Google Workspace

Jamboard Hardware Agreement

  • The Customer agreeing to these terms ('Customer') is signing up for or has previously entered into a Google Workspace Agreement ('Google Workspace Agreement') for Services (as defined under the terms of the Google Workspace Agreement) with Google. "Google" has the meaning given at https://cloud.google.com/terms/google-entity. This Jamboard Hardware Agreement ('Agreement') is effective as of the date when the Customer signs or electronically accepts the Agreement. If you are accepting on behalf of Customer, you represent and warrant that: (i) you have 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. This Agreement governs the Customer's access to and use of the Service.

    • 1 Jamboard Hardware Services

      • 1.1 Hardware licence Google will grant the Customer a non-sublicensable, non-transferable, non-exclusive, limited licence to use the Service, including any updates, on the Hardware. This limited licence is subject to the terms of this Agreement and the terms of any Purchase Agreement that the Customer signed in connection with the use of the Service.

      • 1.2 Provisioning The Hardware requires delivery and set-up, and must be configured to work on the Customer’s network. The Service must also be customised for each Customer. The Customer agrees to cooperate with the Reseller (or Reseller’s agent) and Google concerning Hardware and Service provisioning.

      • 1.3 Modification and updates to the Hardware The Hardware may automatically download and install updates from Google. These updates are designed to improve, enhance and further develop the Service as well as the Hardware upon which the Service operates. The updates may address bug fixes, enhance functions of the Service and/or Hardware, provide new software modules and/or provide a completely new version of the software. The Customer agrees to receive (and permit Google to deliver) such updates as part of the Customer’s use of the Service on the Hardware.

      • 1.4 Privacy Data privacy and security for the Service is addressed in the Google Workspace Agreement.

      • 1.5 Service support Subject to Sections 1.7 and 1.8, the Service will function with the Hardware, and Google will continue to provide support for the Service on the Hardware for so long as such Hardware remains supported in accordance with Jamboard Hardware End of Life Policy located at https://support.google.com/jamboard/answer/7374455.

      • 1.6 No Hardware supplied under this Agreement This Agreement does not cover the purchase, replacement, updating or support of any Hardware. Google is under no obligation to provide Customer with Hardware, Hardware replacement, Hardware updates, or Hardware support under this Agreement. Notwithstanding the foregoing, the Hardware may require updates designed to improve, enhance and further develop the operation of the Service. Such Hardware updates may take the form of bug fixes, enhanced functions, new software modules and/or completely new versions. Although Google does not provide such updates under this Agreement, it is the Customer’s responsibility to ensure that the Hardware is updated and is properly maintained. If Customer Hardware is not updated, or the Hardware is not properly maintained, the Service may not perform or may lose functionality.

      • 1.7 Replacement of Customer Hardware The Customer may at any time, through such procedure as Google may prescribe, transfer a licence to use the Service with a unit of Customer Hardware to a replacement unit of Customer Hardware.

      • 1.8 Reservation of rights Except as expressly specified, 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. Intellectual Property Rights in and to the content accessed through the Service or Google Workspace are the property of the applicable content owner and may be protected by applicable laws. As between the parties, Google (and/or its licensors or suppliers) owns all Intellectual Property Rights in the Service.

    • 2 Restrictions

      • 2.1 Prohibitions Subject to Section 2.2, the Customer will not, and will not allow others, to do any of the following unless Google consents in writing: (a) adapt, alter, modify, decompile, translate, disassemble or reverse engineer the Service and/or the Hardware, or any component thereof, except as permitted by law, (b) use the Service and/or Hardware for High Risk Activities or (c) remove or alter any Brand Features or other proprietary notices.

      • 2.2 Third-party components To the extent the Hardware or Service operating on the Hardware include components governed by open source licences with provisions inconsistent with this Agreement, those components are instead governed solely by the applicable open source licences. If the Hardware or Service operating on the Hardware include components governed by open source licences requiring the provision of corresponding source code for those components, Google provides that source code consistent with those licences.

    • 3. Technical Support Services for Jamboard Hardware.

      • 3.1 By the Customer The Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to the Customer's or the End Users' use of the Hardware. The Customer will use reasonable efforts to resolve support issues before escalating them to Google.

      • 3.2 By Google If the Customer cannot resolve a support issue as described above, the Customer may escalate the issue to Google.

      • 3.3 Technical Support Guidelines The Technical Support Service Guidelines for the Service can be accessed at this link:  https://workspace.google.com/terms/jamboard_tssg.html

    • 4 Disclaimers

      • 4.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY OR THEIR LICENSORS MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE DOES NOT WARRANT AND MAKES NO REPRESENTATIONS (I) THAT THE OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR (II) ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICE.

    • 5 Term and termination

      • 5.1 Licence Term Subject to early termination in accordance with this Agreement, any licence(s) covered under this Agreement will: (a) commence on the Hardware Licence Commencement Date or, for licences purchased after the Hardware Licence Commencement Date, on the date specified in the relevant Order Form and (b) continue for the licence period(s) specified for the SKU(s) listed on the relevant Order Form accepted by Google (each such period being a 'Licence Term'). If any additional licences are purchased or acquired during a then-current Licence Term (an 'Existing Licence Term') and correspond to a SKU listed on an Order Form previously accepted by Google, they will have a pro-rated Licence Term ending on expiry (if applicable) of the Existing Licence Term.

      • 5.2 Agreement Term This Agreement will commence on the Hardware Licence Commencement Date and will remain in force until expiry (if applicable) of all Licence Terms.

      • 5.3 Termination for breach Either party may suspend performance or terminate this Agreement if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 calendar days after receipt of written notice or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 calendar days or (c) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

      • 5.4 Termination for insolvency Either party may, by written notice to the other party, suspend performance and/or terminate this Agreement if: (a) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business, or (b) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

      • 5.5 Effects of termination Termination is effective immediately unless otherwise specified in the termination notice. Termination of the Agreement also terminates all then-outstanding Order Forms. Upon expiration or termination of this Agreement, the rights granted by one party to the other will cease immediately (except as specified in this Section).

      • 5.6 Survival The following sections will survive expiry or termination of this Agreement: 1.8, 2, 4, 6, 7, 8, 10 and 11.

    • 6 Confidentiality

      • 6.1 The recipient will not disclose Confidential Information, except to Affiliates, employees, agents 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 use the Confidential Information only to exercise rights and fulfil obligations under this Agreement, and that they keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.

    • 7 Indemnification

      • 7.1 Definitions

        • 7.1.1. 'Indemnified Liabilities' means any (i) settlement amounts approved by the indemnifying party, and (ii) damages and costs in final judgement awarded against the indemnified part(ies) by a competent court.

        • 7.1.2. 'Third-Party Legal Proceeding' means any formal legal proceeding filed by an unaffiliated third party before a court or governmental tribunal (including any civil, administrative, investigative or appellate proceeding).

      • 7.2 Obligations.

        • 7.2.1. Google’s obligations Google will defend the Customer and its affiliates, and indemnify them against Indemnified Liabilities, in any Third-Party Legal Proceeding to the extent arising from any allegation that the Customer’s use of Google’s technology used to provide the Services on the Hardware (excluding any open source software) in accordance with this Agreement infringes the third party’s Intellectual Property Rights.

        • 7.2.2. Customer’s obligations Unless prohibited by applicable law and without waiving sovereign immunity, 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:

          • (i) an allegation made against Google for infringement or misappropriation based on conduct by the Customer as described in Section 7.3; or

          • (ii) The Customer’s breach of Section 10.5 (Export compliance)

      • 7.3 Exclusions This Section 7 (Defence and indemnity) will not apply to the extent that the underlying allegation arises from: (a) the indemnified party’s breach of this Agreement, (b) modification to Google’s technology by anyone other than Google, (c) combination of Google’s technology with materials not provided by Google, (d) failure to use the most current, supported version of Google’s technology provided under this Agreement or (e) compliance with the Customer’s design or request for customised features.

      • 7.4 Conditions The indemnified party must promptly notify the indemnifying party 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 a breach of this section prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under this Section will be reduced in proportion to the prejudice. 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.

      • 7.5 Remedies If Google’s technology is subject to an Intellectual Property Rights allegation or Third-Party Legal Proceeding, Google may do the following at its sole option and expense: (i) procure the right to continue providing the Services in compliance with this Agreement, (ii) modify the Service without materially reducing their functionality or (iii) replace the Service with a functionally-equivalent alternative.

      • 7.6 Injunctions If an injunction prevents continued use of the Service, Google will use reasonable efforts to provide one of the remedies in this Section at its sole expense.

      • 7.7 Miscellaneous If the remedies in this Section are not commercially reasonable in the circumstances, or are not provided within 30 business days of an injunction, then Google will notify Customer and the parties will discuss practical remedies If the parties cannot agree on remedies within 15 business days of initiating discussions, then: (i) either party may terminate the Agreement on written notice to the other; and (ii) Google may terminate or suspend the impacted portion of the Service (but not the entirety of the Services) on written notice to Customer; (iii) within 45 business days after a termination of the Agreement under this Section or termination of the impacted portion of the Services under this Section, Google will refund to Reseller (or Customer if applicable) any fees paid to Google in respect of the Service, or terminated portion of the Service, for the period following either the termination or (if earlier) the injunction. Customer's eligibility to receive a refund in respect of the Service for such period will then be governed by the terms of the Purchase Agreement.

      • 7.8 Sole rights and obligations Without affecting either party’s termination rights, this Section 7 states the parties’ only rights and obligations under this Agreement for Intellectual Property Rights-related allegations and Third-Party Legal Proceedings.

    • 8 Limitation of Liability

      • 8.1 Limitation on indirect Liability NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

      • 8.2 Limitation on amount of Liability NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE HEREUNDER DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY

      • 8.3 Exceptions to limitations These limitations of Liability apply to the fullest extent permitted by applicable law, but do not apply to indemnification obligations under Section 7 or violations of a party's Intellectual Property Rights by the other party. In addition, the limitations discussed in the sections above do not apply to fraud or fraudulent misrepresentation or death or personal injury arising from negligence.

    • 9 Publicity

      • 9.1 The Customer agrees that Google may include the Customer's name and Brand Features in a list of Google Customers. The Customer also agrees that Google may verbally reference the Customer as a customer of the Google products or services that are the subject of this Agreement.

    • 10 Miscellaneous

      • 10.1 Notices All notices of termination or breach must be in writing and addressed to the other party's Legal Department. The 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).

      • 10.2 Notices Google may provide any notice to the Customer under this Agreement 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 under this Agreement by sending an email to Google’s legal department at legal-notices@google.com. 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.

      • 10.3 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.

      • 10.4 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.

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

      • 10.6 Export compliance The Customer will comply with, and will obtain all prior authorisation from the competent government authorities required by, the Export Control Laws.

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

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

      • 10.9 No third-party beneficiaries This Agreement does not confer any benefits on any third party unless it expressly states that it does.

      • 10.10 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.

      • 10.11 Governing law

        • 10.11.1. For city, county and state government entities If the Customer is a city, county or state government entity, then the parties agree to remain silent regarding governing law and venue.

        • 10.11.2. For federal government entities If the Customer is a federal government entity then the following applies: this Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law: (i) the laws of the State of California (excluding California's choice of law rules) will apply in the absence of applicable federal law and (ii) FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

        • 10.11.3. For all other entities If the Customer is any entity not specified in Clause 10.11.1 or 10.11.2 then the following applies: this Agreement is governed by California law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

      • 10.12 Amendments Any amendment must be in writing, signed by both parties and expressly state that it is amending this Agreement.

      • 10.13 Conflicting terms In the event of a conflict, the order of precedence is as follows: (1) this Agreement, (2) the Order Form and (3) any direct Purchase Agreement between Google and the Customer.

      • 10.14 Conflicting languages If this Agreement is translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.

      • 10.15 Counterparts The parties may enter into this Agreement by Google’s acceptance of the initial Order Form, or subsequent Order Forms, which may be executed in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

      • 10.16 Entire Agreement This Agreement, and all documents or terms referenced, set out all terms agreed between the parties relating to their subject matter and cancel and replace all prior and contemporaneous representations, discussions, negotiations and agreements between the parties, whether written or oral, relating to such 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.

    • 11 Definitions

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

      • 11.2 'Brand Features' means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of each party, respectively.

      • 11.3 'Confidential Information' means information that one party (or an Affiliate) discloses to the other party under this Agreement and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.

      • 11.4 'Control' means control of greater than fifty per cent of the voting rights or equity interests of a party.

      • 11.5 'End Users' means the individuals that the Customer permits to use the Service.

      • 11.6 'Export Control Laws' means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ('EAR') maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control and the International Traffic in Arms Regulations ('ITAR') maintained by the US Department of State.

      • 11.7 'Google Jamboard' is a web-based service that allows End Users to create, edit, share, collaborate, draw, export and embed content within a document.

      • 11.8 'Google Workspace' means the terms of service available at https://workspace.google.com/terms/2013/1/premier_terms.html or such other terms provided by the Reseller.

      • 11.9 'Hardware' means the Jamboard monitor.

      • 11.10 'Hardware Licence Commencement Date' means, after Google's acceptance of the Order Form, the date Google makes the Services available on the Hardware to the Customer.

      • 11.11 'High Risk Activities' means uses such as the operation of nuclear facilities, air traffic control or life support systems, where the use or failure of the Services could lead to death, personal injury or environmental damage.

      • 11.12 'Intellectual Property Rights' means current and future worldwide rights 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 later in force and effect worldwide.

      • 11.13 'Notification Email Address' means the email address designated by the Customer to receive email notifications from Google. The Customer may change this email address through the Jamboard Admin Management Console.

      • 11.14 'Order Form' means the written or online order form for the Hardware licence that is submitted to Google by (or on behalf of) the Customer and that describes (among other things): the Hardware licence SKU ordered, fees invoiced by Google for the Hardware licence and quantity. Each Order Form is subject to the terms of this Agreement.

      • 11.15 'Purchase Agreement' means the separate agreement under which the Customer purchases the Services from a Reseller (or, in limited circumstances, directly from Google). For clarity, Google is not bound by or responsible for the terms of any Purchase Agreement (unless and solely to the extent that Google and the Customer have entered into a direct Purchase Agreement), and any obligations as between the Reseller and the Customer with respect to the provision of the Services to the Customer or the Reseller's access (if any) to the Admin Account will be solely as agreed between the Customer and the Reseller in the Purchase Agreement and are outside the scope of this Agreement.

      • 11.16 'Reseller' means a designee within Google's applicable distribution or reseller channel authorised to make the Services available to the Customer.

      • 11.17 'Service' means the Google Jamboard service.

      • 11.18 'Term' means all Licence Terms, collectively.