End User License Agreement / Order Form Supplement

This is a legally binding agreement. Please read it carefully. By clicking “I Agree,” or installing or using the Quip Mobile Application for iOS software and/or any updates to such software (collectively, the “Software”) provided by Salesforce, Inc. and/or its affiliates (collectively, “Salesforce”), you either:

A. TERMS APPLICABLE TO ALL USERS

1. GENERAL TERMS

Apple Inc. (“Apple”) may, at any time and without notice, restrict, interrupt or prevent use of the Software, or delete the Software from your or the Customer’s Apple devices, or require Salesforce to do any of the foregoing, without entitling the Customer or you to any refund, credit or other compensation from Salesforce or any third party (including, but not limited to, Apple or your network connectivity provider).

This End User License Agreement/Order Form Supplement was last updated on March 6, 2017. It is effective between you and Salesforce as of the date you first download, install or use the Software, whichever is earliest. You are responsible for reading and complying with any amended version of this End User License Agreement/Order Form Supplement that is posted at http://www.salesforce.com/company/legal/agreements before such version is made available by Salesforce via the Software.

You acknowledge and agree to Salesforce’s privacy statement available at https://salesforce.quip.com/about/privacy, as may be amended from time to time.

2. TERMS REQUIRED BY APPLE

(a) This Order Form Supplement is between the Customer or Non-Customer User and Salesforce only, and not with Apple. Salesforce is solely responsible for the Software.

(b) Customer’s or Non-Customer User’s use of the Software must comply with the Usage Rules set forth in the Apple Media Services Terms and Conditions. The license granted to the Customer User or Non-Customer User for the Software is a non-transferable license to use the Software on any iOS products that the Customer User or Non-Customer User owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Software may be accessed, acquired, and used by other accounts associated with the Customer User or Non-Customer User via Apple’s Family Sharing program or volume purchasing.

(c) Salesforce is solely responsible for providing, and Apple has no obligation to provide, maintenance and support for the Software. Support requests, as well as questions or complaints regarding the Software, may be directed to Salesforce Customer Support, at help.salesforce.com to inquire via email.

(d) In the event of any failure of the Software to comply with the warranty in the Main Services Agreement, the Customer or Non-Customer User may notify Apple, and Apple will refund the purchase price for the Software to the Customer or Non-Customer User. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and will not be liable for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. Salesforce shall not be required to provide a refund to the Customer or Non-Customer User under any circumstances.

(e) Apple shall not be responsible for addressing any claims by the Customer or Non-Customer User or any third party relating to the Software or the Customer’s possession and/or use of the Software, including but not limited to (i) product liability claims, (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation. Any claims regarding the Software may be submitted via email to legal@salesforce.com.

(f) Apple shall not be responsible for the investigation, defense, settlement or discharge of any claim that the Software, or the Customer’s or Non-Customer User’s possession and use of the Software, infringes a third party’s intellectual property rights.

(g) The Customer or Non-Customer User represents and warrants that (i) the Software will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist-supporting” country, and (ii) neither the Customer, Customer User, nor any Non-Customer User is listed on any U.S. Government list of prohibited or restricted parties.

(h) Salesforce’s address is Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, CA 94105, United States.

(i) Customer User or Non-Customer User must comply with applicable third party terms when using the Software (e.g., if using a Gmail account in connection with the Software, Customer User or Non-Customer User must not be in violation of the applicable Gmail terms of use when using the Software).

(j) Notwithstanding anything to the contrary in the Main Services Agreement, Apple and its subsidiaries are third-party beneficiaries of this Order Form Supplement, and have the right (and shall be deemed to have accepted the right) to enforce this Order Form Supplement against the Customer or Non-Customer User.

3. THIRD PARTY COMPONENTS & DISCLOSURES

The Software includes certain third-party components, and the applicable terms for such components are disclosed at https://www.salesforce.com/company/legal/trust-and-compliance-documentation/.

4. MISCELLANEOUS

To the extent you use the Software to send SMS messages or make cellular voice calls, you may be subject to standard text messaging rates or other carrier charges.

B. TERMS APPLICABLE TO CUSTOMER USERS

5. THIS ORDER FORM SUPPLEMENT

This Order Form Supplement is a part of each Order Form by which the Customer ordered the Quip Mobile Application for iOS service, or a Salesforce service incorporating the Quip Mobile Application service (an “Order Form”). The Order Form and this Order Form Supplement are governed by the Main Services Agreement. This Order Form Supplement adjusts certain terms of the Main Services Agreement, solely with respect to the Software. Capitalized terms used but not defined in this Order Form Supplement have the meanings given to them in the Main Services Agreement.

6. THE SOFTWARE

The Software allows Quip Mobile Application for iOS Customers to use the Software on Supported Devices. A “Supported Device” is a combination of an Apple device model and relevant iOS software version(s) that is supported by the Software. The Software is provided by Salesforce as a component of the applicable service described in the Order Form.

7. WHO YOU ARE CONTRACTING WITH

This Order Form Supplement is being entered into between the Salesforce entity named on the Order Form and the Customer. In this Order Form Supplement, the term “Salesforce” means that entity.

8. SOFTWARE LICENSE

The Software, including software embedded in the Software, is licensed, not sold, to the Customer by Salesforce only under the terms of the Main Services Agreement, the Order Form and this Order Form Supplement, and Salesforce reserves all rights not expressly granted to the Customer. The Customer or you own the media or device on which the Software is recorded or stored but Salesforce and its licensors retain ownership of the Software itself.

9. PERMITTED LICENSE USES AND RESTRICTIONS

(a) This Order Form Supplement allows you, as an authorized User under the Main Services Agreement, to use the Software on any Supported Device and on no other devices, except as otherwise set forth herein.

(b) You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time.

(c) With respect to updates to the Software that Salesforce may make available for download, this Order Form Supplement allows you to download such Software updates to update or restore the Software on any Supported Device.

(d) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, neither you nor any other Customer personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of Salesforce and/or its licensors. If you or any other Customer personnel violate this restriction, you or they, and the Customer, may be subject to prosecution and damages.

(e) Neither you nor the Customer may rent, lease, lend, redistribute or sublicense the Software. The Customer may, however, allow other authorized Users under the Main Services Agreement to use the Software in connection with a re-assignment of the Supported Device to another authorized User under the Main Services Agreement.

(f) The Software is available only for Supported Devices, and is not available for all devices. Please check www.salesforce.com or contact your Salesforce representative to determine whether a specific device-iOS software combination is supported by the Software.

(g) Without limiting the generality of anything herein, you acknowledge and agree that the Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Software.

10. TERM AND TERMINATION

Salesforce may terminate this Order Form Supplement at any time upon 30 days’ notice to Customer without cause, or immediately upon notice to the Customer if any third party (including, but not limited to, Apple, or your network connectivity provider) restricts, prevents or ceases to authorize the installation or use of the Software on your Supported Device or over your network. In addition, this Order Form Supplement shall terminate immediately and automatically upon any termination or expiration of the Customer’s subscription to the Quip Mobile Application for iOS service. Upon any such termination or expiration, the Customer (including you) shall no longer be permitted to use the Software, and shall delete or destroy all copies of the Software in its (including your) possession.

Termination of this Order Form Supplement shall not entitle the Customer to any refund, credit, or other compensation from Salesforce under the Main Services Agreement or any other agreement or from any third party.

11. SERVICE LEVEL AGREEMENT

Any service level agreement in effect between the Customer and Salesforce shall not apply to the Software.

12. USE OF DATA

By using the Software, you acknowledge and agree with the terms of the Quip Privacy Policy located at https://salesforce.quip.com/about/privacy, including that the Software may access the geographic location of a Supported Device to provide you with the features of the Software. Without limiting the generality of the foregoing, the Software may (i) obtain information from, or access data stored on, a Supported Device, (ii) transmit information to and from a Supported Device, including transfer of personal information to other countries, including the United States, for the purpose of hosting and processing the information as set forth in the Quip Privacy Policy, and (iii) provide Salesforce with information related to your use of the Software, information regarding your Supported Device, and information regarding your interaction with the Software, which Salesforce may use to provide and improve the Software and related products. The Software’s access to information through your or the Customer’s device does not cause that information to be Customer Data under the Main Services Agreement or the Quip Privacy Policy.

C. TERMS APPLICABLE TO NON-CUSTOMER USERS

13. LICENSE GRANT & USE RESTRICTIONS

The Software, including software embedded in the Software, is licensed, not sold, to you by Salesforce only under the terms of this End User License Agreement, and Salesforce reserves all rights not expressly granted to you. Salesforce does not own the media or device on which the Software is recorded or stored, but Salesforce and its licensors retain ownership of the Software itself.

(a) This End User License Agreement allows you, as a Non-Customer User, to use the Software on any Supported Device and on no other devices, except as otherwise set forth in section 2. A “Supported Device” is a combination of an Apple device model and relevant iOS software version(s) that is supported by the Software.

(b) You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not sell, resell, rent, lease, lend, redistribute, sublicense, or otherwise make the Software available.

(c) With respect to updates to the Software that Salesforce may make available for download, this End User License Agreement allows you to download such Software updates to update or restore the Software on any Supported Device.

(d) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of Salesforce and/or its licensors. If you violate this restriction, you may be subject to prosecution and damages.

(e) The Software is available only for Supported Devices, and is not available for all devices. Please check www.salesforce.com to determine whether a specific device-iOS software combination is supported by the Software.

(f) Neither Salesforce nor its third party providers warrant the Software will perform in accordance with any specifications, documentation, or other standards, perform in an uninterrupted capacity, be error-free or bug-free, provide complete or accurate data, nor do they make any warranties as to the results to be obtained from the use of the Software. Use of the Software and reliance thereon is at Non-Customer User’s sole risk. Neither Salesforce nor its third party providers will in any way be liable to Non-Customer User or any other entity or person for their inability to use the Software, or for any inaccuracies, errors, omissions, delays, computer viruses or other infirmity or corruption, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Software. The Software is provided on an “as is” basis and without warranty or any technical support of any kind. No warranties, either express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or of any other type is provided hereunder.

(g) Salesforce may terminate this End User License Agreement at any time without cause. Upon any such termination or expiration, you shall no longer be permitted to use the Software, and shall delete or destroy all copies of the Software in your possession.

(h) Termination of this End User License Agreement shall not entitle you to any refund, credit, or other compensation from Salesforce under this agreement or any other agreement or from any third party.

(i) You will defend Salesforce against any claim, demand, suit or proceeding made or brought against Salesforce by a third party alleging that any of your data that you upload into the Software, or your use of the Software in breach of this agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Salesforce”), and will indemnify Salesforce from any damages, attorney fees and costs finally awarded against Salesforce as a result of, or for any amounts paid by Salesforce under a court-approved settlement of, a Claim Against Salesforce, provided Salesforce (a) promptly gives you written notice of the Claim Against Salesforce, (b) gives you sole control of the defense and settlement of the Claim Against Salesforce (except that you may not settle any Claim Against Salesforce unless it unconditionally releases Salesforce of all liability), and (c) gives you all reasonable assistance, at your expense.

(j) Without limiting the generality of anything herein, you acknowledge and agree that the Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Software.

(k) You may not use the Software to submit or link to any content that, in Salesforce’s sole discretion:

any content that Salesforce may reject for any reason in its sole discretion. For clarity, and notwithstanding the foregoing, Customer Users are restricted from using the Software to submit or link to certain content as set forth in the Main Services Agreement.

14. USE OF DATA

The Software may obtain information from, or access data stored on, a Supported Device in order to provide the Quip Mobile Application for iOS. The Software may transmit information to and from your device to provide the Quip Mobile Application for iOS. The Software may provide Salesforce with information related to your use of the Quip Mobile Application for iOS, information regarding your computer system, and information regarding your interaction with the Software, which Salesforce may use to provide and improve the Quip Mobile Application for iOS and related products. The Software’s access to information through your device does not cause that information to be Customer Data under the Salesforce Privacy Statement.