicated SFDC Org or by SFDC customers in the customer s existing SFDC Org. This Partner Category requires the Partner to pay SFDC a percentage of net revenue (PNR) based fee on each sale of the combined solution, as more fully described in the agreement containing the terms and conditions of the OEM Program. This Partner Category allows a Partner to resell Force.com user subscriptions for use with the Partner s custom commercial applications or other service deliverables. This Partner Category requires the Partner to pay SFDC a monthly flat fee for each SFDC user subscription resold by Partner, as more fully described in the agreement containing the terms and conditions of the VAR Program.

20 Bolt This Partner Category allows a Partner to distribute applications that have been pre-approved by SFDC in writing for distribution as part of the Bolt Partner Category (each, a Bolt Application ) to existing SFDC customers solely for use in connection with Partner s provision of professional services to such customers, subject to the following requirements: 1) Prior to distributing any Bolt Application, Partner must submit a detailed description of the Bolt Application to SFDC in the Partner Community Publishing Console and such Bolt Application must be approved in writing by SFDC. Any material modifications to the Bolt Application, and any modifications to the Bolt Application that cause the Bolt Application not to conform with such description, must be submitted to SFDC for review and be approved by SFDC in writing (including via ) prior to distribution. 2) The application may only be provisioned to and used in nonproduction (i.e. sandbox, scratch and developer edition) versions of the Services. 3) Partner must be enrolled at all times in the Consulting Partner Program. 4) The Bolt Application cannot be installable by Customers via the AppExchange. Any AppExchange listing must provide instructions for Customers to obtain and install the Bolt Application excluding downloading from the AppExchange. Partner is solely responsible for providing such method of installation to Customers outside of the AppExchange. 5) Partner may not charge any fees for the Bolt Application. Notwithstanding anything to the contrary in these Program Policies, distribution of a Bolt Application as part of the Bolt Partner Category does not entitle Partner to any AppExchange Partner Program Benefits, except that Bolt Applications will be eligible for the AppExchange Listing Program Benefit, subject to the terms of these Program Policies and the AppExchange Addendum to the SPPA. Partner is not required to enter into a Partner Category Agreement in order to distribute a Bolt Application as described herein. Partner Category Agreement means an agreement containing the terms and conditions of the ISVForce Program, OEM Program or VAR Program. AppExchange Listing Program Benefit

21 To be eligible for the AppExchange Listing Program Benefit (i.e., listing one or more Partner Applications on the AppExchange), the applicable Partner Application must be distributed by Partner pursuant to an ISV Partner Partner Category. Exceptions are subject to SFDC s approval in its sole discretion. AppExchange Partner Program Additional Information Only Partners in good standing will have access to the Partner Community. AppExchange Partners participating in multiple Program Types (e.g., also a Consulting partner) must meet the individual criteria (including any Participation Qualifications) for each Program Type, and if applicable, Partner Tier. AppExchange Partners must be in good financial standing, in SFDC s sole determination, to participate in any Program Type for which it qualifies. In the event that SFDC has a reasonable basis to believe that any Partner has breached its obligations to adhere to applicable anti-corruption laws, SFDC, in its sole discretion, may inspect and make copies of Partner s books, records, and accounts relevant to the potential breach. Such inspection may include interviews of relevant Partner personnel. AppExchange Partner Program Benefits are tools and resources to help AppExchange Partners succeed as SFDC partners. Depending on the applicable Partner Category, these include technology access, product development enablement, marketing support, and go-to-market resources. Partner Program Benefits are designed to support each Partner s employees readiness and effectiveness in their roles using SFDC products and solutions. A Partner may not extend or disclose any discounts or Partner Program Benefits to its customers. Detailed descriptions of the AppExchange Partner Program Benefits can be found in the AppExchange Program Guide on the AppExchange Program Page on Partner Community. If a Partner participating in the AppExchange Partner Program wishes to receive compensation for submitting Leads to SFDC, the Partner must separately participate in the SFDC Consulting Partner Program, and such participation is subject to the Consulting Partner Program Policies. If a Partner wishes to use its application enrolled in an AppExchange Partner Category for its own internal use, the Partner must purchase subscriptions to the SFDC services (e.g., Sales Cloud, Service Cloud, Force.com Platform, etc.) necessary to use the application directly from SFDC under a separate agreement with terms, including pricing, to be negotiated between SFDC and the Partner in good faith. Detailed descriptions of the current AppExchange Partner Program, Participation Qualifications including the Partner Program Tier, specific AppExchange Partner Program Benefits, and other AppExchange Partner Program requirements can be accessed at Partner applications added to a Partner Category on or after March 1, 2017 must be Lightning Ready (Lightning Ready means 100% of the Partner s customers use cases must work as expected in the Lightning Experience user interface). Partners with questions or which are in need of further assistance should submit a case via the Partner Community.

22 Additional AppExchange Partner Program Attributes 1. Services, Compliance and Technical Training 1.1 Partner agrees that to the extent they are engaged in marketing or reselling any Services, Partner s sales representatives and other personnel will use reasonable efforts to participate in the basic online training offered for free by SFDC to SFDC s users generally. As SFDC upgrades the Services, SFDC may ask Partner s sales representatives and other personnel to undergo further training based on the Services new features and functions. Partner and Partner s personnel agree to make reasonable, good faith efforts to participate in such further training. 1.2 Partner agrees to use reasonable efforts to advise SFDC of any demonstrations required to market the Services to prospective SFDC Customers, especially those with a sales force or customer service group of greater than twenty (20) people. 1.3 Partner agrees that SFDC may request verification that Partner, Partner s sales representatives, and anyone engaged by Partner to work on SFDC s behalf has undertaken compliance training and compliance certifications that align to Partner s compliance obligations under the SPPA and these Program Policies. 1.4 To the extent Partner is eligible to receive certain technical support offerings, such programs are provided under SFDC s technical support policies in effect at the time the Services are provided. For clarification technical support does not include support for Non-SFDC Applications or other third party programs or services. SFDC s technical support policies are subject to change at SFDC s discretion. 2. AppExchange Partner may be eligible for the AppExchange Listing Program Benefit as described in the AppExchange Addendum and in the section herein titled AppExchange Listing Program Benefit. In addition to the terms in the SPPA and these Program Policies, Partner s use of the AppExchange Listing Program Benefit shall further be subject to the terms and conditions set forth in the AppExchange Addendum. If Partner is not entitled to, or is not utilizing the AppExchange Listing Program Benefit, terms and conditions applicable solely to the AppExchange Listing Program Benefit shall not apply to Partner. 3. Licenses 3.1 SFDC s Licenses to Partner. The licenses and/or access and use rights set forth below are available to Partner. A. Services Subscriptions Upon SFDC s providing Partner with log-in credentials to any Services, Partner is granted a non-exclusive, non-transferable limited right to access and use such Services solely for: (i) development and/or testing purposes related to Partner s assigned Program Type, (ii) training on the use of the Services, any Partner Applications and other value added materials to Partner s employees, and (iii) license management of Partner s Services offered in connection with Partner s assigned Program Type. Partner s use of any Services subscriptions is further subject to the restrictions set forth in Section 5 of the SPPA and, to the extent such subscriptions have been ordered by Partner from SFDC pursuant to an Order Form, any restrictions set forth in such Order Form.