Google Workspace Referral Program Agreement
This Google Workspace Referral Program Agreement
(“Agreement”) is entered into by Google Asia Pacific Pte.
Ltd. (Co. Reg. No. 200817984R) (“Google”) and the referring
party executing this Agreement (“Participant”). This
Agreement governs Participant’s participation in the Google Workspace for
Business Referral Program described herein (the “Program”).
You represent and warrant that: (i) you have full legal authority to enter
into this Agreement; (ii) you have read and understand the Agreement, and
(iii) you agree to the terms of this Agreement. If you do not have legal
authority to enter into this Agreement or do not agree to these terms, please
do not click to accept this Agreement below.
This Agreement is effective between Participant and Google as of the date
Participant electronically accepts this Agreement.
- “Custom URL” means the unique URL or Domains Widget to be provided by
Google to Participant and which will correlate Eligible Referrals
submitted by Participant to Participant’s Program account.
users to register domain names and purchase the Services on a
Participant’s website. Its use is subject to the Google Domains
Widget Terms and Conditions.
- “Eligible Referral” means an eligible new customer lead for the
direct online purchase of the Services directly from Google, excluding
- “Google Workspace Services” or “Services” means the Google Workspace
Core Services generally sold by Google as Google Workspace and further
described here: https://workspace.google.com/intl/en_nz/terms/user_features.html,
as such URL, and Services description, may be updated by Google from time
- “Incentives” means redeemable coupons, promotion codes, or other
incentives for use by the Participant in promoting and marketing the
Services under this Agreement.
- “Ineligible Referrals” means government-controlled entities and any
of their employees, political parties and candidates, Services customers
of resellers, and any other individuals or entities already in Google’s
- “Participant” means a member of the Program with a primary place of
business or residence in the Territory that is a business, entity, or
other individual with a valid tax ID number but may not include (i)
government-controlled entities and any of their employees, (ii) political
parties and candidates, and (iii) representatives, agents, or employees
- “Program Guide” means any set of applicable Program terms in addition
to this Agreement that Google may make available to Participant via the
Resource Portal and that will govern Participant's continued
participation in the Program, provided at https://goo.gl/ZadYdo
- “Referral” is a new customer lead for Services submitted by
Participant, via its Custom URL, to Google.
- “Referral Fees” means the fees to be paid by Google to Participant
for Eligible Referrals that result in a Valid Transaction in a given
country within the Territory. Referral Fees are designated at the
following URL (or such alternative URL as Google may designate):
- “Resource Portal” means the website provided by Google to Participant
containing Program resource tools and information.
- “Territory” is limited to the geographic regions listed under “Asia
Pacific” at the following URL (or such alternative URL as Google may
- “Valid Transaction” is a closed sale for Services originating through
a Participant’s Custom URL and which is made online directly between an
Eligible Referral and Google in compliance with the requirements for
payment of Referral Fees, in accordance with section 7.1.
Program Overview. In compliance with this
Agreement Participant will promote the Services only to Eligible
Referrals located in the Territory. Participant will not market the
Services to any Ineligible Referrals. Google will provide Participant
with a Custom URL for the purpose of correlating any Eligible Referrals
resulting in a Valid Transaction under this Agreement. Google may issue
Incentives to Participant in accordance with the restrictions and
guidelines in this Agreement. As applicable, and subject to the
requirements herein, Participant may include on its website and in its
marketing materials for the Services the Custom URL provided by Google. A
Valid Transaction must always originate from Participant’s Custom URL to
qualify for Referral Fees.
Google may elect to create an applicable Program Guide which may include
updates regarding applicable Referral Fees, Incentives and other relevant
Program details. The terms of any such Program Guide are made part of
this Agreement and will control over any conflicting term in the body of
Distribution of Custom URL and Incentives.
Participant will use best efforts to distribute the Custom URL and
Incentives: (a) only to Eligible Referrals; and (b) only after Google has
approved the distribution by providing Participant with the Custom URL and
any applicable Incentives. All marketing materials (including without
limitation the text of email distributions, if any) must be (i) strictly
consistent with any Program instructions provided by Google, (ii) compliant
with the terms and conditions of this Agreement and all applicable
marketing, privacy and data protection laws and governmental regulations.
Any e-mail distribution must: (x) offer recipients the ability to opt-out
of future Participant communications; and (y) contain the Google governing
terms and conditions for any Incentives when offered. At Google’s request,
Participant will block distribution of Custom URL and Incentives to parties
as Google designates in its sole discretion, consistent with applicable
- Compliance. In addition to the other legal requirements in this
Agreement, Participant expressly agrees to comply with the following:
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 of
identifying the suspicious or fraudulent activity via https://workspace.google.com/intl/en_nz/landing/partners/referral/contact.html.
Export Control Laws. Participant will
comply with all applicable export controls, including, but not limited
to, the United States Department of Commerce's Export Administration
Regulations and sanctions programs administered by the United States
Treasury Department's Office of Foreign Assets Control.
Acceptable Use Policy. Participant will
not send, post, transmit or otherwise use any Google provided content,
including the Google name or the Services, in connection with any
materials, sites or otherwise that: (i) will generate or facilitate
unsolicited bulk commercial emails; (ii) will, or otherwise encourage,
the violation of the legal rights of others; (iii) is for an unlawful,
invasive, infringing, defamatory, or fraudulent purpose; (iv) contains
obscene or pornographic content.
Certification. By submitting a Referral
to Google, Participant represents, warrants and certifies to Google
that each such submission will be: (i) reasonably made in good faith as
an Eligible Referral; (ii) comply with all applicable laws and
governmental regulations, including without limitation, as described
above, and (iii) Participant is not otherwise restricted from providing
the Referral to Google or acting as a Participant in the Program.
Termination and Modification of Terms.
Google may at any time and in its sole discretion: (i) modify or update the
terms of, including but not limited to, the Program, this Agreement,
Incentives (and their governing terms and conditions) and will make such
modified or updated terms available in writing, or (ii) revoke a
Participant's account, and/or terminate Participant’s participation in the
Program in its entirety. If Google provides Participant with an updated
Custom URL, or Incentives (and applicable terms and conditions),
Participant agrees will begin using, and will be subject to, such updated
versions no later than 30 days after receiving them.
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 and conditions of the Agreement (including without
limitation the following sentence), Google grants to Participant a
nonexclusive and non-sublicensable license during the Term to display
Google’s Brand Features only to the extent Brand Features are provided by
Google for use with the Program as indicated through the Resource Portal
and solely for the limited purpose of promoting the Services consistent
with this Agreement. Additionally, all use of Google Brand Features is at
Google’s sole discretion and subject to Google’s then-current Brand
Feature use guidelines currently located at https://www.google.com/intl/en_nz/permissions/guidelines.html,
as such URL may be updated from time to time by Google.
Subject to the terms and conditions 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 (email permitted).
- Referral Fees. Google will pay Participant a one-time Referral Fee
for each Eligible Referral’s end user that results in a Valid
Transaction, to be paid on up to a maximum of 100 end users per Valid
Transaction, and a maximum of 200 end users per calendar year, in the
aggregate, in the fee amount described at the following URL: https://workspace.google.com/intl/en_nz/landing/partners/referral/countries.html
(or such other URL as Google may designate from time to time). Referral
Fee and relevant currency of the Referral Fee will be determined based on
the country the Participant is located in. Referral Fees may also differ
based on the location on the Eligible Referral. Referral Fees will be
calculated by using the lowest quantity of Eligible Referral end users
purchased during the period beginning as of the 15th day of initial
Services payment through the completion of the 90 days period described
in (d) below (provided all other Valid Transaction requirements are met).
A Valid Transaction will only take place when an Eligible Referral: (a)
registers online directly with Google using a valid payment instrument
for the purchase of Services; (b) purchase originates from a Custom URL
correlating to Participant’s account; (c) does not already have, directly
or indirectly, a Services subscription; (d) has been invoiced for and
from whom Google has received payment for, at least a minimum period of
90 days for a subscription on the same primary Services domain; and (e)
where all the foregoing occurs during Participant’s period of
participation in the Program. Google may, at its sole option,
prospectively increase or decrease Referral Fees amounts by providing
written notice (email/electronic communication permitted) to Participant,
or updating this Agreement and/or any applicable Program Guide. Google
reserves the right, in its sole discretion not to pay any Referral Fees
to Participant where Google determines Participant’s actions are not
consistent with the intent of this Program.
Incentives. Google may elect to provide
Participant with Incentives to offer its Eligible Referrals from time
to time. Use of any applicable Incentives will be subject to the
governing terms and conditions as provided by Google.
Payment Process. In order for
Participant to receive any Referral Fees participant must first
complete the required vendor payment form as required by Google and
maintain a valid banking account within the Territory. Google will
pay Participant the Referral Fees in the form of a electronic funds
transfer to the banking account as indicated by Participant via the
Program registration process and completion of the required vendor
payment form. Additional payment terms may need to be accepted by
Participant for the payment of Referrals Fees to Participant’s
banking account. Referral fees will be issued to Participant on a
monthly basis. All amounts referenced or payable under this Agreement
are in the currency reflected on: https://workspace.google.com/intl/en_nz/landing/partners/referral/countries.html,
unless Google notifies otherwise.
Participant is solely responsible for ensuring its account
information is accurate and current. Google will not be responsible
for any payments not received due to Participant failing to provide
accurate and complete account information for payment.
Taxes. Participant is responsible for
all taxes (if any) associated with the referrals, other than taxes
based on Google’s net income. All Referral Fees payments to Participant
from Google in relation to the referrals will be treated as inclusive
of tax (if applicable) and will not be adjusted. If Google is obligated
to withhold any taxes from its payments to Participant, Google will
notify Participant of this and will make the payments net of the
withheld amounts. Google will provide Participant with original or
certified copies of tax payments (or other sufficient evidence of tax
payments) if any of these payments are made by Google.
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 any Google web page; (b) cause
any hyperlinks to web pages on the Google web site to create a new browser
window; or (c) otherwise display Google web pages or Brand Features in a
distorted or diluted fashion.
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). Upon any termination or
expiration of this Agreement, all licenses and rights granted will
terminate and each party will have no right to use the Brand Features of
the other party. In the event of a termination, Participant will only
receive Referral Fees that were earned in full for a Valid Transaction that
occurred prior to the effective termination date. Termination notices to
Google must be sent via https://workspace.google.com/intl/en_nz/landing/partners/referral/contact.html.
Confidentiality. Participant may not
disclose the terms, conditions or existence of any non-public aspect of the
Program to any third party, except to its professional advisors under a
strict duty of confidentiality or as necessary to comply with law.
Disclaimers; Limitation of Liability. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAKES NO AND
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR
NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR
ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND CUSTOM
URL IS PROVIDED “AS IS” AND AT PARTICIPANT’S OPTION AND RISK AND GOOGLE
DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 4
(COMPLIANCE); (ii) BREACHES OF SECTION 6 (BRAND FEATURES); AND (iii)
SECTION 12 (INDEMNIFICATION), TO THE FULL 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, LOSSES, OR EXPENSES OTHER THAN DIRECT DAMAGES, EVEN IF THE
PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES, LOSSES, OR EXPENSES 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 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST
Indemnification. Participant will defend,
indemnify and hold harmless Google, its agents, affiliates, and licensors
from any third party claim or liability arising out of: (a) Participant’s
participation in the Program; (b) Participant’s web site(s), Participant
Brand Features and Google’s use of any Participant content (provided that
such use complies with the requirements of the Agreement); and (c)
Participant’s breach of the Agreement.
Representations and Warranties. Participant
warrants that (a) Participant will use all information provided by Google
(including without limitation the Google Brand Features) in a manner that
complies with applicable law; (b) Participant will clearly and
conspicuously display the text of the applicable terms and conditions for
Incentives provided to Customers in accordance with this Agreement; and (c)
Participant will conduct all activities in furtherance of this Agreement in
accordance with applicable law; (and) (d) Participant will comply, on a
continuing basis, with applicable laws, legal duties and contractual and
other legal obligations to its customers in respect of any Incentives or
Referral Fees it receives under this Agreement, including without
limitation any obligation to disclose the receipt of payments and/or pass
any portion to its customers.
Assignment. No party may assign any part of
this Agreement without the written consent of the other, except that Google
may assign to an affiliate where: (a) the assignee has agreed in writing to
be bound by the terms of this Agreement; (b) the assigning party remains
liable for obligations under the Agreement if the assignee defaults on
them; and (c) the assigning party has notified the other party of the
assignment. Any other attempt to assign is void.
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 null and void. The Agreement is not intended to benefit,
nor shall it be deemed to give rise to, any rights in any third party. This
Agreement is governed by California law, excluding California’s choice of
law rules. ALL CLAIMS ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS
OF SANTA CLARA COUNTY, CALIFORNIA, USA, AND THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN THOSE COURTS. 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 that was 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 any termination or expiration of the Agreement,
Sections 5, 9, 10, 11 and 12 shall survive. This Agreement is the parties’
entire agreement relating to its subject and supersedes any prior or
contemporaneous agreements on that subject. Any amendments must be in
writing and executed by both parties (electronic form acceptable).