GOOGLE APPS for ISPs TERMS AND CONDITIONS
This Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland with offices at Gordon House, Barrow Street, Dublin 4, Ireland ("Google") and the entity agreeing to the online terms herein ("Customer").
This Agreement will be effective as of the date Customer accepts this Agreement by clicking the "I Accept" button below (the "Effective Date"). This Agreement governs Customer's access to and use of the Services (as defined below).
1 Definitions
1.1 The following words and phrases shall have the following meanings:
"Ads" means those advertisements served by Google in connection with the Services.
"Agreement"means these online terms and conditions for Google Workspace for ISPs.
"Beta Features" means any features provided in relation to the Services which are identified by Google as "Beta" or unsupported in Google's technical documentation from time to time.
"Brand Features" shall mean 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.
"Customer Domain Name(s)" means the domain name(s) owned by Customer and approved by Google for use with the Services.
"End Users means Customer's individual human end users who access and use the Services.
"End User Account means Google-hosted accounts provided to End Users through the Services for the purpose of enabling such End Users to use the Services.
"Hosted Communication Services means the services hosted and provided by Google under this Agreement which: (i) provides Customer with End User Accounts for End Users to enable End Users to send and receive email and/or instant messages at one or more Customer Domain Names; and (ii) may include any other functionality, products and/or services that Google may provide from time to time as part of the Hosted Communication Services.
"Intellectual Property Rights means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
"Services" means the hosted services currently referred to as 'Google Workspace for ISPs' which are provided to Customer by Google under this Agreement and may include the Hosted Communication Services and the Start Page Service.
"Start Page" means a Google-hosted web page provided through the Start Page Service.
"Start Page Service" means the service that provides Customer with the Start Page that enables: (i) certain customisation by Customer through the administrative console; and/or (ii) enables further customisation of the Start Page by each End User with an End User Account to create a personalised default home page.
"Term" means the period from the Effective Date until the termination or expiry of this Agreement in accordance with its terms.
1.2 The headings to the clauses of the Agreement are for ease of reference only and shall not affect the interpretation or construction of the Agreement.
1.3 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.
2 Provision of Services
2.1 Google shall from the Effective Date and throughout the remainder of the Term provide the Services (where enabled by the Customer) to Customer in accordance with the provisions of this Agreement.
2.2 Certain elements of the Services may include Beta Features. Beta Features are provided "as is" and any use of them shall be solely at Customer's and End Users' own risk. Google reserves the right, in its sole discretion, to include or cease providing Beta Features as part of the Services at any time.
2.3 Google may include additional enhancements or developments ("Additional Services") as part of the Services from time to time following the Effective Date, but is under no obligation to do so. Customer acknowledges and agrees that Customer's ability to access and use the Additional Services (of any part thereof) may be subject to Customer's or End User's, as applicable, acceptance of terms of service, policies or guidelines relating to the Additional Services (or any part thereof).
3 Hosted Communication Services
3.1 Google may serve Ads in connection with the Hosted Communications Services and Customer acknowledges that Google will retain all revenue associated with such Ads.
3.2 Subject to the terms and conditions of this Agreement, Customer may use the Services to: (i) provide End User Accounts to End Users; and (ii) administer such End User Accounts through the provided administrative console.
3.3 Information collected by Google may be stored and processed in any country in which Google or its agents maintain facilities. By using the Hosted Communication Services, Customer consents to any such transfer, processing and storage of information.
3.4 Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Name(s). Notwithstanding the foregoing, Customer acknowledges and agrees that Google may also monitor, respond to or otherwise process emails sent to such aliases for Customer Domain Name(s).
3.5 Customer acknowledges that as at the Effective Date the Hosted Communication Services are not a telephony service and that the Hosted Communication Services are not capable of placing or receiving any calls, including emergency services calls, over publicly switched telephone networks.
3.6 Customer acknowledges and agrees that any revenue generated by Google from the Ads or otherwise derived by Google from the Hosted Communication Services will be retained by Google and not be subject to any revenue sharing under this Agreement.
4 Start Page Service
4.1 Subject to the terms and conditions of this Agreement, Customer may use the Start Page Service to: (a) provide a Start Page to End Users; and (b) administer and customise such Start Page through the provided administrative console.
Search Box and Search Results
4.2 Customer acknowledges and agrees that a search box ("Search Box") approved by Google shall be displayed in the position specified by Google on the Start Page into which queries ("Queries") may be submitted. All Queries must originate from individual human end users inputting data directly into the Search Box. Google will use reasonable endeavours to provide search results ("Search Results") in response to Queries.
4.3 Search Results and any accompanying Ads will be displayed on web pages hosted by Google (each, a "Search Results Page"), the format, look and feel of which may be modified by Google from time to time.
4.4 Customer acknowledges and agrees that any revenue generated by Google from such Ads and/or Search Results or otherwise derived by Google from or in connection with the Start Page Service will be retained by Google and not be subject to any revenue sharing under this Agreement.
Start Page Content
4.5 Customer may use the administrative console of the Start Page Service to add modules of Customer content to the Start Page ("Customer Content").
4.6 Customer may develop modules of content ("gadgets") for inclusion in the Start Page Service using the API and development information available at
4.7 Google may provide access to other content for Customer or End Users to enhance the Start Page (such as current news and weather information) from publicly available sources or which Google licenses from third parties ("Additional").
4.8 Customer Content shall be contained in the modules identified as Customer's content on the Start Page. Customer Content shall conform to Google's reasonable technical requirements, including but not limited to size, dimensions and language, and Google's content policies from time to time. Areas on the Start Page not reserved for End User or Customer configuration may be modified by Google from time to time at its sole discretion.
4.9 End Users will have the ability to make personal customisations to certain aspects Start Page through an End User Account. Such customisation may include moving or removing modules of content, whether containing Customer Content or Additional Content, and/or including new content from third party content providers (e.g., via RSS feeds or similar).
4.10 Revenue generated, if any, from content on the Start Page shall be retained by the party providing that content and shall not be subject to any revenue sharing or payment commitments under this Agreement.
Appropriate Customer Content
4.11 Customer acknowledges and agrees that Customer is solely responsible for all Customer Content. Google reserves the right, but shall have no obligation, to pre-screen, refuse or move any Customer Content available via the Start Page Service. Without limiting the foregoing, Google and its designees shall have the right to remove any Customer Content or other content that breaches any provision of this Agreement or is otherwise objectionable in Google's sole opinion.
4.12 Customer understands that by using the Start Page Service, Customer and/or any End User may be exposed to content that is offensive, indecent or objectionable. Customer acknowledges and agrees that the Start Page Service is used solely at Customer's or each End User's own risk.
Disclaimer Regarding Additional Content
4.13 Additional Content may be provided by third parties and may be modified or removed by Google at any time, including at the request of those third parties. Third party providers of Additional Content may include financial exchanges and may be displayed as specified by such financial exchanges or the relevant data provider.
4.14 Google does not verify any data forming part of the Additional Content and disclaims any obligation to do so. Google, its data or content providers, the financial exchanges and each of their affiliates and business partners: (i) expressly disclaim the accuracy, adequacy, or completeness of any data forming part of the Additional Content, and (ii) shall not be liable for any errors, omissions or other defects in, delays or interruptions in such data, or for any actions taken in reliance thereon. As used here, "business partners" does not refer to an agency, partnership, or joint venture relationship between Google and any such parties.
4.15 Neither Google nor any of its information providers will be liable for any damages relating to Customer's or any End User's use of the information provided as part of the Additional Content.
4.16 Except to the extent permitted by applicable law, Customer agrees not to copy, modify, reformat, download, store, reproduce, reprocess or redistribute any data or information from the Additional Content or use any such data or information in a commercial enterprise without obtaining prior written consent from the relevant data provider.
4.17 Google does not give any representation or warranty to Customer in respect of the Additional Content. Customer acknowledges and agrees that all data and information is provided "as is" for personal informational purposes only, and is not intended for trading purposes or advice. A broker or financial representative should be consulted to verify pricing before executing any trade.
4.18 Google and/or its third party data or content providers have exclusive proprietary rights in the data and information provided in the Additional Content.
Fixed Footer Information
4.19 Customer acknowledges and agrees that the Start Page contains a fixed footer set by Google that may contain, among other things, a link to a Google end user privacy policy and end user terms of service, as each may be updated by Google from time to time. Customer agrees not to interfere with or obscure the display of the links contained in such fixed footer.
Setting of the Browser Default Page
4.20 If Customer chooses to change an End User's browser default home page to point to the Start Page, Customer shall: (i) fully, accurately, clearly and conspicuously disclose the change in a manner that will explain the practical effect of such change to such End User; and (ii) obtain the End User's affirmative consent to make such change. Customer agrees not to repeatedly ask an End User to set such End User's browser default home page to the Start Page or do so by fraudulent means.
Access to the Start Page
4.21 The Start Page is hosted on a publicly accessible web server by Google, and third parties other than Customer or End Users may be able to view and access the Start Page and any Customer Content and Additional Content on the Start Page.
5 End User Terms
5.1 Customer shall ensure that each End User will be bound by terms relating to each component of the Services which may include but are not limited to:
(a) the Gmail Terms of Use (which may be modified from time to time) available at
(b) the Google Terms of Service (which may be modified from time to time) available at
(c) additional Program Policies or Guidelines for acceptable usage (which may be modified from time to time) available at
5.2 Customer shall ensure that each End User's use of the Services is governed by Google's privacy policies relating to the Services which may include but are not limited to:
(a) the Google Workspace Privacy Policy (which may be modified from time to time) available at
(b) the Google Privacy Policy (which may be modified from time to time) available at
5.3 In the event that Customer becomes aware of any End User's breach of any applicable terms of use or policy (including those referenced in this clause 5), Customer will:
(a) promptly notify Google; and
(b) immediately suspend or terminate such End User's End User Account and access to the Services unless Google agrees otherwise in writing (including by e-mail).
5.4 Upon Google's request, Customer will promptly suspend or terminate any End User Account or administrator's access to the Services in response to a breach of any applicable terms of use or policy (including those referenced in this Clause 5) by the relevant End User or administrator.
5.5 Google reserves the right at its discretion to suspend or terminate the End User Account of any End User at any time.
6 Privacy and Program Policies
6.1 Customer acknowledges and agrees that information about Google's data protection practices relating to the service currently known as Google Workspace is currently set out at the Google Workspace Privacy Notice at:
6.2 Customer agrees to comply with the policy for the Services available at
7 Start Page
Google may provide Customer with certain aggregate data ("Analytics Data") concerning the characteristics and activities of End User usage of the Start Page Service. Customer will not (and will not allow any third party to) use the Start Page Service to track or collect personally identifiable information of End Users or other Internet users, nor will Customer (or will Customer allow any third party to) associate any Analytics Data or other data gathered from the Start Page Service with any personally identifying information from any source.
8 End User Privacy Policies
Customer agrees to protect the privacy of End Users through a policy communicated to End Users which is no less protective of End Users than the Google Workspace Privacy Policy and the Google Privacy Policy referenced in Clause 6.
9 Customer Administration of the Services
9.1 Google will provide Customer with a password and account ("Administrator Privileges") to use in connection with the administration of the End User Accounts and the Services (or part of the Services).
9.2 Customer is responsible for:
(a) maintaining the confidentiality of the Administrator Privileges;
(b) designating those employees or agents who are authorised to access the account;
(c) limiting the scope of such authorisation to performance of duties under this Agreement; and
(d) all activities that occur under Customer's account.
9.3 Customer will immediately notify Google of any unauthorised use of the Administrator Privileges or access to the Services. Google will not be liable for any loss or damage from Customer's failure to comply with the security obligations set out in this Clause 9. Customer acknowledges and agrees that under no circumstances will Google be liable in any way for any acts or omissions of Customer or any End User including any loss or damage incurred as a result of such acts or omissions.
9.4 Customer shall adopt and maintain security measures to protect the confidentiality of the Administrator Privileges and the End User Accounts in accordance with applicable industry standards.
10 Deployment of Services
Google reserves final approval authority with respect to the means used by Customer to deploy each component of the Services. If Google disapproves of such means of deployment chosen by Customer, Google shall have the right, upon notice to Customer, to suspend any continued use of the Services until such time Customer implement adequate corrective modifications as reasonably required and determined by Google.
11 Usage Policies and Limits
11.1 Customer shall comply with any usage policies and limits concerning use of the Services as requested by Google from time to time, including without limitation:
(a) Google's technical and implementation requirements;
(b) Google's brand treatment guidelines for the Services;
(c) Google web site terms of use and privacy policies; and
(d) Google's requirements for data security.
11.2 Without prejudice to clause 2.2 and subject to the SLA, Google shall have the right to change, suspend or discontinue any aspect of the Services at any time, including hours of operation and availability of any Services feature, without notice and without liability. Google shall have the right to impose limits on certain features or restrict access to parts or all of the Services without notice and without liability.
12 Permissible Use
12.1 Customer shall only use the Services for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. Customer agrees not to engage in any activity that interferes with or disrupts the Services or servers or networks connected to the Services. In addition to the provisions set out in this Agreement, Customer's use of some specific Google services is governed by the policies or guidelines that are presented to Customer when Customer signs up for or accesses those services and which are specifically incorporated into this Agreement.
12.2 Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. If Customer is located in a country outside of the United States, Customer further agrees to comply with any local rules regarding online conduct and acceptable content, including laws regulating the export and re-export of data to and from the United States or such other country.
13 Taxes
Customer shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions (if any) under the Agreement, including penalties and interest, but specifically excluding taxes based upon Google's net income. When Google has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Google with a valid tax exemption certificate authorised by the appropriate taxing authority.
14 Payment
14.1 Customer may request additional End User Accounts by submitting a request through the administrative console made available to Customer by Google.
14.2 All fees (if any) due under this Agreement shall be due within thirty (30) days from the invoice date. Google shall have the right to charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time, from the due date until the date of actual payment, whether or not before judgment, on any overdue amounts. Customer will be responsible for all reasonable expenses (including legal fees) incurred by Google in collecting unpaid and due amounts, except where such unpaid and due amounts are due to billing inaccuracies attributable to Google.
-
14.3 All payments due (if any) are in the currency specified by Google and shall be made by telegraphic transfer as set out in the following table:
-
For US Dollar Payments:
For British Pound Sterling Payments:
For Euro Payments:
Bank: Citibank N.A.
Canary Wharf, United Kingdom
SWIFT: CITIGB2LSort Code 18-50-08
Acct Name: Google Ireland Limited
Acct#: 10615307
IBAN GB38 CITI 1850 0810 6153 07Bank: Citibank N.A.
Canary Wharf, United Kingdom
SWIFT: CITIGB2LSort Code 18-50-08
Acct Name: Google Ireland Limited
Acct#: 10615250
IBAN GB25 CITI 1850 0810 6152 50Bank: Citibank International PLC
Dublin, Ireland
SWIFT: CITI IE 2X
Acct Name: Google Ireland Limited
Acct#: 11475043
IBAN: IE29 CITI 9900 5111 4750 43
-
14.4 In the event that any fees are due to Google under this Agreement, Customer acknowledges that Google may perform a credit check on Customer and that Google may, in its sole discretion, require a deposit in advance of providing the Services. The amount of this deposit and the term that it will be held will be determined by Google. No interest or other compensation will be provided on deposit funds held by Google.
15 Fees
15.1 Google will continue to provide a version of the Services (which is substantially the same as or equivalent to the Services provided as of the Effective Date) free of charge to Customer during the Term, provided that: (i) such commitment may not apply to new opt-in services (including but not limited to Additional Services) added by Google to the Services after the Effective Date; (ii) Google reserves the right, in its sole discretion, to include or cease providing Beta Features as part of the Services in accordance with clause 2.2 above; and (iii)Google reserves the right to offer a premium version of the Services for a fee.
16 Restrictions
16.1 Except as expressly permitted by Google, Customer shall not alter, obscure, delete or modify any attributions included within the Services. Customer shall fully comply with the restrictions set forth in the policies for the Services available at
16.2 Except for modifications made to the Start Page Service permitted through use of the Start Page Service administrative console, Customer agrees not to alter the Services or any information transmitted through the Services to End Users.
16.3 Except as expressly set forth in this Agreement or as otherwise agreed by Google in writing, Customer shall not transmit, display or otherwise make available (or allow End Users or any other third party to transmit or make available) any content or documentation provided by Google to Customer in connection with the Services.
16.4 Customer will not, and will not allow third parties to, use or access the Services in a manner not in compliance with the terms of the Agreement. Customer shall monitor and disable any such access or use by unauthorised parties (including, but not limited to, spammers or any third party sites).
17 Google Workspace API Terms
Customer’s right to use, copy and retain a copy of the Google Workspace API and the Google Workspace API Specifications is subject to Customer’s full compliance with the terms and conditions of this Agreement and the Google Workspace API terms and conditions ("API Terms") available at
18 Technical Support Services
18.1 Customer, at Customer's own expense, shall respond to any questions and complaints from End Users and/or third parties relating to Customer's or any End Users' use of the Services. Google shall provide Technical Support Services ("TSS") for End Users solely through the Google.com Help Center, which is accessible at
18.2 Subject to the terms and conditions of this Agreement, Google shall provide TSS to Customer's designated administrator(s) during the term of this Agreement in accordance with Google's Technical Support Services Guidelines then in effect for the Services ("TSS Guidelines").
18.3 TSS Guidelines (including information on how to access TSS) are password protected and may be accessed at the following URL:
18.4 Prior to making any support request to Google, Customer shall first use reasonable endeavours to fix any error, bug, malfunction, or network connectivity defect on its own without escalation to Google. Thereafter, Customer's designated administrator(s) may submit a written request for technical support in accordance with the TSS Guidelines.
19 Confidential Information
19.1 In connection with performance of its obligations hereunder, a party (the "Discloser) may disclose to the other party (the "Recipient") certain information that the Discloser considers confidential and/or proprietary ("Confidential Information") including, but not limited to, tangible, intangible, visual, electronic, present, or future information such as: (a) trade secrets; (b) financial information, including pricing; (c) technical information, including research, development, procedures, algorithms, data, designs, and know-how; (d) business information, including operations, planning, marketing interests, and products; (e) any bugs, defects, security problems, and other issues relating to the Services; and (f) the terms of this Agreement and the discussions, negotiations and proposals related thereto.
19.2 The Recipient will only have a duty to protect Confidential Information disclosed to it by the Discloser: (1) if it is clearly and conspicuously marked as "confidential" or with a similar designation; (2) if it is identified by the Discloser as confidential and/or proprietary before, during, or promptly after presentation or communication; or (3) if it is disclosed in a manner in which the Discloser reasonably communicated, or the Recipient should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation "confidential" or any similar designation is used.
19.3 Customer acknowledges that the source and object code of the software underlying the Services (the "Software") remains a confidential trade secret of Google and/or its licensors and that Customer is not entitled to review either the object code or the source code of the Software for any reason at any time.
19.4 Recipient shall not disclose or cause to be disclosed any Confidential Information of Discloser, except to those employees, agents, representatives, or contractors of the parties who require access to the Confidential Information to perform under this Agreement ("Authorised Personnel") on a 'need to know' basis and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to Recipient, or as such disclosure may be required by law or governmental regulation.
19.5 Recipient agrees to be responsible for any act and/or omission of any Authorized Personnel in breach of this Clause 19. Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication to any unauthorised third parties.
19.6 A party's Confidential Information shall not include information that: (i) is or becomes publicly available through no act or omission of Recipient; (ii) was in the Recipient's lawful possession prior to the disclosure and was not obtained by Recipient either directly or indirectly from the Discloser; (iii) is lawfully disclosed to the Recipient by a third party without restriction on Recipient's disclosure, and where Recipient was not aware that the information was the confidential information of Discloser; or (iv) is independently developed by the Recipient without breach of this Agreement.
19.7 Recipient may disclose Confidential Information solely as needed to comply with any Process provided that (a) the Recipient shall immediately upon becoming aware of such Process and prior to the disclosure of any Confidential Information in response to such Process notify the Discloser of such Process; and (b) the Recipient shall not produce or disclose Confidential Information in response to the Process until such time as the Discloser has done the earliest of the following: (i) requested protection from the legal or governmental authority requiring the Process and such request has been denied or made subject to unreasonable conditions and/or limitations, (ii) consented in writing to the production or disclosure of the Confidential Information in response to the Process, or (iii) taken no action to protect its interest in the Confidential Information within 14 (fourteen) days after receipt of notice from the Recipient of its obligation to produce or disclose Confidential Information in response to the Process. For the purposes of this Clause 19.7, "Process" means by operation of law, or by the order or ruling of a court, tribunal or other judicial body of competent jurisdiction or the rules, requirements, order or demand of any regulatory body or recognised stock exchange of competent jurisdiction.
19.8 Each party acknowledges that damages for improper disclosure of Confidential Information may not be an adequate remedy. Nothing in this Agreement shall prevent the injured party from seeking equitable relief, including injunction, in addition to all other remedies, for any breach or threatened breach of this Clause 19.
19.9 A Recipient shall have a duty to protect Confidential Information during the term of this Agreement and for a period of five (5) years thereafter.
20 Ownership; Restricted Use
20.1 Google and/or its licensors shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below) relating to the Services (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines, and documentation but excluding Customer Content. Customer shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Agreement. Any rights not expressly granted herein are deemed withheld.
20.2 Google does not own third party content used as part of the Services, including the content of communications appearing on the Services and Additional Content. Title, ownership rights, and Intellectual Property Rights in and to the content accessed through the Services are the property of the applicable content owner and may be protected by applicable copyright or other law.
20.3 Except to the extent applicable laws specifically prohibit the following restrictions, Customer agrees not to, or to allow others to: (i) adapt, translate, prepare derivative works from or modify the Software; (ii) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source or object code of the Software; (iii) copy the Software; or (iv) sublicense, loan, sell, rent or lease the Services, or any component thereof. Any and all third party binary or source code included in each portion of the Services may be used only in conjunction with such portion of the Services, and such use shall be subject to all the terms and conditions of this Agreement.
20.4 Except to the extent applicable laws specifically prohibit such restriction, the Services or any part of it may not be used, copied, transferred or modified except as expressly permitted by this Agreement.
21 Brand Features
21.1 Except as expressly allowed by Google, any Brand Features, copyright, or other proprietary notices, legends, symbols, or labels appearing on or in the Services provided to Customer shall not be removed, obscured or altered. Subject to the terms and conditions of this Agreement, Customer grants to Google a limited, nonexclusive and non-sublicensable license during the term of this Agreement to display Customer Brand Features expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein. Notwithstanding anything to the contrary, Customer may revoke the license granted herein to use Customer's Brand Features upon providing Google with written notice thereof and a reasonable period of time to cease such usage.
21.2 The pages displaying the Services to End Users ("Service Pages") including the Start Page may display Customer's Brand Features within the designated area of Service Pages as Customer shall specify from time to time using the automated features included in the Services. Notwithstanding the foregoing, Google may prominently display on all Service Pages Google's Brand Features. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Some, but not all examples of Google Brand Features are located at:
21.3 Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the first party; and all rights not expressly granted herein are deemed withheld. All use by Google of Customer's Brand Features (including any goodwill associated therewith) shall inure to benefit of Customer and all use by Customer of Google Brand Features (including any goodwill associated therewith) shall inure to the benefit of Google. Customer shall not challenge or assist others to challenge the Google Brand Features or the registration thereof, nor shall Customer attempt to register any Google Brand Features or domain names that are confusingly similar to those of Google.
22 PR
Customer agrees not to issue any public announcement regarding the existence or content of this Agreement without Google's prior written approval. Google may: (i) include Customer's Brand Features in presentations, marketing materials, and customer lists (which includes, without limitation, customer lists posted on Google's web sites and screen shots of Customer's implementation of the Services); and (ii) issue a public announcement regarding the existence or content of this Agreement. Upon Customer's request, Google will provide Customer with a sample of such usage and/or announcement.
23 Representations and Warranties
23.1 Each party represents and warrants that it has full power and authority to enter into the Agreement.
23.2 Customer represents and warrants that:
(a) Customer wholly and exclusively owns and controls the Customer Domain Name(s);
(b) Customer has and will maintain all rights, authorisations and licenses that are required to permit Customer to use the Services;
(c) the execution and delivery of this Agreement, and the performance by Customer of Customer's obligations hereunder, will not constitute a breach or default of any agreement to which Customer or any of Customer's affiliates is a party or breach any rights of any third parties arising therefrom; and
(d) Customer shall comply with all laws, regulations and ordinances applicable to or otherwise connected with Customer's use of the Services.
24 Warranty Disclaimer
24.1 Except as expressly stated otherwise in this Agreement, all express and implied terms, conditions, representations and warranties, including any implied term as to satisfactory quality, fitness for purpose or conformance with description, are hereby disclaimed except to the extent that these disclaimers are held to be legally invalid.
24.2 Google makes no warranties or representations with respect to any third party software provided as part of, or in connection with, the Services. In addition, Google expressly disclaims any warranty or representation to any person other than Customer with respect to the Services or any part thereof. Google makes no warranties or representations with respect to any content or information (including Additional Content) made accessible by the Services.
24.3 Google makes no warranties or representation that Google (or any third party) will issue updates or enhancements to the Services. Google does not warrant that the Services will meet Customer's requirements or that performance of the Services will be uninterrupted or error-free.
25.1 Google assumes no responsibility for the proper use of the Services. Customer acknowledges and agrees that Customer's use the Services entirely at Customer's own risk.
25 Indemnification
25.1 Customer shall indemnify, defend and hold harmless Google and each of its subsidiaries and affiliates, and each of their respective officers, directors, contractors, owners, agents, co-branders or other partners, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability, costs, losses, damages, claims and demands, including without limitation legal fees and costs, suffered or incurred by the Indemnified Parties, arising out of or related to:
(a) Customer Domain Name(s);
(b) Customer's Brand Features;
(c) Customer's use of the Services;
(d) Customer disclosure of End User information;
(e) Customer Content;
(f) breach or non-compliance by Customer of this Agreement or any of Google's policies;
(g) breach by Customer of the representations and warranties provided by Customer in this Agreement;
(h) any End User's use of the Services; and
(i) use of any End User Account.
26 Limitation of Liability
26.1 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; or
(c) breach of any implied condition as to title or quiet enjoyment;
26.2 Nothing in this Agreement shall exclude or limit either party's liability under clause 25 (Indemnification) or liability for infringement of the other party's Intellectual Property Rights.
26.3 Subject to clauses 26.1 and 26.2, neither party shall be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with this Agreement for:
(a) any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services);
(b) any loss of goodwill or reputation; or
(c) any special, indirect or consequential losses;
(d) in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement.
26.4 Subject to clauses 26.1, 26.2 and 26.3, in no event shall either party's total aggregate liability arising from or in connection with this Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or otherwise) exceed the greater of:
(a) 125% of the fees paid or payable by the Customer; or
(b) €100,000 (one hundred thousand Euros).
27 Term
This Agreement will commence on the Effective Date and shall continue in force unless and until terminated in accordance with its provisions,
28 Termination
28.1 Customer may discontinue use of the Services at any time by giving written notice to Google.
28.2 Google may terminate this Agreement at any time and for any reason upon giving six (6) month's prior written notice to Customer.
28.3 Google may terminate this Agreement with immediate effect if:
(a) Customer is in breach of this Agreement; or
(b) Google reasonably determines that it is commercially impractical to continue providing the Services (or any part of it) in light of applicable laws in any or all jurisdictions in which Google provides the Services.
28.4 Customer agrees that Google shall not be liable to Customer or to any End User, or any third party for any modification, suspension, or termination of the Services (or part thereof).
28.5 Clauses 19 (Confidentiality), 20 (Ownership; Restricted Use), 23 (Representations and Warranties), 24 (Warranty Disclaimer), 25 (Indemnification), 25 (Limitation of Liability), 28 (Termination), 30 (Data Protection) and 31 (Miscellaneous) shall survive the expiration or termination of this Agreement.
28.6 For the avoidance of doubt, discontinuation or termination of the entire Services for any reason shall result in the expiration of this Agreement.
29 Migration of Abandoned Accounts
29.1 For purposes of this clause 29, "Abandoned Accounts means those End User Accounts which Customer has failed to reasonably administrate in Google's opinion and:
(a) Google has notified Customer of such failure to reasonably administrate; and
(b) Customer has failed to respond either to Google, or Customer has failed to resume administration of such End User Accounts to a reasonable standard in Google's opinion.
29.2 Customer acknowledges and agrees that Google at its sole discretion may migrate Abandoned Accounts to a Google service as a replacement service. Customer will provide to Google such reasonable assistance as requested by Google to migrate these Abandoned Accounts.
30 Data Protection
30.1 Notwithstanding any other provision of this Agreement:
(a) Google shall comply with all applicable laws, regulations, regulatory requirements and codes of practice in connection with its data processing obligations under this Agreement, including without limitation by complying with all the provisions of the UK Data Protection Act 1998, and any regulations or instruments thereunder, and of 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 (together, the "Data Protection Laws") applicable to a data controller and shall not do, or cause or permit to be done, anything which may cause or otherwise result in a breach by Customer of the same;
(b) Google understands and acknowledges that in performing its data processing obligations hereunder, it shall act only on instructions and directions from Customer. Google shall comply promptly with all such instructions or directions received by Google from Customer, the permitted scope of such instructions and directions to be agreed by Customer and Google from time to time; and
(c) Google shall take and implement all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of any personal data processed by it and protect such personal data against unauthorised or unlawful processing, accidental loss, destruction or damage. In this Section, the terms "personal data", "processing" and "data controller" shall have the meanings ascribed to them in the Data Protection Laws.
31 Miscellaneous
31.1 Customer agrees that Google may provide Customer with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on Google services.
31.2 Customer may not assign or otherwise transfer its rights or delegate its obligations under this Agreement, without the prior written consent of Google. Any attempted assignment in derogation hereof shall be null and void.
31.3 Nothing in this Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than parties to this Agreement, except that this provision shall not operate so as to restrict or limit the rights or any lawful assignee under this Agreement to exercise the rights and benefits conferred on him by his assignor.
31.4 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
31.5 All notices shall be in English and in writing and (a) if sent to Customer to the address identified above and (b) if sent to Google to Google at Belgrave House, 76 Buckingham Palace Road, London, SW1W 9TQ or as otherwise provided in writing for such notice purposes. Notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail.
31.6 The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.
31.7 The parties hereto are and shall remain independent contractors and nothing herein shall be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party.
31.8 The Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assigns. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.
31.9 If any provision of this Agreement is held invalid, illegal or unenforceable, that provision shall be severed and the remainder of the provisions shall continue in force and effect as if this Agreement had been executed without that invalid, illegal or unenforceable provision.
31.10 Any amendments or modifications to the Agreement must (i) be in writing (including notices posted online); (ii) refer to the Agreement; and (iii) be executed by an authorised representative of each party or accepted online by Customer's authorised representative.
31.11 This Agreement and the documents referred to in it constitute the entire agreement between the parties relating to the provision of the Services and supersede any previous oral or written understanding, commitments, contracts or representations relating to the subject matter of this Agreement. The parties agree that none of the terms and conditions of any purchase order issued by Customer shall apply to or modify this Agreement and that any terms or conditions in such purchase orders are null and void.
31.12 Each party acknowledges and agrees that in entering into this Agreement it has not relied on any representation, warranty, collateral contract or other assurance, except for those set out in this Agreement, made by or on behalf of any party before entering into this Agreement. Nothing in this provision excludes or limits any liability or remedy for fraud.
31.13 Any translation of the English language version of this Agreement ("Original Agreement") is provided for convenience only and Customer agrees that in the event of conflict between any translated version and the Original Agreement, the Original Agreement prevail.
©2011 Google -