Salesforce.com 2005 Annual Report Download - page 203

Exhibit B
Sublicensing Provisions
The following provisions apply with respect to any sublicense of Licensed Space (all capitalized terms herein having the respective meanings specified in the
Master Service Agreement to which this Exhibit B is attached and incorporated by reference).
a. Customer may sublicense the Sublicensed Space to Sublicensees provided that (i) the terms and conditions of such Sublicense will be no less
restrictive than this Agreement, (ii) Customer will not in its dealing with such Sublicensees act or purport to act on behalf of any Equinix Entity or landlords
of any Equinix Entity, (iii) Customer will require the Sublicensees to abide by the rules set forth in the Policies, and (iv) Customer will cause all Sublicensees
to agree in writing that in consideration for the sublicense, Sublicensees waive, to the maximum extent permitted under law, any and all claims of any and all
types against the Equinix Entities and the landlords of any Equinix Entity, at all times, and that in no event will any Equinix Entity, or landlords of any
Equinix Entity, have any liability to such Sublicensees, including liability to such Sublicensees for any damages whatsoever, including direct damages.
b. Notwithstanding anything in this Agreement to the contrary, Customer will remain responsible to the Equinix Entities for the performance of all of
Customer's obligations under this Agreement (including the payment of all amounts owed under this Agreement) and all other agreements between any
Equinix Entity and Customer ("Related Agreements"). No sublicense agreement or arrangement between Customer and any Sublicensees will relieve
Customer from any liability under this Agreement or any Related Agreements. Without limiting the foregoing, Customer is responsible for paying the Service
Fees for all of the Licensed Space (including Sublicensed Space) and the charges for Services for, or relating to, any or all of the Licensed Space (including
Sublicensed Space). In no event will any Equinix Entity be deemed to be providing any Services to any Sublicensee for, or relating to, the Sublicensed Space,
as the provision of any such Services will be deemed to be to Customer for all purposes under this Agreement. In addition, notwithstanding anything in this
Agreement to the contrary, under no circumstances shall any Equinix Entity be deemed to have any obligations to any Sublicensee.
c. Customer must ensure that each and every sublicense agreement or other sublicense arrangement that Customer has with a Sublicensee does not have
any terms and conditions that (i) are inconsistent with this Agreement, or (ii) seek to provide any Sublicensee with rights that Customer does not have under
this Agreement. Without limiting the foregoing or any other restrictions on Sublicensees, no Sublicensee will have any right to use its Sublicensed Space in
any manner that Customer is not permitted to use the Licensed Space.
d. Sublicensees do not have any rights, separate and apart from Customer's rights, to access their Sublicensed Space. Accordingly, only Customer's
Authorized Persons at an IBX Center may access the Sublicensed Space of Sublicensees at such IBX Center. Furthermore, none of the Equinix Entities are
responsible for restricting a Sublicensee's access to Customer's Licensed Space located in a cage or suite to which that Sublicensee has access.
e. Notwithstanding anything in this Agreement to the contrary, a Sublicensee has no right to sublicense, delegate, assign or otherwise transfer its rights
to use the Sublicensed Space to any other person or entity without Equinix's written consent, which consent may be withheld for any reason whatsoever or no
reason. Any such sublicense, delegation, assignment or transfer will be null and void.
f. [Intentionally deleted]
g. Without limiting Customer's indemnification obligations under Section 5, Customer will indemnify and hold harmless the Equinix Parties from any
and all liability, damages, costs and expenses (including reasonable attorneys' fees and expenses) arising from or relating to (i) any claim from any person or
entity, including any Sublicensee, arising from or relating to a sublicense of any Licensed Space by Customer in violation of this Exhibit B; (ii) any claim
from any person or entity, including any Sublicensee, arising from or relating to any sublicense of any Licensed Space by Customer to the extent such claim is
not based on Equinix's or the Equinix Entities' gross negligence or willful misconduct; (iii) any claim by a customer, vendor, third-party provider or end-user
of any Sublicensee, or any person or entity acting on behalf, or at the direction, of any Sublicensee relating to, or arising out of, a Sublicensee's or any of its
customers' services, Customer's or any of its customers' services, or the Services provided under this Agreement (including claims relating to interruptions,
suspensions, failures, defects, delays, impairments or inadequacies in any of the aforementioned services, including the Services from Equinix); and (iv) any
claim by a Sublicensee to the extent that such claim, if sustained, would result in any greater obligation or liability of any Equinix Entity to such Sublicensee
than such Equinix Entity has undertaken to Customer under this Agreement.
B-1