This Domain Reseller Agreement (the 'Agreement') is entered into between you, the entity or person agreeing to this Agreement ('Customer' or 'you') and Google. 'Google' has the meaning given at https://cloud.google.com/terms/google-entity. Any references to 'we', 'us' or 'our' in this Agreement means Google. This Agreement governs Google's resale of domain name registration services ('Domain Services') provided by the applicable third-party registrar identified at the time of your purchase or renewal ('Registrar').

• 1. Domain Services.

  • 1.1 Reseller of Domain Services. This Agreement establishes the terms under which Google resells access to the Domain Services as an authorised reseller of the Registrar. As a reseller, Google is not acting as a registrar for any domain names but may perform certain functions or services on behalf of the Registrar.

  • 1.2 Registrar Terms. The Domain Services will be provided by the Registrar. All access and use of the Domain Services is governed by and subject to the applicable Registrar's terms and conditions. The Customer must comply with, and agrees to be bound by, those terms and conditions. Google is not a party to your agreement with any Registrar and will have no liability for the Registrar's performance.

  • 1.3 Registrar Privacy Policy. The Customer acknowledges that Google will provide the Customer's name and contact details to the Registrar as part of the domain name registration. The Registrar's processing of that information is subject to its applicable privacy policies.

• 2. Payments.

  • 2.1 Billing and payments. When you complete your purchase, you will be committed to purchasing the Domain Services, including all applicable taxes, for an annual billing period. You may pay for the Domain Services using a credit card, debit card or as otherwise provided on the order page. All payments due are in US dollars unless otherwise indicated on the order page. Unless you cancel your renewal as described in Section 2.3 (Cancellation of Renewal), at the end of each annual billing period, your Domain Services purchase will automatically renew for additional annual billing periods and Google will bill you for the then-current fee for renewal when such payment is due. All payments are final and Google will not issue any refunds.

  • 2.2 Price changes. Google reserves the right to change (i.e. increase or decrease) the charge for Domain Services from time to time. Any changes to fees will only apply to the next payment due from you following reasonable notice to you.

  • 2.3 Cancellation of renewal. You must cancel at least five working days before the end of your billing period to avoid being charged for the next renewal period. You can cancel via the Admin Console. If you cancel, you are not entitled to a refund for the fees that you have already paid, but, subject to this Agreement and the applicable Registrar's agreements, you will continue to receive access to the Domain Services until the end of your current billing period.

• 3. Confidential Information.

  • 3.1 Definitions.

    • 3.1.1. 'Confidential Information' means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient.

    • 3.1.2. 'Legal Process' means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant or other valid legal authority, legal procedure or similar process.

  • 3.2 Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and to fulfil its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its affiliates, employees, agents or professional advisors ('Delegates') who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement.

  • 3.3 Required disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process, provided that the recipient uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation or (iii) lead to death or serious physical harm to an individual.

• 4. Disclaimer. TO THE EXTENT ALLOWED BY APPLICABLE LAW, GOOGLE'S PERFORMANCE IN CONNECTION WITH THIS AGREEMENT IS 'AS IS' WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FOR EXAMPLE, GOOGLE DOESN'T MAKE ANY WARRANTIES ABOUT THE CONTENT OR FEATURES OF ITS PERFORMANCE OR THE REGISTRAR'S DOMAIN SERVICES, INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS.

• 5. Indemnification. You will defend, indemnify and hold harmless Google and its subcontractors, and its and their respective directors, officers, employees, agents and affiliates, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or related to:

  • • your registration of a domain name and use of the Domain Services;

  • • your violation of any third-party right, including intellectual property rights.

• 6. Limitation of liability.

  • 6.1 Limitation on indirect liability. GOOGLE, AND ITS AFFILIATES AND SUPPLIERS, WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

  • 6.2 Limitation on amount of liability. THE TOTAL LIABILITY FOR GOOGLE, AND ITS AFFILIATES AND SUPPLIERS, FOR ANY CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LOWER OF (I) THE AMOUNT PAID BY YOU IN CONNECTION WITH THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (II) US$5,000.

  • 6.3 Exceptions to limitations. These limitations of liability do not apply to your violation of Google's or its affiliates' intellectual property rights, your indemnification obligations or your payment obligations.

• 7. General.

  • 7.1 Notices. To facilitate proceedings, the parties both are asked but not required to submit notices in English in writing and address them to the other party's legal department and primary point of contact. The email address for notices being sent to Google's Legal Department is legal-notices@google.com.

  • 7.2 Assignment. You may not assign any part of this Agreement without Google's prior written consent. Any other attempt to assign is void.

  • 7.3 Force majeure. No party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

  • 7.4 No waiver. No party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

  • 7.5 No agency. This Agreement does not create any agency, partnership or joint venture between the parties.

  • 7.6 Emails. The parties may use emails to satisfy written approval and consent requirements under this Agreement.

  • 7.7 Subcontracting. Google may subcontract obligations under this Agreement but will remain liable to Customer for any subcontracted obligations.

  • 7.8 Third-party Beneficiary. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

  • 7.9 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.

  • 7.10 US governing law. Subject to Section 7.15 (Region-specific Terms), the following applies to disputes between the parties:

    • (a) For US city, county and state government entities. If the Customer is a US city, county or state government entity, then this Agreement will be silent regarding governing law and venue.

    • (b) For US federal government entities. If the Customer is a US federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR GOOGLE'S PERFORMANCE WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR GOOGLE'S PERFORMANCE, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

    • (c) For all other entities. If the Customer is any entity not identified in Section 7.10(a) (US governing law for US city, county and state government entities) or (b) (US governing law for federal government entities), then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR GOOGLE'S PERFORMANCE 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, US; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

  • 7.11 Conflicting languages. If this Agreement is translated into any language other than English and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.

  • 7.12 Equitable relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

  • 7.13 Modifications. Google may change the terms of this Agreement from time to time and will post any such changes at https://workspace.google.com/terms/domain_reseller_agreement.html. These changes will only take effect at the beginning of the Customer's next billing period, at which time the Customer's renewal will constitute its acceptance of the changes. Except as stated in this Section, any amendment to this Agreement must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

  • 7.14 Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.

  • 7.15 Region-specific Terms. The Customer agrees to the following modifications to this Agreement if the Customer's billing address is in the applicable region as described below:

    • Asia Pacific (all regions excluding Australia, Japan, India, New Zealand, Singapore) and Latin America

      • Section 7.10 (US governing law) is replaced as follows:

      • 7.10 Governing law and arbitration.

      • (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THIS AGREEMENT) ('Dispute') WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, US, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.

      • (b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ('Rules').

      • (c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, US.

      • (d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Agreement.

      • (e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator's powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, US, are competent to grant any order under this Subsection 7.10(e).

      • (f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.

      • (g) Any arbitration proceeding conducted in accordance with this Section 7.10 (Governing law and arbitration) will be considered will be considered Confidential Information under Section 3 (Confidential Information), including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to, the arbitration proceedings. In addition to the disclosure rights under Section 3 (Confidential Information), the parties may disclose the information described in this Subsection 7.10 (g) to a competent court as may be necessary to file any order under Subsection 7.10 (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).

      • (h) The parties will pay the arbitrator's fees, the arbitrator's appointed experts' fees and expenses, and the arbitration centre's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.

      • (i) Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute.

    • Asia Pacific – India

      • Section 7.10 (US governing law) is replaced as follows:

      • 7.10 Governing law. All claims arising out of or related to this Agreement will be governed by the laws of India. In case of any disputes, the Courts at New Delhi shall have jurisdiction. Notwithstanding the above, the Customer can and will bring all claims with respect to Google under this Agreement against Google India Private Limited.

    • Europe, Middle East, Africa – Algeria, Bahrain, Jordan, Kuwait, Libya, Mauritania, Morocco, Oman, Palestine, Qatar, Tunisia, Yemen, Egypt, Israel, United Arab Emirates and Lebanon

      • Section 7.10 (US governing law) is replaced as follows:

      • 7.10 Governing law and arbitration.

      • (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THIS AGREEMENT) ('Dispute') WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, US, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.

      • (b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) ('Rules'), which Rules are deemed to be incorporated by reference to this Section.

      • (c) The parties will mutually select one arbitrator. The arbitration will be conducted in English and the place and the legal seat of the arbitration will be the Dubai International Financial Center, DIFC, Dubai UAE.

      • (d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Agreement.

      • (e) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.

      • (f) Any arbitration proceeding conducted in accordance with this Section 7.10 (Governing law and arbitration) will be considered Confidential Information under Section 3 (Confidential Information), including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to, the arbitration proceedings. In addition to the disclosure rights under Section 3 (Confidential Information), the parties may disclose the information described in this Subsection 7.10 (f) to a competent court as may be necessary to execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).

      • (g) The parties will pay the arbitrator's fees, the arbitrator's appointed experts' fees and expenses, and the arbitration centre's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.

      • (h) Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute.