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who owns the code we develop?

another newbie question regarding development.

who owns the code we develop in the platform? if we're using a lot of code and then building our own applications on top of it, do we retain any IP rights to our code or is it considered a derivative work of and owned by them?

these are important issues for us to know if we are going to consider developing on the platform. has anyone else asked this question or know the answer?

thank you,

Interesting.  I don't know the "official" answer, but i'd imagine that if the answer isn't "you do", they might as well pack up and close their doors right now.  :-)  -S

thank you for the reply.

yes, I agree but it would be important to see this spelled out. this could one of those things that is a gray area and I wouldn't want us all to overlook it in a mad rush to get apps online.

thank you,


I would opine that there isn't any real difference between my uploading my Contact list vs. uploading my Apex code.  It's all my *data*, and it's already covered by the Master Agreement ( section 4.

However, it's an interesting mashup of legal terms when I own it, and Salesforce takes no responsibility for it, and yet they parse it and hold metadata about it.   Either way, yes, brighter legal minds could weigh in.  :-)


great comments, Steve. thank you.

do salesforce folks hang out here?

it would seem to be an important topic. I'm surprised there is no business area here for developers, only techie talk. that is as important as the code we write.


Yes, but if you really want an official answer, I'd bet they will refer you to either Support or your Sales rep.

:-)  Steve.

ok. thank you.

I've been trying to answer the same question since last week and have a call into someone @ who, I hope, can give a clear answer.

This thread includes a link to the agreement with some discouraging verbiage:

5. Intellectual Property Ownership alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Technology or the Intellectual Property Rights owned by

If that's their answer, that's will be a shame. There's a lot to love here - and so, there are a lot of reasons to be concerned - especially if someone is successful. What keeps SF from shutting us down and keeping the code? Suppose next year they decide to charge us big time so we decide to remove our code? How can we be sure that it's gone? Lot's more 'what-if's.

The above notes ownership of content. Why is that not a huge red flag for any IT department? If they own my content then that means if times get tough and they can't make their numbers, they have every legal right to sell my contacts or even my entire pipeline to the highest bidder. Doubtless there's a subtlety here that I'm missing... right?

I've spent time looking for some legal definition and I can't find a thing. If they are not proudly putting our protection front and center, that probably means there's a reason for that...
I beleive the section you detail is more about stuff that get's floated on the idea exchange, forums etc, and not data/code put in the application. It'd be the worlds crappiest platform if the platform claims to own all your applications IP.

As Steve already mentioned the MSA is the legal agreement between you and If you have any concerns about it, your own IP atourney /expert would be the person to talk to, it doesn't really matter what someone at Salesforce tells you it means.

This is just my personal opinion, if you want an official response, you'll need to call you sales/support rep.

I agree that it's a matter for an attorney - but absent any docs from, there's nothing for an attorney to do short of arguing what's reasonable in a given state and situation. IP statutes are in constant interpretive flux at the state and fed level. We can't tell SF how to interpret a general statute - especially if they have a blanket statement that says that they own everything we type.
Be careful about your interpretation or mine. They're both irrelevant. If SF can get a lawyer/judge/jury to believe that they own our code because we clicked a box that said we agreed to their terms, that counts more than a couple of geeks whining about what's fair. The real bottom line is: they have more money than I do, so chances are good that they'll prevail in any dispute I might have. Without a doc that says they set up clear boundaries of ownership, 'caveat coder.'
I also agree that it would be silly for Mr. Benioff to assume ownership of all code and content developed... But you can't ever be too careful. Too many examples in business and politics of people doing silly, predatory things that resonable people would never consider possible. People who assume the best about others have their fannies handed to them every day.
As soon as I hear from SF and can find where they protect their APEX partners, I'll add it here.
A customer owns IP rights in applications it develops using the platform. owns the programming language (Apex Code) and components that we provide; however, to the extent a customer develops an original copyrightable work or a new patentable invention using that programming language and/or those components, the customer owns the intellectual property rights in that work or invention.

Hope that makes it clear.  You own the code you develop.  You own data you put in our platform (check out our very open and standards-based APIs).  We own the IP of our platform.  To make our platform successful, customers and partners have to own what they build on it.

Let us know if you have any more questions.
Wonderful! I really appreciate the info, Benji!
Where can I find the agreement where that is specifically spelled out? What are the limitations? If, for instance, I need you to destroy something I made, where are the remedies if I see my work pop up later under your banner?

I'm sure your lawyers have been agonizing over this for years. I assume the resulting agreement/contract is on your site somewhere that I have not been smart enough to find. Could you please point me to the right link(s)?
see section 4 of the MSA (in conjunction with the definitions section at the bottom of the MSA)
Hi Benji,

thank you very much for your response.  that certainly helps to clear some of the fog.

Yes, I have a few questions:

1. beyond the apex language what are the components that are available to us on the new platform for development of new non-CRM apps? My guess is that it may everything that is currently on the platform edition.  but we are looking to develop a new non-crm app so I need to know exactly what "plumbing and electrical" you will be providing.

2. what is the cost of the platform? I've heard it may be $25 per user. In some cases this is reasonable. in others this could become prohibitively expensive. for example our application allows our clients a certain number of user licenses. but they need to be able to give customers (unlimited #) and business partners and resellers (limited number but can be in the tens and hundreds) access to an online piece of the application (order entry, bookings) and wouldn't be able to afford a client license for each one. How do you draw a distinction in functionality?


Simon - I think an optimist might interpret data as being equal to code. Chances are when a $500/hr attorney wants to say that data is defined only as data inside the fields, and NOT code, or IP, or marketing concepts, etc. a court will agree with him/her.
The next paragraph says that even a suggestion belongs to SF. Something significant like tailored solutions built on this magnificent platform must also belong to them as well.

That's why I hope Benji can come through with a doc that can make any developer's lawyer relax.
As fas as i'm aware, the MSA is the only agreement between and users/developers on the platform, so I don't think it matter too much whatever other documents Benji can find.
Let's hope you're wrong.

I bet if you were a developer and took that to your IP attorney he/she would tell you that you'd be working without any real protection.

Kurt asks about user fees. Perfectly legitimate to get a taste of any transaction - but what document limits the amount that a fee can be raised from year to year. Who is to limit SF from raising one developer's fees 500% and another's only 10%?

Where's the verbiage that very clearly tells developers what they must not do with this platform?

No - a company this size has an armada of attorneys. Anticipating worst-case-scnearios is what they do best. A class action on behalf of peevish coders will be something that they are paid big bucks to avoid.

There has to be more than an MSA designed years ago for people who want to enter their sales contacts.

Well, I'm no lawyer, but I believe there is more to it than the MSA agreement.  Specifically, there is a difference between "code ownership" and "running your app on Salesforce through the AppExchange".

Specifically, there is the AppExchange Term of Use agreement.

From this perspective, you have another set of legal terminology to go through if you've put your application on the appExchange.  And, in effect, there is no way to use salesforce as a platform for your customers without accepting those terms.  (Perhaps there could be if your application installed and configured all it's own components through the API, but that's not possible today.)

To my reading, it's focused on the IP issues of running the exchange.  However, lawyers, being good at such things, might find other loopholes, who knows.

Note that they explicitly point out:  5.                  "You acknowledge that the "Test Drive" (or similarly functional) feature of the AppExchange is designed to expose some or all of the functionality of your application to users at no charge and that as a result it may be possible for such users to then develop an application on their own that replicates most or all of your application's functionality."

However they also have:  2.                  You waive any intellectual property or other claims you may have now or in the future against relating to the operation of the AppExchange (excluding claims relating to the content of individual applications), the offering by of other parties' applications on the AppExchange, and the hosting by of user reviews.

And the exclusion seems to protect your content rights.  Of course there's no definition of "Content", and clearly salesforce is sort of appropriating your content everytime they compile your Apex code.  Who owns the internal compiled version of your code?  Or is that part of the "service"?

Perhaps this is one of those "vote with your feet" situations.  If you're not happy with the legal coverage you get from the Salesforce contracts/TOU, then don't use them.  In these days of IP protection, various open source licenses, etc. the legal status of a platform is a valid thing to take into consideration.  The Amazon Elastic Compute Cloud service (EC2) is just a few mouse clicks away.

Either way, I have some work to do.  :-)  Steve.

mbpmmbpm was certainly more germane, but a little old - Jan '06, and seems focused on the capabilities of the App Exchange and related style sheets. They say that they can't really anticipate how it will all evolve and that they reserve the right to adjust the terms at their discretion, so be sure and check back every so often to see what's changed.

How can anyone feel comfortable that SF is operating in anyone's best interests but their own? This is a public company. If some 22 year old stock analyzer thinks they should make off with somebody's code, there's nothing in this doc that says that they cannot.

I've presented several scenarios in my postings. Here's another to consider - success. Suppose somebody writes a runaway best-seller of an APEX app. It instantly renders the entire interface old news. People only want to work with this new interface or they won't use SF at all. SF says they want the APEX app. They are willing to offer as much as $1,000.00 for it, even though the developer is pulling $10M/mo.

Where is the iron-clad covenant doc that keeps the mega-successful developer from being Ballmer-ed?
Thank you all for your excellent comments and questions.

To Salesforce staffers such as Benji:

I hope these questions point to the need for a clear document and policy regarding those of us who want to build on the platform.

You've told us that we own our code but your agreements seem to be vague and not provide the warm, fuzzy feeling that we need.

Since the company has spent so much time and money on promoting to the marketplace, it needs to give the same attention needs to the developer community that will make it a success.  Without an iron-clad set of agreements few, if any, of us will be willing to move our proprietary development onto a hosted platform that could spell the end of our IP rights to our applications.

thank you,