Terms - Google Workspace Referral Program

This Google Workspace Referral Program Agreement ("Agreement") is entered into by Google and the referring party executing this Agreement ("Participant"). "Google" has the meaning given in the section of https://cloud.google.com/terms/google-entity for agreements covering Google Workspace. This Agreement governs Participant’s participation in the Google Workspace Referral Program described herein (the "Program"). This Agreement is effective when Participant clicks to accept or otherwise agrees to it. If you are accepting on behalf of Participant, you represent and warrant that (i) you have full legal authority to bind Participant to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Participant, to this Agreement.

• 1. Definitions

  • "Eligible Referral" means a net new prospective customer for the Eligible Services, excluding: (a) any customer who is already purchasing Google Workspace in any way, including any customer who previously qualified as an Eligible Referral and is renewing an order that previously qualified as a Valid Transaction; or (b) any Ineligible Referral.

  • "Eligible Services" means the Business Starter, Business Standard, or Business Plus editions of Google Workspace, as further described at https://workspace.google.com/terms/user_features.html.

  • "Fee Assessment Period" means the period starting on the 15th day of the Minimum Purchase Period and ending when the Minimum Purchase Period ends.

  • "Google Workspace" means all Google Workspace services described at https://workspace.google.com/terms/user_features.html

  • "Incentives" means redeemable coupons, promotion codes, or other incentives for use by the Participant in promoting and marketing the Eligible Services under this Agreement.

  • "Ineligible Referrals" means government officials, government-owned or -controlled entities and any of their employees, political parties, and candidates; any other individuals or entities already in Google’s systems in relation to Google Workspace even if no longer purchasing those services (e.g., any customers who have previously purchased any Google Workspace service from Google either directly or via a reseller); and Google representatives, agents, or employees.

  • "Minimum Purchase Period" means the 90-day period starting on the date of completion of a Valid Transaction.

  • "Referral Fees" means the fees to be paid by Google to Participant for Eligible Referrals that result in Valid Transactions.

  • "Resource Portal" means the website provided by or on behalf of Google containing Program resource tools and information.

  • "Third-Party Administrator" means a third party engaged by Google to administer the Program.

  • "Unique Identifier" means the unique URL or coupon to be provided by Google to Participant that will correlate Eligible Referrals submitted by Participant to Participant’s Program account.

  • "Valid Transaction" is a closed purchase of the Eligible Services by an Eligible Referral that originates from Participant’s Unique Identifier and otherwise complies with Section 8.3 (Valid Transactions).

• 2. Program Overview. Subject to the terms of this Agreement, Participant may promote the Eligible Services to Eligible Referrals.  Participant may not promote the Eligible Services to any Ineligible Referrals. Google will provide Participant with a Unique Identifier and may issue Incentives to Participant in accordance with this Agreement. As applicable, and subject to the requirements herein, Participant may include the Unique Identifier on its website and in its marketing materials for the Eligible Services. A Valid Transaction must originate from Participant’s Unique Identifier to qualify for Referral Fees.

• 3. Distribution of Unique Identifier and Incentives. Participant may distribute the Unique Identifier and any Incentives only to Eligible Referrals. All marketing materials (including without limitation the text of email distributions, if any) must be (a) strictly consistent with any Program instructions provided by Google, and (b) compliant with the terms of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. Any email distribution must: (i) offer recipients the ability to opt-out of future Participant communications and (ii) clearly display the Google terms applicable to any Incentives offered. Participant may not distribute the Unique Identifier or any Incentives to any Ineligible Referrals and, at Google’s request, will block distribution of the Unique Identifier or any Incentives to any other third parties specifically identified by Google.

• 4. Compliance. In addition to the other requirements under this Agreement, Participant expressly agrees to comply with the following:

  • 4.1 Anti-Bribery Laws and Reporting. Participant will comply with all applicable commercial and public anti-bribery laws ("Anti-Bribery Laws"), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. "Government officials" include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Participant will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Participant becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, Participant will report the suspicious or fraudulent activity to Google within 24 hours via https://workspace.google.com/landing/partners/referral/contact/ (or a successor URL, as may be updated from time to time).

  • 4.2 Export Control Laws. Participant will comply with all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

  • 4.3 Acceptable Use Policy. Participant will not send, post, transmit or otherwise use any Google provided content, including the Google Brand Features, in connection with any materials, sites, communications or other content that: (a) generate, facilitate, or constitute unsolicited bulk commercial emails; (b) violate, or otherwise encourage the violation of, the legal rights of others; (c) are unlawful, invasive, infringing, defamatory, or fraudulent; or (d) are obscene or pornographic.

• 5. Program Updates. Google in its sole discretion may update the terms of the Program at any time, including but not limited to this Agreement, the Unique Identifier or any Incentives (including their applicable terms) and will publish updates of this Agreement at https://workspace.google.com/landing/partners/referral/terms/ or otherwise inform Participant of updates in writing. Google will use commercially reasonable efforts to inform Participant of an updated Unique Identifier or Incentive (or updated Incentive terms) at least thirty (30) days before the update takes effect.  If Google updates this Agreement, the updated terms will take effect seven (7) days after publication and, if Participant objects to the updated terms, Participant may terminate the Agreement in accordance with Section 10 (Term; Termination).   

• 6. Brand Features. Each party will own all right, title and interest to trade names, trademarks, service marks, logos and domain names it secures from time to time ("Brand Feature(s)"). Subject to the terms of the Agreement, Google grants to Participant a nonexclusive and non-sublicensable license during the Term to display Google’s Brand Features to the extent Brand Features are provided by Google for use with the Program as indicated through the Resource Portal, and solely for the purpose of promoting the Eligible Services in accordance with this Agreement. Additionally, all use of Google Brand Features is at Google’s sole discretion and subject to Google’s Brand Feature use guidelines  at https://services.google.com/fh/files/misc/external_customer_co_branding_eligibility.pdf (or a successor URL, as may be updated from time to time).

  Subject to the terms of the Agreement, Participant grants to Google a nonexclusive and non-sublicensable license during the Term to display Participant’s Brand Features solely for the purpose of marketing the Program or as otherwise mutually agreed upon (including via email).

• 7. Participant Personal Data. Google will use any personal data provided by the Participant in connection with the Program ("Participant Personal Data") only: (a) to administer the Program (including via a Third-Party Administrator); (b) to send Participant communications regarding the Program or Google Workspace services (including suggestions on how to increase performance and promote the Eligible Services); and (c) to the extent that Participant Personal Data is used in connection with payment of any Referral Fees under this Agreement, for purposes of accounting, record-keeping and dispute resolution for a period of ten (10) years following the date of payment. Google’s Privacy Policy at https://www.google.com/policies/privacy/ (or a successor URL, as may be updated from time to time) further describes Google’s processing of Participant Personal Data.

• 8. Payment.

  • 8.1 Referral Fees. Google will pay Participant one-time Referral Fees based on the location of an Eligible Referral, the number of the Eligible Referral’s end users covered by each Valid Transaction, and the number of Valid Transactions, up to a maximum of 100 end users per Valid Transaction and 200 end users for aggregate Valid Transactions per calendar year, as further described at https://workspace.google.com/landing/partners/referral/countries/ (or a successor URL, as may be updated from time to time). 

  • 8.2 Referred Users.  To determine the number of an Eligible Referral’s end users for purposes of Section 8.1 (Referral Fees), Google will, after expiration of the Fee Assessment Period for each Valid Transaction, use the lowest number of end users covered by the Valid Transaction on any day within that Fee Assessment Period.

  • 8.3 Valid Transactions.  A Valid Transaction will only take place when (a) an Eligible Referral: (i) registers online to purchase the Eligible Services for one or more end users directly from Google; (ii) makes a purchase of the Eligible Services originating from the Participant’s Unique Identifier; and (iii) pays in full for the Eligible Services for the Minimum Purchase Period; and (b) all the foregoing relates to a single domain and occurs during the Term of the Agreement.

  • 8.4 Referral Fee Changes.  Google may, in its sole discretion, prospectively increase or decrease Referral Fee amounts at any time in accordance with Section 5 (Program Updates).

  • 8.5 Payment Process. Referral Fees will be paid, exclusive of taxes, on the dates and in the currency set out in the separate agreement between Participant and Google’s Third-Party Administrator (the "Administration Agreement"), subject to Participant’s provision of any relevant payment information in accordance with the Administration Agreement. Google or its Third-Party Administrator may withhold or charge taxes if required by law. The Administration Agreement may include additional terms related to payment or taxes. Google will not be responsible for any payments not received due to Participant failing to provide accurate, complete, or timely payment information to the Third-Party Administrator or any information required under, or by the deadline(s) specified in, the Administration Agreement.

• 9. Restrictions. Participant will not, and will not allow any third party to: (a) "frame," minimize, remove, or otherwise inhibit, the full and complete display of the Unique Identifier; (b) cause any hyperlinks to web pages on the Unique Identifier to create a new browser window; or (c) otherwise display the Unique Identifier or Google Brand Features in a distorted or diluted fashion.

• 10. Term; Termination. The Term will continue until terminated by either party as provided herein. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). In the event of termination: (a) all licenses and rights granted will terminate; (b) each party will cease using any Brand Features of the other party; (c) Participant will lose access to its Program account; and (d) Participant will only be entitled to Referral Fees for Valid Transactions that qualified as such under Section 8.3 (Valid Transactions) prior to the effective termination date (and, if the termination occurs before the end of the Minimum Purchase Period related to any such transaction, Section 8.2 (Referred Users) will not apply). Termination notices to Google must be sent via https://workspace.google.com/landing/partners/referral/contact/ (or a successor URL, as may be updated from time to time).

• 11. Confidentiality. Participant may not disclose any non-public aspect of the Program to any third party, except to its professional advisors under a duty of confidentiality or as necessary to comply with law.

• 12. Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND THE UNIQUE IDENTIFIER  ARE PROVIDED "AS IS" AND AT PARTICIPANT’S OPTION AND RISK AND GOOGLE DOES NOT GUARANTEE ANY RESULTS. FURTHER, GOOGLE DISCLAIMS ANY RESPONSIBILITY OR LIABILITY RELATING TO THE THIRD-PARTY ADMINISTRATOR OR ITS OFFERING(S). EXCEPT FOR SECTION 13 (INDEMNIFICATION), TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY GOOGLE TO PARTICIPANT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.

• 13. Indemnification. Participant will defend, indemnify and hold harmless Google, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of any (a) materials, sites, communications or other content sent, posted, transmitted or displayed by Participant, including any misuse of Google Brand Features or misrepresentation related to Google Workspace or any Incentive; (b) failure to clearly display the text of the Google terms applicable to any Incentive distributed or offered by Participant; or (c) breach of any applicable law by Participant.

• 14. Representations and Warranties. 

  Participant represents and warrants that (a) Participant is not, and does not include, any (i) government official, government owned or -controlled entity, or and employee of the foregoing, (ii) political party or candidate, or (iii) representative, agent, or employee of Google; (b) Participant’s employment contract (if applicable) does not restrict it from participating in the Program; and (c) where Participant is also a representative, agent or an employee of a Google reseller, Participant has obtained a valid consent from its employer to participate in the Program.

• 15. Governing Law and Dispute Resolution.

  ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. Notwithstanding the foregoing sentence, if Participant is located outside of the United States in a region listed in Section I (Governing Law and Dispute Resolution) at the Regional Modifications page at https://cloud.google.com/terms/regional-modifications (or a successor URL, as may be updated from time to time), then the applicable terms on that page will apply.

• 16. Miscellaneous. All notices, unless otherwise stated herein, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Participant will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be void. The Agreement is not intended to benefit, and will not give rise to any rights benefitting, any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of termination of the Agreement, Sections 6 (Brand Features), 7 (Participant Personal Data), and 10 (Term; Termination) through 16 (Miscellaneous) will survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.