1.1 Scope, Definitions. Your use of any add-on, buildpack, or button available on the Heroku Elements Marketplace in connection with the Heroku Services (the "Heroku Elements") is governed by these default Heroku Elements Terms of Use (the "Terms"), unless separate terms of use for the applicable Heroku Elements are made available by the Provider of such Heroku Elements on the Heroku Elements Marketplace ("Specific Terms of Use"). "Heroku Elements Marketplace" means the online directory, catalog or marketplace of Heroku Elements that interoperate with the Heroku Services, located at https://elements.heroku.com/ or such other URL provided by SFDC. "Provider" means the person or entity that offers a particular Heroku Elements on the Heroku Elements Marketplace. The "Heroku Services" means the Heroku products and services that are ordered by you under an Order Form and made available online by SFDC, as described in the Documentation, pursuant to the applicable master subscription agreement between you and SFDC for the use of such services ("Salesforce Master Subscription Agreement"). "Developer Documentation" means the Provider's technical integration specifications and other documentation for the Heroku Elements. Capitalized terms not defined in these Terms have the meanings given to them in the Salesforce Master Subscription Agreement.
1.2 Terms between You and Provider. You acknowledge for each Heroku Elements you subscribe to, purchase, install or use, (a) these Terms constitute a separate binding agreement solely between you and the Provider of such Heroku Elements, and (b) SFDC is not a party to these Terms, unless SFDC is the Provider of such Heroku Elements and SFDC has not indicated that other terms apply. Your use of the Heroku Elements requires your agreement to these Terms, and your subscription to, purchase, installation, or use of any Heroku Elements constitutes your agreement to these Terms. If you do not agree to or do not have the authority to agree to these Terms, then you are not permitted to subscribe to, purchase, install or use the Heroku Elements. Provider is solely responsible for Provider's Heroku Elements, including, but not limited to, user support for such Heroku Elements, the privacy and security of data processed by the Provider's Heroku Elements and any claims that you or any other party may have relating to the Provider's Heroku Elements or Elements Content (as defined below), or your use thereof. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms. You must not accept these Terms nor access the Heroku Elements Marketplace or use the Heroku Command Line Interface unless you have such authority.
1.3 Non-SFDC Products and Services. The Salesforce Main Services Agreement shall not apply to the Heroku Elements. The Heroku Elements are Non-SFDC Applications and not a service or product or part of any service or product under the Salesforce Main Services Agreement, except as otherwise set forth in the Documentation or on an Order Form. Nothing under these Terms shall add any obligation or liability for SFDC with respect to any Non-SFDC Application. SFDC's responsibilities, obligations and liabilities (if any) with respect to Non-SFDC Applications are only as expressly set forth in the Salesforce Main Services Agreement.
1.4 Export Laws. The Heroku Elements and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list and will not permit any user to access or use any Heroku Elements in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
2.1 You must provide and maintain accurate and complete registration information of your Heroku Elements account. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify SFDC and the Provider of the applicable Heroku Elements immediately.
3.1 You accept and agree to comply with the Salesforce Acceptable Use and External-Facing Services Policy (the "Acceptable Use and External-Facing Services Policy"), the applicable Provider's privacy policy as made available or referenced on the Heroku Elements Marketplace and SFDC's privacy policy available at SFDC privacy policy.
3.2 You agree that you will protect the privacy and legal rights of your users, including providing a legally adequate privacy notice and protection for users. If a user of your Application(s) (as defined below) provides you with any user name, password, or other login information or personal information, you must make the user aware that the information will be available to your Applications(s), the Heroku Elements, Provider and SFDC.
4.1 Fees for Use of the Heroku Elements. You will pay all applicable fees for the Heroku Elements. Fees and consumption of unexpired, valid credits are based on actual usage of the Heroku Elements, solely as measured by SFDC. You are required to maintain a valid credit card on your account at all times that you use the Heroku Elements, unless otherwise agreed with SFDC.
4.2 Credit Card Customers. For credit card customers, fees will be invoiced monthly in arrears and concurrently charged to your credit card. Fees are due on the invoice date. You are responsible for providing to SFDC and maintaining at all times complete, accurate and valid credit card, billing, payment and contact information and notifying SFDC of any changes to such information. You acknowledge and agree that any credit card and related billing, payment and contact information that you provide to SFDC may be shared by SFDC with companies who work on SFDC's behalf, such as payment processors and/or credit agencies, for the purposes of checking credit, effecting and collecting payment to SFDC, and servicing your account and as further provided in the SFDC Privacy Policy.
4.3 Overdue Charges. If any amounts invoiced hereunder are not received by SFDC on the due date (i.e., the charge to your credit card is denied for any reason), then, without limiting SFDC's or Provider's rights or remedies, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) SFDC may suspend your access to the Heroku Elements until such amounts are paid in full and a valid credit card is provided to SFDC. Any outstanding balance becomes immediately due and payable upon suspension or termination of the Heroku Elements for any reason.You are responsible for paying all reasonable expenses and attorneys' fees that SFDC incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights).
4.4 Taxes. Fees for the Heroku Elements do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If Provider or SFDC has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide SFDC with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SFDC and Provider are each solely responsible for taxes assessable against each of them based on each of their income, property and employees.
5.1 Elements Content. You are solely responsible for you and your users' use and submission of all information (including, without limitation, data files, applications, written text, computer software, music, audio files or other sounds, photographs, videos or other images) made available to or submitted by you or users by accessing a part of or through the use of a Heroku Elements ("Elements Content"). Elements Content excludes the web application(s) that you develop using the Heroku Elements and any source code written by you to be used with the Heroku Elements (collectively, "Application(s)"). You agree that you are solely responsible for (and that Provider and SFDC have no responsibility to you or to any third party for) the Applications, or any Elements Content that you or your users create, submit, transmit or display while using the Heroku Services and/or Heroku Elements, and for the consequences of your actions (including any loss or damage which Provider or SFDC may suffer) by doing so. You agree that Provider and SFDC have no responsibility or liability for the security, backup, deletion or failure to store any Elements Content and other communications maintained or transmitted through use of the Applications, Heroku Elements, or Heroku Services.
5.2 Removal of Elements Content. Provider and SFDC reserve the right (but shall have no obligation) to remove any or all Elements Content from the Heroku Elements. You agree to immediately take down any Elements Content that violates the Acceptable Use and External-Facing Services Policy or Developer Documentation, including pursuant to a take-down request from Provider or SFDC. In the event that you elect not to comply with a request from Provider or SFDC to take down such Elements Content, Provider and SFDC reserve the right to directly take down such Elements Content or to disable Heroku Elements and/or Applications, and SFDC reserves the right to disable the Heroku Services. If requested by Provider or SFDC, you shall confirm such deletion and discontinuance of use in writing, and Provider and SFDC shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if Provider or SFDC is required by any third party rights holder to remove Elements Content, or receives information that Elements Content provided to you may violate applicable law or third-party rights, Provider and SFDC may discontinue your access to Elements Content through the Heroku Elements.
5.3 Suspension or Termination of User. In the event that you become aware of any violation of the Acceptable Use and External-Facing Services Policy or Developer Documentation by any user of the Heroku Services, Heroku Elements or Applications, you shall immediately terminate such user's account and access to the Heroku Services, Heroku Elements and Applications. Provider and SFDC reserve the right to disable the Heroku Elements and/or Applications, and SFDC reserves the right to disable the Heroku Services, in response to a violation or suspected violation of the Acceptable Use and External-Facing Services Policy, Developer Documentation or these Terms.
6.1 Reservation of Rights. You acknowledge and agree that Provider (or Provider's licensors) own all legal right, title and interest in and to the Heroku Elements, including any intellectual property rights which subsist in the Heroku Elements (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You acknowledge and agree that SFDC owns all legal right, title and interest in and to the Heroku Element Marketplace, including any intellectual property rights which subsist in the Heroku Elements Marketplace (whether those rights happen to be registered or not, and wherever in the world those rights may exist). No rights are granted to you hereunder other than as expressly set forth herein.
6.2 Your Proprietary Rights. Except as otherwise provided in these Terms, Provider acknowledges and agrees that it does not obtain any right, title or interest from you (or your licensors) under these Terms in or to any Applications or Elements Content that you create, submit, post, transmit or display on, or through, the Heroku Services and/or Heroku Elements, including any intellectual property rights which subsist in that Elements Content and the Applications (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have expressly agreed otherwise in writing with Provider or SFDC, you agree that you are solely responsible for protecting and enforcing those rights and that Provider and SFDC have no obligation to do so on your behalf.
7.1 Limited License from Provider. Subject to these Terms, Provider hereby grants you a limited, personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to use the applicable Heroku Elements as provided to you by Provider in the manner permitted by these Terms, the Documentation and the Developer Documentation.
7.2 Your Responsibilities. You will (a) be responsible for your and your users' use of the Heroku Elements, Elements Content, Applications, and all activities occurring using your account(s), in compliance with these Terms, Specific Terms of Use (to the extent applicable, e.g., open source license terms), Acceptable Use and External Facing Services Policy, Documentation, Developer Documentation, and applicable laws and government regulations; and (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Applications, Heroku Elements and Elements Content, and to notify SFDC and Provider promptly of any such unauthorized access or use. Any use of the Heroku Elements or Elements Content in breach of the foregoing by you or your users that in SFDC's judgment threatens the security, integrity or availability of SFDC's Services (including without limitation, the Heroku Services), Heroku Elements or Heroku Elements Marketplace, may result in SFDC's immediate suspension of your use of or access to SFDC's Services (including without limitation, the Heroku Services), the Heroku Elements and Heroku Elements Marketplace.
7.3 Usage Restrictions. You will not (a) make the Applications, Heroku Elements or Elements Content available to anyone other than you and your users, or use Heroku Elements or Elements Content for the benefit of anyone other than you or your Affiliates, unless expressly stated otherwise in the Documentation or Developer Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Applications, Heroku Elements or Elements Content, or include Heroku Elements or Elements Content in a service bureau or outsourcing offering, (c) use the Heroku Elements or Applications to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Heroku Elements or Applications to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Heroku Elements, Elements Content or data contained therein, (f) attempt to gain unauthorized access to the Heroku Elements or Elements Content or their related systems or networks, (g) permit direct or indirect access to or use of Applications, Heroku Elements or Elements Content in a way that circumvents a contractual usage limit, or use the Heroku Elements or Elements Content to access or use any of SFDC or Provider's intellectual property except as permitted under these Terms, the Documentation or Developer Documentation, (h) modify, copy, or create derivative works based on the Heroku Elements or any part, feature, function or user interface thereof, (i) modify, copy or create derivative works based on Elements Content except as permitted herein or in the Documentation or Developer Documentation, (j) frame or mirror any part of Heroku Elements or Elements Content, and (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile any Heroku Elements or Elements Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Heroku Elements, (3) copy any ideas, features, functions or graphics of the Heroku Elements, or (4) determine whether the Heroku Elements are within the scope of any patent.
7.4 Specific Terms of Use. Open source software licenses for the Heroku Elements or components thereof released under an open source license constitute Specific Terms of Use for such Heroku Elements and/or such components. To the limited extent that such open source software licenses conflict with or expressly supersede the Terms, such open source software licenses govern your use of such Heroku Elements and/or components released under such open source software license.
8.1 License and Permission from You. By subscribing to, using or purchasing any Heroku Elements or submitting, posting or displaying the Elements Content on or through the Heroku Services, Heroku Elements, or Applications, or by creating or using any Application(s) in connection with the Heroku Services or Heroku Elements, you hereby grant to Provider and SFDC a worldwide, royalty-free, sublicensable, transferable, and non-exclusive license to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, host, and make available such Elements Content and Applications as necessary to enable Provider and SFDC to provide you and your users with use of or access to the Heroku Elements Marketplace, Heroku Services, Heroku Elements, Elements Content, and Applications. Provider and SFDC may contact you and your users regarding Provider or SFDC's service features and offerings.
8.2 Your Trademarks. You hereby grant to Provider and SFDC a limited, non-exclusive, royalty-free, sublicensable, transferable, worldwide license to use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of marketing, advertising or publicizing your use of the Heroku Elements or the Heroku Elements Marketplace.
8.3 Ideas. You may choose to, or Provider or SFDC may invite you to, submit comments or ideas about the Heroku Elements, Elements Content, or Heroku Elements Marketplace, including, without limitation, how to improve the Heroku Elements, Heroku Elements Marketplace, or Provider or SFDC's products or services ("Ideas"). You grant to SFDC, Provider and their Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of SFDC, Provider or their respective Affiliates' services.
9.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes data you submit to an Application and Heroku Elements; Confidential Information of Provider includes the Heroku Elements and Provider's Elements Content; and Confidential Information of each party includes these Terms as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this "Confidentiality" section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Heroku Elements or SFDC products or services.
9.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this "Confidentiality" section.
9.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH HEREIN, PROVIDER AND SFDC MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE ELEMENTS CONTENT, HEROKU ELEMENTS AND HEROKU ELEMENTS MARKETPLACE ARE PROVIDED "AS IS," AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
11.1 Indemnification by You. You shall defend Provider and SFDC against any claim, demand, suit or proceeding made or brought against Provider or SFDC by any third party arising from or in any way related to (i) your breach of these Terms, (ii) your use of the Heroku Elements or Heroku Elements Marketplace, (iii) your violation of applicable laws, rules or regulations in connection with the Heroku Elements or Heroku Elements Marketplace, or (iv) your Elements Content or your Applications ("Claim Against Provider or SFDC"), and shall indemnify Provider and SFDC for any damages, attorney fees and costs finally awarded against Provider or SFDC as a result of, and for amounts paid by Provider or SFDC under a court-approved settlement of, a Claim Against Provider or SFDC; provided that Provider or SFDC (a) promptly gives you written notice of the Claim Against Provider or SFDC, (b) gives you sole control of the defense and settlement of the Claim Against Provider or SFDC (provided that you may not settle or defend any Claim Against Provider or SFDC unless it unconditionally releases Provider and SFDC of all liability), and (c) provides to you all reasonable assistance, at your expense.
11.2 Indemnification by Provider. Provider shall defend you against any claim, demand, suit or proceeding made or brought against you by any third party alleging that the use of the Heroku Elements as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of, a Claim Against You; provided that you (a) promptly give Provider written notice of the Claim Against You, (b) give Provider sole control of the defense and settlement of the Claim Against You (provided that Provider may not settle or defend any Claim Against You unless it unconditionally releases you of all liability), and (c) provide to Provider all reasonable assistance, at Provider's expense.
12.1 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE APPLICABLE HEROKU ELEMENTS GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IF SFDC IS NOT THE PROVIDER OF THE APPLICABLE HEROKU ELEMENTS HEREUNDER, SFDC SHALL NOT HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF THE HEROKU ELEMENTS OR HEROKU ELEMENTS MARKETPLACE PURSUANT TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
12.2 PROVIDER SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
12.3 THE LIMITATIONS ON LIABILITY IN SECTIONS 12.1 AND 12.2 ABOVE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT YOU HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1 The Heroku Elements, Elements Content, and Heroku Elements Marketplace may include hyperlinks to other websites or resources. Provider and SFDC have no control over any websites, content or resources which are provided by any company or person other than SFDC.
13.2 You acknowledge and agree that Provider and SFDC are not responsible for the availability of any such websites or resources, and do not endorse any advertising, products, services, content or other materials on or available from such websites or resources.
13.3 You acknowledge and agree that Provider and SFDC are not liable for any loss or damage which may be incurred by you or your users as a result of the availability of, or as a result of any reliance placed by you or your users on the completeness, accuracy or existence of, any advertising, products, services, content or other materials on, or available from, such websites or resources.
14.1 Term, Termination.
14.1.1 These Terms commence and are in effect with respect to the applicable Heroku Elements upon and from the first day you access, provision or use such Heroku Elements, and shall continue until terminated in accordance with these Terms. These Terms will terminate upon the earlier of (a) expiration or termination of your subscription to the Heroku Services, (b) expiration or termination by you of your subscription to the Heroku Elements, (c) termination by Provider or SFDC for your breach of these Terms, including, without limitation, for nonpayment of fees for the Heroku Elements, or as otherwise permitted in these Terms.
14.1.2. You further understand and agree that if SFDC terminates your access to the Heroku Services in accordance with the terms of the Salesforce Main Services Agreement, you also will lose access to the Heroku Elements. You agree that neither SFDC nor provider will be liable to you or any third party for such loss of access.
14.1.3. Upon your request made within 30 days after the effective date of expiration or termination of a Heroku Elements, Provider will make available to you for export or download any data submitted by you to Provider's Heroku Elements. After such 30-day period, Provider will have no obligation to maintain or provide any data submitted by you to Provider's Heroku Elements.
14.2 Entire Agreement. These Terms constitute the entire agreement between you and Provider regarding your use of the Heroku Elements, Elements Content and Applications (but excluding any products or services which Provider or SFDC may provide to you under a separate written agreement), and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Terms. Provider and SFDC from time to time may modify the Heroku Elements, and SFDC from time to time may modify these Terms and the Heroku Elements Marketplace. You acknowledge and agree that these Terms and the form and nature of the Heroku Elements and Heroku Elements Marketplace may change from time to time without prior notice to you. Your continued use of the Heroku Elements and the Heroku Elements Marketplace constitutes your acceptance of such modifications. Modification of any provision of these Terms shall be effective upon posting within the Heroku Elements Marketplace or at https://www.heroku.com/policy or such other URL as SFDC may provide from time to time. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision shall be deemed null and void, and the remaining provisions of these Terms shall remain in full force and effect. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms.
14.3 Third Party Beneficiary. These Terms are between you and Provider. SFDC is not a party to these Terms, however, SFDC is a third party beneficiary to these Terms and has the right (and is deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
14.4 Notices. You agree that Provider and SFDC may provide you with notices by email, regular mail, or postings on the Heroku Elements, Heroku Elements Marketplace, and/or Heroku Services. By providing Provider or SFDC your email address, you consent to use of the email address to send you any notices required by law in lieu of communication by postal mail. Notices to Provider may be addressed as provided in the Heroku Elements Marketplace. Notices to SFDC will be addressed to the attention of the Heroku Elements Marketplace, with a copy to SFDC's General Counsel, at Salesforce, Inc., Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105; fax (415) 901-7040; legal@salesforce.com; or as updated by SFDC via written notice to you.
14.5 Waiver. You agree that if Provider or SFDC does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Provider or SFDC has the benefit of under any applicable law), this will not be taken to be a formal waiver of Provider's or SFDC 's rights or remedies and that those rights or remedies will still be available to Provider or SFDC. All waivers must be expressly made in writing.
14.6 Governing Law, Venue. These Terms are governed by the laws of the State of California without regard to its conflict of laws provisions. You and Provider agree to submit to the exclusive jurisdiction of the courts located within the county of San Francisco, California to resolve any legal matter arising from these Terms.
14.7 Survival. The following Sections shall survive any expiration or termination of these Terms: 1.2 (Terms between You and Provider), 4 (Fees), 6 (Proprietary Rights), 8.3 (Ideas), 9 (Confidentiality), 10 (Warranty Disclaimer), 11 (Mutual Indemnification), 12 (Limitation of Liability), 13 (Other Websites and Resources), and 14 (General).
14.8 Local Law Requirements: Italy. If you are domiciled in Italy, to the extent not already provided therein, the following provisions supplement the following sections of these Terms or are added to these Terms: "Fees for Use of the Heroku Elements", "Overdue Charges", and "Anti-Corruption Laws and "Compliance with Legislative Decree 231/2001". In case of any conflict or discrepancy between the following provisions and these Terms, the following provisions shall prevail.
14.8.1 Invoicing and Payment. The parties acknowledge that invoices are also be submitted electronically by SFDC, in accordance with section "Electronic Invoicing" below, through the Agenzia delle Entrate's Exchange System (SDI -- Sistema di Interscambio) and any delay due to the SDI shall not affect the applicable payment term. Customer shall be responsible for providing complete and accurate billing and contact information to SFDC and shall notify SFDC of any changes to such information.
14.8.2 Electronic Invoicing. The invoice will be issued in electronic format as defined in article 1, paragraph 916, of Law no. 205 of December 27, 2017, which introduced the obligation of electronic invoicing, starting from January 1, 2019, for the sale of goods and services performed between residents, established or identified in the territory of the Italian State. To facilitate such electronic invoicing, you are responsible for providing to SFDC at least the following information in writing: your company name, registered office address, VAT number, tax/fiscal code and any additional code and/or relevant information required under applicable law. In any event, the parties shall cooperate diligently to enable such electronic invoicing process. Any error due to the provision by you of incorrect or insufficient invoicing information preventing (a) SFDC to successfully submit the electronic invoice to the SDI or (b) the SDI to duly and effectively process such invoice or (c) which, in any event, requires SFDC to issue an invoice again, shall not result in an extension of the applicable payment term, and such term shall still be calculated from the date of.
14.8.3 Anti-Corruption Laws and Compliance with Legislative Decree 231/2001. The parties shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including without limitation anti-corruption legislation in force in Italy (as amended from time to time).
14.8.4. Governing Law. These Terms and any disputes arising out of or related hereto, will be governed exclusively by the laws of Italy.
14.8.5 Venue. The ordinary courts located in Milan, Italy will have exclusive jurisdiction over any dispute relating to this Agreement, and each party consents to the exclusive jurisdiction of those courts.
14.8.6 General Terms and Conditions - Acceptance. Customer acknowledges and expressly agrees to the following provisions of these Term as referenced hereunder, pursuant to section 1341 of the Italian Civil Code: (TERMS BETWEEN YOU AND PROVIDER), (NON-SFDC PRODUCTS AND SERVICES), (OVERDUE CHARGES), (ELEMENTS CONTENT), (REMOVAL OF ELEMENTS CONTENT), (SUSPENSION OR TERMINATION OF USER), (RESERVATION OF RIGHTS), (YOUR RESPONSIBILITIES), (SPECIFIC TERMS OF USE), (WARRANTY DISCLAIMER), (MUTUAL INDEMNIFICATION), (LIMITATION OF LIABILITY), (ENTIRE AGREEMENT), (GOVERNING LAW), (VENUE).