Salesforce.com 2005 Annual Report Download - page 187

EXHIBIT 10.8
REDACTED COPY CONFIDENTIAL TREATMENT REQUESTED
*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
MASTER SERVICE AGREEMENT
This Master Service Agreement ("Agreement") is entered into on May 17, 2005 ("MSA Effective Date" and commencement date) by and between the
Equinix Entities and the undersigned customer ("Customer"), and includes the following exhibits:
a. Exhibit A – Confidentiality Provisions;
b. Exhibit B – Sublicensing Provisions;
c. Exhibit C – Service Level Agreement; and
d. Exhibit D – Policies.
Capitalized terms used herein but not otherwise defined will have the meaning ascribed to them in Section 10.
1. Services.
a. Subject to the terms and conditions set forth in this Agreement, Equinix will provide the Services to Customer.
b. All Services performed the Equinix Entities for Customer will be performed (i) in a workmanlike manner in accordance with industry standards and
practices applicable to the performance of such Services; (ii) in accordance with this Agreement (including applicable Orders); and (iii) in accordance in all
material respects with applicable laws.
c. Equinix will maintain the IBX Centers in a reasonably neat and orderly manner, and Equinix Entities will behave in a courteous and professional
manner within the IBX Centers and the IBX Center Properties.
d. In the event that Equinix and Customer do not specifically agree to a time in which Equinix will begin performance of a Service, Equinix agrees to
work with reasonable diligence to begin performance of such a Service.
e. Upon reasonable prior notice from Customer (but in all cases upon at least one (1) week's prior notice) and with reasonable frequency (but at least
once per quarter), Equinix will provide Customer and/or Customer's authorized agents with reasonable access to documentation regarding Equinix's policies,
controls and processes to assist Customer with its SAS70 compliance. Customer may provide access to such documentation to its auditors and advisors,
however, Customer will be responsible for ensuring that the information contained in such documentation is kept confidential by such auditors and
advisors. At each such review, to the extent required by Customer's auditors Equinix agrees to sign reasonable and customary letters of representation that the
audited controls were in place during the reviewed period and that the audited process records to which Customer was given access, were accurate as of the
date of such review.
2. Ordering.
a. Customer may request Services during the Term by (i) executing a Sales Order, (ii) placing an Online Order, or (iii) placing a Phone Order. Each
Order, which will only be effective when accepted by Equinix, will be governed by the terms and conditions of this Agreement.
b. Equinix will provide Customer with an account and password to access the Customer Care Website. Customer is responsible for maintaining the
confidentiality of its account and password and for restricting and granting access thereto. Notwithstanding anything in this Agreement to the contrary,
Customer is responsible and liable for all activities that occur under Customer's account (including all payments owed for any Orders that are placed under
Customer's account, regardless of whether such activities are conducted by Customer, a Sublicensee or any other third party, and regardless of whether such
Orders are authorized by Customer. Notwithstanding the foregoing, Customer is neither responsible nor liable for activities caused by a breach in Equinix's
security policies governing the Customer Care Website (including, but not limited to, hacking) or activities caused by Equinix's gross negligence. None of the
Equinix Entities have any obligation to verify that anyone using Customer's account and password has Customer's authorization. Equinix shall send Customer
an electronic mail confirmation to confirm Online/Phone Orders. Such confirmation shall be sent to the person authorized by Customer to place Online/Phone
Orders who is designated on the Order.
3. Payment Terms and Taxes.
a. Unless otherwise agreed between the parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. If
Equinix fails to deliver a Service by the applicable Billing Commencement Date, and such failure is not caused by Customer or Customer's contractors or
agents, Customer shall not be obligated to pay for such Service until Equinix delivers such Service. Equinix will invoice Customer for the Services on a
monthly basis (partial months will be billed on a pro rata basis) and Customer will pay for the Services in accordance with this Section 3 and the Orders.
Customer will pay in full all invoices from Equinix within [***] of the date of invoice. Any past due amounts owed by Customer will accrue interest at the
lesser of [***] per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. In the
event that a Billing Dispute is resolved in Equinix's favor, Customer shall immediately pay Equinix the full amount that is the subject of the Billing Dispute
which such amount will accrue interest at a rate of [***] per month.
b. The Service Fees for Services ordered through Sales Orders will be listed on the Sales Orders. For all other Orders, the Service Fees for Services will
be the price for such Services agreed to by the parties in writing or in an Order Confirmation. Customer agrees to pay for and Equinix shall provide the
Services for the duration of the Term. Notwithstanding anything in this Agreement to the contrary, for each Service, excluding Power Services, upon the
expiration of the initial Service Term, the rates and fees for such Service will be subject to change, at a rate not to exceed [***] per year upon ninety
(90) days' prior notice to Customer.