Google Workspace

GOOGLE PLAY FOR EDUCATION – ADMINISTRATION SERVICES AGREEMENT

This Administrative Services Agreement (the “Agreement”) is entered into by and between Google Commerce Limited whose principal place of business is at Gordon House, Barrow Street, Dublin 4, Ireland (“Google”) and the educational institution agreeing to these terms (“Customer”).

Customer has purchased Supported Hardware for use by its students. In order to manage the functionality settings, content and apps that are available for use on these Supported Hardware devices by its students, Customer has purchased a licence for each of these Supported Hardware devices to use the Solution (a device management tool) to enable it to administer the functionality settings, content and apps.

  • The terms of this agreement (the “Agreement”) grant Customer the licence to use the Solution and describe Customer’s rights to receive the Services. By clicking “I accept” in the admin console, Customer agrees to be bound by the terms of this Agreement. This Agreement becomes effective on the date Customer accepts these terms and enrolls the Supported Hardware in the Solution (the “Effective Date”). Capitalized terms have the definitions given to them in Clause 15.

    • 1 License.

      • 1.1 License Grant. Google grants to Customer a non-sublicensable, non-transferable, non-exclusive, limited license to use the Solution in connection with each Supported Hardware device during the Term.

      • 1.2 Google Workspace Agreement. Use of the Solution by Customer is subject to Customer having entered into a Google Workspace Agreement.

      • 1.3 Supported Hardware. Customer is only permitted to use the Solution in connection with Supported Hardware. Some functionality available in the Solution will only function with specific versions of Supported Hardware. This Agreement does not cover replacement, updating or support of any Supported Hardware except to the extent that the support issue relates to the operation of the Solution with Supported Hardware and is covered by the TSS. Google is under no obligation to provide Customer with Supported Hardware replacement or updates under this Agreement.

      • 1.4 Additional Devices. If additional devices are purchased by Customer after the Effective Date for use by Administrators and End Users in connection with the Solution, such devices must meet the technical requirements of the Supported Hardware and Customer must purchase additional licences for use of such devices as Supported Hardware in the Solution. The terms of this Agreement (as amended) shall apply to the use of such devices as Supported Hardware in the Solution upon their enrolment.

      • 1.5 Reservation of Rights. Except as expressly specified herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s Intellectual Property Rights, or that of its licensors. As between the parties, Google (and/or its licensors or suppliers) own all Intellectual Property Rights in the Solution. Intellectual Property Rights in and to the content accessed through the Solution are the property of the applicable content owner and may be protected by applicable laws.

    • 2 Modifications and Updates; Digital Content.

      • 2.1 Modification to the Solution. Google may make commercially reasonable changes to the Solution from time to time. If Google makes a material change to the Solution, Google will inform Customer within the Admin Console. Certain functionality enhancements in the Solution may not function with certain Supported Hardware.

      • 2.2 Updated Functionality. Google may make new applications, features or functionality available for use within the Solution from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.

      • 2.3 Updates to the Solution on Supported Hardware. If Google determines that an Android OS release would no longer deliver ideal performance for a particular model of Supported Hardware, the relevant Supported Hardware will no longer receive updates of the Android OS but use of the Solution will be supported on its current release. Google does not guarantee that functionality of third-party software installed on Supported Hardware will remain after an update of the Android OS installed on the relevant Supported Hardware, but Google will offer third party developers guidelines and notice if modifications are required as a consequence of an OS update. Google may add functionality in updated releases, which will be documented in public release notes.

      • 2.4 Applicable Terms for Digital Content. Customer may purchase Android apps, e-books, video content, music or other digital content distributed by Google through the Google Play for Education (“GPFE”) service (a restricted-access sub-site of Google Play that provides educational content only) which it administers to End User Supported Hardware through the Solution. Use of, and purchase of digital content from, the GPFE service is subject to the applicable GPFE terms of service play.google.com/intl/en_uk/about/play-for-edu-terms.html and the terms of service applicable to the relevant app, unless otherwise indicated. Customer will (and will ensure that its Administrators will) comply with all such applicable terms.

    • 3 Data Processing.

      • 3.1 Data Protection. If the national provisions adopted pursuant to Directive 95/46/EC (of the European Parliament and of the Council on the Protection of Individuals with regard to the Processing of Personal Data and on the Free Movement of such Data) in the country in which the Customer is established (“National Data Protection Legislation”) apply to Customer as controller of any personal data provided, generated, transmitted or displayed via the Solution ("User Personal Data"):

        • (a) Customer will comply with its obligations as controller under the National Data Protection Legislation;

        • (b) Customer instructs Google to process User Personal Data as described in the Privacy Policy and otherwise to fulfill its obligations under this Agreement, and Google will not process such data for any other purpose without your instructions

        • (c) Google will take appropriate technical and organisational measures to protect User Personal Data against accidental or unlawful processing or accidental loss, alteration, unauthorised disclosure or access, and Google will take appropriate steps to ensure compliance with those measures; and

        • (d) Google will ensure that Google Inc. remains enrolled in the U.S. Department of Commerce Safe Harbor Program or adopts an alternative solution that achieves compliance with the terms of the National Data Protection Legislation for transfers of personal data to a third country.

      • 3.2 Subcontracting Data Processing. Customer consents to Google subcontracting the processing of User Personal Data to Google subcontractors in accordance with this Agreement. Where Google engages subcontractors to process User Personal Data, Google shall require such subcontractors to implement appropriate security measures and ensure the confidentiality of that data in accordance with Clause 13.

    • 4 Customer Obligations.

      • 4.1 Customer Administration of the Solution. Customer’s appointed Administrators will be given rights through their Google Workspace for Education admin account(s) to administer the Solution through the Admin Console. Customer is responsible for: (a) maintaining the confidentiality of passwords; (b) designating those Administrators who are authorized to access the admin account(s); (c) ensuring that all activities that occur in connection with the admin account(s) comply with the Agreement; and (d) preventing unauthorized use of the Services, including by terminating unauthorized use and promptly notifying Google of any unauthorized use of, or access to, the Admin Console or any admin account of which it becomes aware.

      • 4.2 Restricted Use of Solution. Customer acknowledges that the Solution is designed to enable Customer to Control the functionality settings, content and apps on End User Supported Hardware. Customer will not grant End Users access to the Admin Console or the GPFE service. Google is not responsible to any unauthorized access or use of the Admin Console or GPFE service by End Users.

      • 4.3 Parental consent. Customer acknowledges and agrees that it is solely responsible for obtaining all necessary consents (including parental consents) concerning collection of students' personal information in connection with the provisioning and use of the Solution by the Customer and End Users, including in relation to any collection of location data. Customer shall ensure that when obtaining such consent it shall inform End Users and/or their parents (as required by applicable National Data Protection Legislation) that processing shall be in accordance with the Google Privacy Policy as instructed by Customer, and otherwise provide sufficient information to ensure that the consent is lawful under National Data Protection Legislation.

      • 4.4 Restrictions on Use. Except to the extent expressly permitted in this Agreement or otherwise agreed by Google in writing, Customer will not, and will use its reasonable endeavours to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services to a third party; (b) attempt to reverse engineer the Solution or any component of the Solution except as permitted by law; (c) attempt to create a substitute or similar service through use of, or access to, the Services; or (d) use the Solution to store any data that is controlled for export under the International Traffic in Arms Regulations (ITAR).

      • 4.5 Disabling Additional Services. Customer will disable or keep disabled signed-in usage of Additional Services for End Users in your domain within the Admin Console, unless you have an educational requirement to enable signed-in usage. This section overrides anything inconsistent with it in the Additional Terms for Use of Additional Services for Google Workspace, located at https://www.google.com/apps/terms/additional_services.html.

      • 4.6 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) if the relevant information is solely held by Google and reasonably accessible by Google, provide Customer with the information required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact ask Google to provide the relevant information only if it cannot reasonably obtain such information itself.

    • 5 Third Party Components.

      • 5.1 To the extent the Solution includes components governed by open source licenses with provisions inconsistent with this Agreement, those components are instead governed solely by the applicable open source licenses. To the extent the Solution includes components governed by open source licenses requiring the provision of corresponding source code for those components, Google hereby provides that source code consistent with those licenses. Google hereby provides the Third Party Component Notice.

    • 6 Technical Support Solution.

      • 6.1 By Customer. Customer will, at its own expense, respond to questions and complaints from Administrators and End Users or third parties relating to Customer’s use of the Solution. Customer will, where it is technically capable of doing so, resolve support issues before escalating them to Google.

      • 6.2 By Google. If Customer cannot resolve a support issue, then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Google will provide TSS to Customer in accordance with the TSS Guidelines. Support will be provided to Customer and its Administrators only and not directly to End Users.

      • 6.3 Changes to TSS Guidelines. Google may make reasonable changes to the TSS Guidelines from time to time. If Google makes a material change to the TSS Guidelines, Google will inform Customer by email or via the Admin Console. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Google via the support portal or Help Centre within 30 days after being informed of the change. If Customer notifies Google as required, then Customer will remain governed by the TSS Guidelines in effect immediately prior to the change for a period of one year. If TSS is renewed, it will be renewed under Google's then current TSS Guidelines.

      • 6.4 Term of Support. The duration for which Google will support the applicable Supported Hardware is specified in Google’s TSS Guidelines at the following URL: https://support.google.com/enterprise/terms or other such URL as Google may provide.

    • 7 Warranties.

      • 7.1 Warranties. Each party represents that to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.

      • 7.2 Disclaimer. To the maximum extent permitted by applicable law, and subject to Clause 11.1(c), only the express warranties, conditions and terms contained in this Agreement will apply, and no other warranties, conditions or terms of any kind will apply, whether express, implied, statutory otherwise, including warranties of satisfactory quality, fitness for a purpose or conformance with description apply to the Services, or any other goods or services supplied by Google or its Affiliates, licensors and its or their suppliers under this Agreement. Google does not warrant that the provision of the Services will be error-free or uninterrupted. Google is not responsible for any Third Party Products (including wireless connectivity) or websites which Customer may access via the Solution.

    • 8 Term.

      • 8.1 Agreement Term. This Agreement will come into effect on the Effective Date and continue until the earlier of: (i) the End of Life of the Supported Hardware; (ii) the date the Agreement is terminated in accordance with its terms; or (iii) the date on which the Customer’s Google Workspace Agreement expires or terminates (the “Term”).

      • 8.2 End of Life of Supported Hardware. Google will only be obligated to provide support for the use of the Solution with any enrolled Supported Hardware device until the device reaches its End of Life.

    • 9 Termination.

      • 9.1 Termination for Breach. Either party may suspend performance or terminate this Agreement if the other party is in material breach of this Agreement: (i) where the breach is incapable of remedy; (ii) and the other party has failed to cure that breach within 30 days after receipt of written notice; or (iii) more than two times notwithstanding any cure of such breaches.

      • 9.2 Termination Due to Applicable Law. Google may terminate this Agreement immediately upon written notice if Google reasonably determines that it is impracticable to continue providing the Solution in light of applicable laws.

      • 9.3 Effects of Termination. If this Agreement expires or terminates the rights granted by one party to the other will cease immediately.

    • 10 Indemnification.

      • 10.1 By Google. Subject to Clause 10.2, Google will indemnify Customer from and against all damages, liabilities and costs (including settlement costs with Google’s consent and, subject to Clause 10.5, reasonable legal fees) finally awarded against Customer arising out of a third party claim that Google’s technology used to provide the Solution (excluding the Android OS, other open source software and Third Party Products) infringes any copyright, trade secret or trademark of that third party.

      • 10.2 Exceptions. The obligations specified in Clause 10.1 do not apply if the third party claim is caused by, or results from: (a) Customer’s combination or use of the Solution with Third Party Products, if the claim would have been avoided but for Customer’s combination or use of the Solution with Third Party Products; (b) modification of the Solution by anyone other than Google if the third party claim would have been avoided but for the modification; (c) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (d) use of the Solution other than in accordance with this Agreement or the Documentation; (e) Customer’s use of a release of the Solution other than Google’s most current release of the Solution if the third party claim would have been avoided by use of the most current release; (f) use of any content, information, or data provided by Customer, Administrators, any reseller, End Users or other third parties, if the third party claim would have been avoided by not using that content, information or data; or (g) Supported Hardware or other hardware.

      • 10.3 By Customer. Unless prohibited by applicable law, Customer will indemnify Google from and against all proven damages, liabilities and costs (including settlement costs with Customer’s consent and, subject to Clause 10.5, reasonable legal fees) finally awarded against Google arising out of a third party claim made against Google for (i) any conduct by Customer as described in Clause 10.2 (including for the conduct of Administrators or End Users, for which Customer will be responsible), (ii) infringement of Intellectual Property Rights as a result of use of the Customer Brand Features, or (iii) non-compliance by Customer with applicable data protection laws.

      • 10.4 Possible Infringement.

        • (a) Repair, Replace, or Modify. If Google reasonably believes the Solution infringes a third party’s Intellectual Property Rights, then Google will either (as it in its sole discretion determines): (a) obtain the right for Customer, at Google’s expense, to continue to use the Solution; (b) provide a non-infringing replacement with substantially the same functionality; or (c) modify the Solution so that it no longer infringes.

        • (b) Suspension or Termination. If Google does not believe the foregoing options are commercially reasonable, then Google may suspend or terminate Customer’s use of the impacted portion of the Solution.

      • 10.5 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense.

      • 10.6 Exclusive Remedy. This Clause 10 states the parties’ entire liability and exclusive remedy with respect to infringement of a third party’s Intellectual Property Rights in relation to this Agreement.

    • 11 Limitation of Liability.

      • 11.1 Nothing in this Agreement shall exclude or limit either party’s liability for:

        • (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees;

        • (b) fraud or fraudulent misrepresentation;

        • (c) breach of any implied condition as to title or quiet enjoyment;

        • (d) either party’s liability under Clause10; or

        • (e) any liability which cannot be excluded by law.

      • 11.2 Subject to Clause 11.1 and 11.3, each party's aggregate liability under or in connection this Agreement (whether in contract, tort (including negligence) or otherwise), whether in relation to liability arising from any given event or series of connected events, shall be limited to £25,000.

      • 11.3 Subject to Clauses 11.1, neither party shall be liable under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) for any:

        • (a) loss of profit;

        • (b) loss of anticipated savings;

        • (c) loss of business opportunity;

        • (d) loss of or corruption of data;

        • (e) loss or damage resulting from third party claims; or

        • (f) indirect or consequential losses;

    • 12 Brand Features.

      • 12.1 Display of Brand Features. Each party (the “licensing party”) grants to the other (the “licensed party”) a non-exclusive, royalty-free, and non-sublicensable licence during the Term to use its Brand Features solely to fulfil its obligations under this Agreement in accordance with its terms. Google may include Customer’s name and Brand Features in a list of Google customers and Customer also agrees that Google may verbally reference Customer as a customer of the Solution. The licensed party may not display or use the licensing party’s Brand Features except as expressly permitted in this Agreement without the licensing party’s prior written consent, and use by Customer of Google’s Brand Features is subject to compliance with the then current Google brand guidelines as set out at the following URL: https://www.google.com/permissions/guidelines.html (or such other URL as Google may provide).

      • 12.2 Brand Features Limitation. All goodwill arising from the use by the licensed party of the licensing party’s Brand Features shall belong to the licensing party.

    • 13 Confidential Information.

      • 13.1 Obligations. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, subcontractors, employees and/or professional advisors 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 those people and entities may use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to protect it.

      • 13.2 Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

      • 13.3 Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (a) uses reasonable endeavours to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

    • 14 Miscellaneous.

      • 14.1 Publicity. Neither party may make any public statement regarding this Agreement without the other’s written approval.

      • 14.2 Notices. All notices of termination or breach must be in writing and addressed to the other party’s Legal Department. The email address for notices being sent to Google’s Legal Department is legal-notices@google.com. All other notices must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

      • 14.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except 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.

      • 14.4 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (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 this Agreement any time between the change of Control and 30 days after it receives that written notice.

      • 14.5 Subcontracting. Google may subcontract any of its obligations under this Agreement, without the written consent of the Customer, but will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors.

      • 14.6 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

      • 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 this Agreement.

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

      • 14.9 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

      • 14.10 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

      • 14.11 Amendments. Google may modify the terms of this Agreement, for example, to reflect changes to the law or changes to the Services. Google will post notice of modifications to this Agreement in the Admin Console. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for the Service or changes made for legal reasons will be effective immediately. If Customer does not agree to the modified terms for the Services, it should discontinue its use of the Service with and uninstall the Admin Console from any Supported Hardware.

      • 14.12 Entire Agreement. Subject to Clause 11.1(b), this Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to their 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.

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

      • 14.14 Governing Law. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement but either party may apply to any court for an injunction or other interim relief to protect its Intellectual Property Rights.

    • 15 Definitions.

      • “Additional Services” means the services as defined at https://www.google.com/apps/terms/additional_services.html.

      • “Admin Console” means the online user interface provided by Google to Customer for use in configuring and administering Supported Hardware via the Solution.

      • “Administrators” mean the Customer-designated technical personnel who administer the Solution to End User Supported Hardware on Customer’s behalf via the Admin Console.

      • “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

      • “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

      • “Confidential Information” means information disclosed by one party to the other party under this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. For the avoidance of doubt, the terms and conditions of this Agreement are Confidential Information.

      • “Control” means control of greater than fifty percent of the voting rights or equity interests of a party.

      • “Documentation” means the description of the Solution available at the URL: https://support.google.com/android/a/, or such other URL as Google may provide, as such description may be updated from time to time.

      • “End of Life” means the end of life of the Supported Hardware as defined in the policy set forth at: https://www.google.com/android/devices/eol.html.

      • “End Users” means the individuals that use Supported Hardware that is administrated by Customer’s Administrators via the Solution.

      • “Google Workspace Agreement” means the agreement entered into between Customer and Google for the provision of the Google Workspace for Education services. The Google Workspace for Education services are described here: https://www.google.com/a/help/users/user_features.html, or such other URL as Google may provide.

      • “Help Centre” means the Google help centre accessible at https://www.google.com/support/, or other such URL as Google may provide.

      • “Intellectual Property Rights” means current and future all copyright, moral rights, patent rights, trade and service marks, design right, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

      • “Services” means (i) the Solution, and (ii) the TSS, provided by Google to Customer under this Agreement.

      • “Solution” means the Google’s device and browser administration services for its education program that enable Customer (through its Administrators) to administer the End User Supported Hardware via the Admin Console . The Solution is more fully described in the Documentation.

      • “Supported Hardware” means the Android OS device hardware purchased by Customer for use by Administrators and End Users that meet the requirements set forth at https://support.google.com/android/a/answer/3402682?ref_topic=3309012 and for which Customer has paid a management licence fee for use with the Solution. Supported Hardware is used by Administrators to manage the functionality settings, content and apps on the Supported Hardware of End Users.

      • “Third Party Component Notice” means the notice specified at the following URL: https://support.google.com/android/a, or such other URL as Google may provide, and any updates Google may make to such notice from time to time.

      • “Third Party Products” means any non-Google branded products, software, or services.

      • “Third Party Request” means a request from a third party for records relating to an End User’s use of the Solution. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

      • “TSS” means the technical support services provided by Google to Customer for the Solution identified in the TSS Guidelines.

      • “TSS Guidelines” means Google’s technical support services guidelines then in effect for the Solution. TSS Guidelines are at the following URL: https://support.google.com/enterprise/terms or other such URL as Google may provide.