This Google Workspace (Online) Agreement (the 'Agreement') is entered into between Google and the entity agreeing to these terms ('Customer'). 'Google' means (i) Google Voice Canada Corporation, with offices at 44 Chipman Hill, Suite 1000, Saint John, New Brunswick E2L 2A9 Canada, with respect only to Google Voice Services where the Customer’s billing address is in Canada and (ii) Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 with respect to all other Google Workspace Services. This Agreement is effective as of the date whenyou click the 'I Accept' button below or, if applicable, the date when the Agreement is countersigned (the 'Effective Date'). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or the applicable entity to these terms; (ii) you have read and understand this Agreement and (iii) you agree on behalf of the party that you represent to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity please do not click the 'I Accept' button below (or, if applicable, do not sign this Agreement). This Agreement governs the Customer's access to and use of the Services as ordered in the applicable Order Form.
- 1. Services. Google will
provide the Services ordered in the applicable Order Form in accordance with the
applicable SLA. The Customer may use the Services ordered in the applicable Order Form
in accordance with this Agreement.
- 1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. As part of providing the Services, Google may transfer, store and process the Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Services, the Customer consents to this transfer, processing and storage of Customer Data.
- 1.2 No ads. Notwithstanding any other term of the Agreement, Google will not process the Customer Data for Advertising purposes or serve Advertising in the Services.
- 1.3 New features or services. Google may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.
- 1.4 Verification to use Services. The Customer must verify a Domain Email Address or a Domain Name to use the Services. If the Customer does not have valid permission to use the Domain Email Address or does not own or control the Domain Name, then Google will have no obligation to provide the Customer with the Services and may delete the Account without notice.
- 1.5 Services-specific terms. The Service-Specific Terms are incorporated by this reference into the Agreement.
- 2. Modifications.
- 2.1 Modifications to
- (a) Deprecation Policy. Google will notify the Customer at least 12 months before a Significant Deprecation unless Google reasonably determines that: (i) Google is not permitted to do so by law or by contract (including if there is a change in applicable law or contract) or (ii) continuing to provide the Service that is subject to the Significant Deprecation could create a (A) security risk or (B) substantial economic or technical burden.
- (b) (Other modifications. Subject to Section 2.1(a) (Deprecation Policy), Google may make changes to the Services, which may include adding, updating or discontinuing any Services or portions of feature(s) of the Services. Google will notify the Customer of any material change to the Core Services.
- 2.2 Modifications to URL
- (a) Changes to URL Terms. Google may change the URL Terms, subject to Section 2.2(d) (Objection to changes).
- (b) Notification of material changes. Google will notify the Customer of any material change to the URL Terms.
- (c) When changes take effect. Material changes to the URL Terms will become effective 30 days after the notice is given, except that (i) materially adverse SLA changes will become effective 90 days after notice is given and (ii) changes applicable to new Services or functionality will be effective immediately.
- (d) Objection to
changes. Unless Google’s change to the URL Terms is required by a
court, judicial or administrative order issued by the competent authority, or
by applicable law, or applies to new Services or functionality, then the
following will apply:
- (i) If a change to the URL Terms has a material adverse impact on the Customer, then the Customer may object to the change by notifying Google within 30 days of when Google provides notice.
- (ii) If the Customer so notifies Google, then the Customer will remain governed by the URL Terms in effect immediately before the change until the earlier of: (A) the end of the then-current Order Term or (B) 12 months after the notice was given.
- 2.1 Modifications to Services.
- 3. Customer obligations.
- 3.1 Compliance. The Customer will (a) ensure that the Customer and its End Users’ use of the Services, including all access to and use of Customer Data by it and its End Users, complies with this Agreement and with any of its applicable contract terms or policies, including any employment contracts or employer’s policies regarding technology usage, security, or confidentiality; (b) use commercially reasonable efforts to prevent unauthorised access or use of the Services and (c) promptly notify Google of any unauthorised use of, or access to, the Services of which the Customer becomes aware.
- 3.2 Additional products. Google makes optional Additional Products available to the Customer and its End Users. Use of Additional Products is subject to the Additional Product Terms.
- 3.3 Administration of
- (a) Admin Console. Google will provide the Customer access to the Admin Console for the Administrator to manage its use of the Services (and use of the Services by its End Users, if applicable). The Customer may use the Admin Console to specify one or more Administrators who will have the rights to access Admin Account(s). The Customer is responsible for: (a) maintaining the confidentiality and security of the End User Accounts and associated passwords; and (b) any use of the End User Accounts. The Customer agrees that Google’s responsibilities do not extend to the internal management or administration of the Services for the Customer or any End Users.
- (b) Administrator access to End User Accounts. An Administrator will have the ability to access, monitor, use, modify, withhold or disclose Customer Data associated with any End User Accounts and control End User’s access to the Services. An Administrator may also have the ability to: (i) control account settings for End User Accounts (including changing End User Account passwords) and (ii) remove or disable any Services or Additional Products or other services/products enabled or installed using the End User Account. Use of Additional Products or other services/products with the End User Accounts is at the Customer’s own risk.
- (c) Reseller as Administrator. If the Customer orders Services via the Reseller, at the Customer’s discretion, the Reseller may have access to the Customer’s Account and the Customer’s End User Accounts. As between Google and the Customer, the Customer is solely responsible for: (i) any access by the Reseller to the Customer’s Account or the Customer’s End-User Accounts and (ii) defining in the Reseller Agreement any rights or obligations as between the Reseller and the Customer with respect to the Services.
- (d) Consents. The Customer will obtain and maintain all required consents to permit: (i) the Customer’s, and its End Users’, if applicable, use of the Services and (ii) accessing, storing and processing of Customer Data under this Agreement.
- 3.4 Use Restrictions. Customer will not, and will not allow End Users or third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer or distribute any of the Services; (c) sell, resell, or otherwise make the Services available to a third party as part of a commercial offering that does not have material value independent of the Services; or (d) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breache, or facilitates the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA. Unless otherwise permitted in the Service-Specific Terms, the Customer will not use, and will not allow End Users to use, the Services to place or receive emergency service calls.
- 3.5 Abuse monitoring. The Customer is solely responsible for monitoring, responding to and otherwise processing emails sent to the 'abuse' and 'postmaster' aliases for any Domain Name(s) verified for use with the Services, but Google may monitor emails sent to these aliases for Domain Names to allow Google to identify Services abuse.
- 3.6 Requesting additional End User Accounts during Order Term. The Customer may purchase additional End User Accounts during an Order Term by: (a) executing an additional Order Form with Google or the Reseller, as applicable, or (b) via the Admin Console. Such additional End User Accounts will have a prorated term ending on the last day of the applicable Order Term.
- 4. Payment.
- 4.1 Orders via the Reseller. If the Customer orders the Services from the Reseller, then: (a) fees for the Services will be set between the Customer and the Reseller, and any payments will be made directly to the Reseller under the Reseller Agreement; (b) the remaining provisions in this Section 4 (Payment) will not apply to the Services; (c) the Customer will receive applicable Service Credits (if any) from the Reseller; (d) the Customer may request additional End User Accounts during the Order Term by contacting the Reseller and (e) Google may share Customer Confidential Information with the Reseller as a Delegate subject to Section 7.1 (Confidentiality obligations) of this Agreement.
- 4.2 Usage and
invoicing. The Customer will pay all Fees for the Services. Google will
invoice the Customer all Fees for the Services. Google’s measurement tools will be
used to determine the Customer’s usage of the Services. The Customer may elect one
of the following billing options, or from among other options offered by Google,
when placing its order for the Services. Google may change its offering of billing
options, including by limiting or ceasing to offer any billing option, upon thirty
days’ written notice to the Customer (which may be by email). Billing options may
not be available to all the Customers. The Customer may pay for the Services using
the payment options listed in Section 4.3 (Payment) below.
- (a) Monthly plan. If the Customer selects this option, the Customer will not be committed to purchase the Services for a pre-defined term but will pay for the Services on a monthly basis. Google will bill Customer: (i) Fees based upon Customer's daily usage of the Services during the preceding month and (ii) Monthly in arrears for its use of the Services. Google will provide the Customer with the monthly rate for the Services when the Customer orders the Services, and will use this rate to calculate the Fees, on a pro-rated basis, for the Customer's daily usage during that month. Any partial day of Services usages will be rounded up to a full day of Services usage for the purposes of calculating Fees.
- (b) Annual plan. If the Customer selects this option, the Customer will be committed to purchasing the Services from Google for an annual term. Google will bill the Customer according to the terms associated with the Customer’s elections on the Order Form.
- 4.3 Payment. All
payments due are in US dollars unless otherwise indicated on the Order Form or
- (a) Credit card or debit card. Fees for orders where the Customer is paying with a credit card, debit card or other non-invoice form of payment, are due at the end of the month during which the Customer received the Services. For credit cards or debit cards, as applicable: (i) Google will charge the Customer for all applicable Fees when due and (ii) these Fees are considered overdue thirty days after the end of the month during which the Customer received the Services.
- (b) Invoices. Payments for invoices are due thirty days after the invoice date, unless otherwise specified on the Order Form, and are considered overdue after such date.
- (c) Other forms of payment. The Customer may change its payment method to those available within the Admin Console. Google may enable other forms of payment by making them available in the Admin Console. These other forms of payment may be subject to additional terms which the Customer may have to accept prior to using the additional forms of payment.
- 4.4 Overdue payments.
- (a) The Customer’s payment of Fees is overdue if Google has not received it by the payment due date. If the Customer’s payment is overdue, Google may (i) charge interest on the overdue amount at 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full and (ii) Suspend or terminate the Services.
- (b) The Customer will reimburse Google for all reasonable expenses (including lawyers' fees) incurred by Google in collecting overdue payments, except where such payments are due to Google's billing inaccuracies.
- 4.5 Purchase orders. If the Customer requires a purchase order number on its invoice, the Customer will provide a purchase order number in the Order Form. If the Customer does not provide a purchase order number, then: (a) Google will invoice the Customer without a purchase order number and (b) the Customer will pay invoices without a purchase order number. Any terms on a purchase order are void.
- 4.6 Taxes. Taxes are not included in the Fees. The Customer will pay Taxes for the Services. If legally required, the Customer will withhold Taxes from its payments to Google and provide a withholding Tax certificate. Unless the Customer provides a timely and valid tax exemption certificate, the Customer will pay any invoiced Taxes for the Services. Without limiting the Customer’s obligation to pay Fees, the Customer will withhold Taxes if legally required.
- 4.7 Price revisions. Google may modify its Prices at any time unless otherwise expressly agreed in an addendum or Order Form. Google will notify the Customer at least 30 days in advance of any Price increases.
- 5. Technical Support Services. Google will provide TSS to the Customer during the Order Term in accordance with the TSS Guidelines subject to payment of support Fees, if applicable. If the Customer orders the Services from the Reseller, then the Customer acknowledges and agrees that the Reseller may disclose the Customer Data to Google as reasonably required for the Reseller to handle any support issues that the Customer escalates to or via the Reseller.
- 6. Suspension.
- 6.1 Limitations on Services Suspension. Google may Suspend Services as described in Sections 6.2 (AUP Breaches) and 6.3 (Emergency suspension). Any Suspension under those Sections will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue or (c) comply with applicable law.
- 6.2 AUP breaches. If Google becomes aware that Customer’s or any End User’s use of the Services breaches the AUP, Google will request that the Customer correct the breach. If the Customer fails to correct such breach within 24 hours or such request or if Google is otherwise required by law to take action, then Google may Suspend Services.
- 6.3 Emergency suspension. Google may immediately Suspend the Customer’s or any End User’s use of the Services or an End User Account if: (a) there is an Emergency Security Issue or (b) Google is required to Suspend such use to comply with applicable law. At the Customer’s request, unless prohibited by law, Google will notify the Customer of the basis for the Suspension as soon as is reasonably possible. For Suspensions of End User Accounts, Google will provide the Customer’s Administrator with the ability to restore End User Accounts in certain circumstances.
- 7. Confidentiality.
- 7.1 Obligations. Subject to Section 7.2 (Disclosure of Confidential Information) the recipient will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to other parties other than the recipient’s employees, Affiliates, agents or professional advisers ('Delegates') who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
- 7.2 Disclosure of Confidential
- (a) General. Regardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (i) in accordance with a Legal Process, subject to Section 7.2(b) (Legal Process Notification) or (ii) with the other party’s written consent.
- (b) Legal Process notification. The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury.
- (c) Opposition. The recipient and its Affiliates will comply with the other party’s reasonable requests to oppose disclosure of its Confidential Information.
- 8. Intellectual Property.
- 8.1 Intellectual Property Rights. Except as expressly stated in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or Intellectual Property. As between the parties, the Customer retains all Intellectual Property Rights in Customer Data, and Google retains all Intellectual Property Rights in the Services.
- 8.2 Brand Features. Google will display only those Customer Brand Features that the Customer authorises Google to display by uploading them into the Services. Google will display those that the Customer Brand Features within designated areas of the web pages displaying the Services to Customer or its End Users. Google may also display Google Brand Features on such web pages to indicate that the Services are provided by Google.
- 8.3 Feedback. At its option, the Customer may provide Feedback about the Services to Google. If the Customer provides Feedback, then the Customer assigns to Google all right, title and interest in that Feedback.
- 9. Marketing and publicity. Each party may use the other party’s Brand Features in connection with this Agreement only as permitted in the Agreement. The Customer may state publicly that it is a Google customer and display Google Brand Features in accordance with the Trademark Guidelines. Google may (a) orally state that the Customer is a Google customer and (b) include the Customer’s name or Customer Brand Features in a list of Google customers in Google’s promotional materials. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features with written notice to the other party and a reasonable period to stop the use.
- 10. Representations, warranties and
- 10.1 Representations and warranties. Each party represents that it: (a) has full power and authority to enter into the Agreement and (b) will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable.
- 10.2 Disclaimers. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, Google (a) does not make any other warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, non-infringement or error-free or uninterrupted use of the Services and (b) makes no representation about content or information made accessible through the Services. Unless otherwise stated in the Agreement, the Customer acknowledges that the Services are not capable of placing or receiving emergency services calls.
- 11. Term and termination.
- 11.1 Agreement Term. This Agreement will remain in effect for the Term unless it expires or is terminated in accordance with the Agreement.
- 11.2 Renewal.
- (a) With a Monthly Plan. With a Monthly Plan, the Customer is not committed to purchase the Services for a pre-defined term. As a result, there is no renewal event for the Monthly Plan. Rather, Google will continue billing the Customer fees consistent with Section 4.1(a) above.
- (b) With an Annual Plan. At the end of each Order Term, the Services will renew consistent with Customer’s elections on the Order Form or Admin Console.
- (c) Generally. The Customer may alter the number of End User Accounts to be renewed via the Admin Console. The Customer will continue to pay Google the then-current Fees for each renewed End User Account unless the Customer and Google mutually agree otherwise. If one party does not want the Services to renew, then it will provide the other party written notice to this effect at least fifteen days before the end of the then current Order Term. This notice of non-renewal will be effective upon the conclusion of the then current Order Term.
- 11.3 Termination for breach. Either party may terminate the Agreement if the other party: (a) is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
- 11.4 Termination for inactivity. Google reserves the right to terminate the Agreement and the provision of the Services upon 30 days advance notice if, for a period of 60 consecutive days, the Customer, including any End Users: (a) has not accessed the Admin Console or (b) has not used the Services.
- 11.5 Effects of termination. If the Agreement terminates or expires, then all Order Forms also terminate or expire, as applicable. If the Agreement terminates or expires, then: (a) all rights and access to the Services under the Agreement will terminate (including access to Customer Data) and (b) Google will send the Customer a final invoice.
- 11.6 Survival. The following Sections will survive expiry or termination of this Agreement: Section 4 (Payment), 7 (Confidentiality), 8 (Intellectual Property), 10.2 (Disclaimer), 11.5 (Effects of termination), 12 (Indemnification), 13 (Liability), 15 (Miscellaneous) and 16 (Definitions).
- 12. Indemnification.
- 12.1 Google indemnification obligations. Google will defend the Customer and its Affiliates participating under this Agreement ('Customer Indemnified Parties') and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that Customer Indemnified Parties' use in accordance with this Agreement of any of Google Indemnified Materials infringes the third party's Intellectual Property Rights.
- 12.2 Customer indemnification obligations. Unless prohibited by applicable law, the Customer will defend Google and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) any Customer Indemnified Materials or (b) the Customer’s or an End User’s use of the Services in violation of the Acceptable Use Policy or the Use Restrictions.
- 12.3 Indemnification exclusions. Sections 12.1 (Google indemnification obligations) and 12.2 (Customer indemnification obligations) will not apply to the extent the underlying allegation arises from: (a) the indemnified party’s breach of the Agreement; or (b) a combination of Google Indemnified Materials or Customer Indemnified Materials (as applicable) with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement.
- 12.4 Indemnification
conditions. Sections 12.1 (Google indemnification obligations) and 12.2
(Customer’s indemnification obligations) are conditioned on the following:
- (a) The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 12.4(a) prejudices the defence of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Sections 12.1 (Google indemnification obligations) or 12.2 (Customer indemnification obligations) (as applicable) will be reduced in proportion to the prejudice.
- (b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense and (ii) any settlement requiring the indemnified party to admit liability, pay money or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
- 12.5 Remedies.
- (a) If Google reasonably believes that the Services might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
- (b) If Google does not believe that the remedies in Section 12.5(a) are commercially reasonable, then Google may Suspend or terminate the impacted Services.
- 12.6 Sole rights and obligations. Without affecting either party’s termination rights, this Section 12 (Indemnification) states the parties’ sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 12 (Indemnification).
- 13. Liability.
- 13.1 Limited
- (a) To the extent permitted by applicable law and subject to Section 13.2 (Unlimited liabilities), neither party will have any Liability arising out of or relating to the Agreement for any: (i) lost revenues, profits, savings or goodwill; or (ii) indirect, special, incidental, consequential or punitive damages.
- (b) Each party’s total Liability for damages arising out of or relating to the Agreement is limited to the Fees paid by the Customer under the Agreement during the 12 month period before the event giving rise to liability.
- 13.2 Unlimited liabilities. Nothing in the Agreement excludes or limits either party’s Liability for: (a) death, personal injury or tangible personal property damage resulting from its negligence or the negligence of its employees or agents; (b) its fraud or fraudulent misrepresentation; (c) obligations under Section 12 (Indemnification); (d) its infringement of the other party’s Intellectual Property Rights; (e) its payment obligations under the Agreement or (f) matters for which liability cannot be excluded or limited under applicable law.
- 13.1 Limited liabilities.
- 14. Miscellaneous.
- 14.1 Notices. Google may provide any notice to the Customer by: (a) sending an email to the Notification Email Address or by (b) posting a notice in the Admin Console. The Customer may provide notice to Google by sending an email to firstname.lastname@example.org. Notice will be treated as received when (x) the email is sent, whether or not the other party has received the email or (y) notice is posted in the Admin Console. The Customer is responsible for keeping its Notification Email Address current throughout the Term.
- 14.2 Emails. Under this Agreement, the parties may use emails to satisfy written approval and consent requirements.
- 14.3 Assignment. Neither party may assign the Agreement without the written consent of the other party, except to an Affiliate where: (a) the assignee agrees in writing to be bound by the terms of the Agreement; (b) the assigning party remains liable for obligations incurred 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.
- 14.4 Change of Control. If a party experiences a change of Control other than an internal restructuring or reorganisation: (a) that party will give written notice to the other party within 30 days after the change of Control and (b) the other party may immediately terminate the Agreement any time within 30 days after it receives that written notice.
- 14.5 Force majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its control, including acts of God, natural disaster, terrorism, riots or war.
- 14.6 Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to the Customer for any subcontracted obligations.
- 14.7 No waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.
- 14.8 Severability. If any Section (or part of a Section) of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
- 14.9 No agency. The Agreement does not create any agency, partnership or joint venture between the parties.
- 14.10 No third-party beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- 14.11 Equitable relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
- 14.12 Governing law. All claims arising out of or relating to this Agreement or the Services 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; the parties consent to personal jurisdiction in those courts.
- 14.13 Amendments. Except as specifically stated otherwise in the Agreement, any amendment to the Agreement must be in writing, expressly state that it is amending the Agreement and be signed by both parties.
- 14.14 Independent development. Nothing in this Agreement will be construed to limit or restrict either party from independently developing, providing or acquiring any materials, services, products, programs or technology that are similar to the subject of the Agreement; provided, that the party does not breach its obligations under the Agreement in doing so.
- 14.15 Entire Agreement. The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of this Agreement. In entering into the 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 stated in the Agreement. The Agreement includes URL links to other terms (including the URL Terms), which are incorporated by reference into the Agreement.
- 14.16 Conflicting terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form, the Agreement and the URL Terms.
- 14.17 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
- 14.18 Electronic signatures. The parties consent to electronic signatures.
- 14.19 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
- 15. Definitions.
- 'Acceptable Use Policy' or 'AUP' means the Acceptable Use Policy for the Services available at https://workspace.google.com/intl/en/terms/use_policy.html.
- 'Account' means Customer’s Google account credentials and correlating access to the Services under this Agreement.
- 'Additional Products' means products, services and applications that are not part of the Services but that may be accessible for use with the Services.
- 'Additional Product Terms' means the then-current terms at https://workspace.google.com/intl/en/terms/additional_services.html.
- 'Admin Account' means a type of End User Account that the Customer (or the Reseller, if applicable) may use to administer the Services.
- 'Admin Console' means the online console(s) and tool(s) provided by Google to the Customer for administering the Services.
- 'Administrators' mean the Customer-designated technical personnel who administer the Services on the Customer’s behalf and may have the ability to access Customer Data and End User Accounts.
- 'Advertising' means online advertisements displayed by Google to End Users, excluding any advertisements the Customer expressly chooses to have Google or any of its Affiliates display in connection with the Services under a separate agreement (for example, Google AdSense advertisements implemented by Customer on a website created by Customer using the 'Google Sites' functionality within the Services).
- 'Affiliate' means any entity that directly or indirectly Controls, is Controlled by or is under common Control with a party.
- 'BAA' or 'Business Associate Agreement' is an addendum to this Agreement covering the handling of Protected Health Information (as defined in HIPAA).
- 'Brand Features' means each party’s trade names, trademarks, logos, domain names and other distinctive brand features.
- 'Confidential Information' means information that one party (or Affiliate) discloses to the other party under the Agreement and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is the Customer’s Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient.
- 'Control' means control of greater than 50% of the voting rights or equity interests of a party.
- 'Core Services' means the Core Services for Google Workspace as described in the Services Summary.
- 'Customer Data' means data submitted, stored, sent or received via the Services by the Customer, its Affiliates or End Users.
- 'Customer Indemnified Materials' means the Customer Data and Customer Brand Features.
- 'Domain Email Address' means the email address on the Domain Name for use in connection with the Services.
- 'Domain Name' mean the domain name specified in the Order Form to be used in connection with the Services.
- 'Emergency Security Issue' means either: (a) Customer’s or End Users’ use of the Services in violation of the Acceptable Use Policy, where such use could disrupt: (i) the Services; (ii) other customers’ use of the Services or (iii) the Google network or servers used to provide the Services; or (b) unauthorised third-party access to the Services.
- 'End Users' means the individuals that the Customer permits to use the Services and who are managed by an Administrator.
- 'End User Account' means a Google-hosted account established by the Customer through its Administrator for an End User to use the Services.
- 'Export Control Laws' means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ('EAR') maintained by the US Department of Commerce, (b) trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control and (c) the International Traffic in Arms Regulations ('ITAR') maintained by the US Department of State.
- 'Feedback' means feedback or suggestions about the Services provided to Google by the Customer.
- 'Fees' means the product of the amount of the Services used or ordered by the Customer multiplied by the Prices, plus any applicable Taxes.
- 'Google Indemnified Materials' means Google’s technology used to provide the Services and Google’s Brand Features.
- 'High Risk Activities' means activities where the use or failure of the Services could lead to death, personal injury or environmental damage, including operation of nuclear facilities, air traffic control, life support systems or weaponry.
- 'HIPAA' means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.
- 'including' means including but not limited to.
- 'Indemnified Liabilities' means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
- 'Intellectual Property' or 'IP' means anything protectable by an Intellectual Property Right.
- 'Intellectual Property Rights' means all patent rights, copyright, rights in trade secret (if any), trademark rights, design rights, database rights, domain name rights, moral rights and any other intellectual property rights (registered or unregistered) throughout the world.
- 'Legal Process' means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request or other valid legal authority, legal procedure or similar process.
- 'Liability' means any liability, whether under contract, tort (including negligence) or otherwise, regardless of whether foreseeable or contemplated by the parties.
- 'Notification Email Address' means the email address(es) designated by Customer in the Admin Console.
- 'Order Form' means the online order page or pages, or other ordering document acceptable to Google under this Agreement, issued by Google and accepted by Google specifying the Services that Google will provide to the Customer under the Agreement.
- 'Order Term' means the period of time starting on the Services Start Date for the Services and continuing for the period indicated on the Order Form, subject to early termination in accordance with this Agreement.
- 'Other Services' means the 'Other Services for Google Workspace' as described in the Services Summary.
- 'Prices' means the applicable prices stated at https://workspace.google.com/intl/en/pricing.html, unless otherwise agreed to in an Order Form or amendment.
- 'Reseller' means, if applicable, the authorised non-Affiliate third-party reseller that sells the Services to the Customer.
- 'Reseller Agreement' means the separate agreement between the Customer and the Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
- 'Service-Specific Terms' means the terms specific to one or more Services at: https://workspace.google.com/intl/en/terms/service-terms/.
- 'Services' means the applicable Core Services and Other Services that are ordered in the applicable Order Form.
- 'Services Start Date' means the date stated in the Order Form or, if later, the date when Google makes the Services available to the Customer.
- 'Services Summary' means the then-current description set out at https://workspace.google.com/intl/en/terms/user_features.html.
- 'Significant Deprecation' means a material discontinuation of or backwards incompatible change to the Core Services that results in Services no longer enabling the Customer or End Users to: (1) send and receive email messages; (2) schedule and manage events; (3) create, share, store and synchronise files; (4) communicate with other End Users in real time or (5) search, archive and export email messages.
- 'SLA' means the then-current service level agreements at: https://workspace.google.com/intl/en/terms/sla.html.
- 'Suspend' or 'Suspension' means the disabling of access to or use of the Services, or components of the Services.
- 'Taxes' means all government-imposed taxes, except for taxes based on Google’s or the Customer’s net income, net worth, asset value, property value or employment.
- 'Term' means the period starting on the Effective Date and will remain in effect so long as there is an active Order Form.
- 'Third-Party Legal Proceeding' means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
- 'Trademark Guidelines' means Google’s Brand Terms and Conditions, located at http://www.google.com/permissions/trademark/brand-terms.html.
- 'TSS' means the Technical Support Services provided by Google to the Customer under the TSS Guidelines.
- 'TSS Guidelines' means the then-current support service guidelines at: https://workspace.google.com/intl/en/terms/tssg.html.
- 'URL Terms' means the Acceptable Use Policy, Service-Specific Terms, the SLA and the TSS Guidelines.
- 'Use Restrictions' means the restrictions in Section 3.5 (Use Restrictions) of the Agreement and any additional restrictions on the use of Services in the Service-Specific Terms.
Version: 8 April 2020