G Suite Business (Team Managed) Agreement
Description
The following terms, together with the
If you are accepting on behalf of your employer or another organization, you represent and warrant that: (a) you have full legal authority to bind your organization to these terms and conditions; (b) you have read and understand this Agreement; and (c) you agree, on behalf of the party that you represent, to this Agreement.
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If you do not wish to agree to the terms of this Agreement, or if you don’t have the legal authority to bind your organization, please do not click the "Agree and Continue" button.
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1. Scope
This Agreement applies to Customer’s Managed Team’s use of the Services. For some Services, additional terms may apply. Additional terms will be available with the relevant Services, and those additional terms become part of this Agreement if the Managed Team uses those Services. -
2. Services
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1. Free Trial. Google may make Services available to Customer on a free trial basis for a Trial Period.
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a. During the Trial Period,
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I. Google will provide the applicable Services to Customer’s Managed Team at no charge.
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II. The Managed Team’s access and use of the Services are subject to the terms of this Agreement, except for Section 4.2 (Payment). Additional terms and conditions may appear in the online sign-up flow for the Trial Period. Any such additional terms and conditions are incorporated into this Agreement by reference and will control over any conflicting terms herein.
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III. Customer will be prompted to provide valid billing information.
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IV. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF IT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. GOOGLE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN ONE THOUSAND DOLLARS.
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V. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS-IS” AND GOOGLE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. GOOGLE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY EMERGENCY SERVICES CALLS.
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b. If Customer provides valid billing information during the Trial Period, the Managed Team will be able to access and use the Services after the Trial Period subject to this Agreement, including Section 4.2 (Payment). Customer will be automatically charged fees for the Managed Team’s access to and use of the Services for the Agreement immediately following the end of the Trial Period.
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c. If Customer does not provide valid billing information during the Trial Period, the Managed Team’s access and use of the Services will be Suspended at the end of the Trial Period. Customer may still provide valid billing information and, if provided, the Managed Team’s access to and use of the Services will be reinstated and Customer will be charged for the Managed Team’s access to and use of the Services in accordance with this Agreement, including Section 4.2 (Payment). Google reserves the right to delete or terminate Suspended accounts in accordance with this Agreement.
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d. Google will have no obligation beyond the end date of the Trial Period to retain, or otherwise make available, any Customer Data for Customer except where Customer has purchased the same Services to continue for a term beyond the Trial Period subject to this Agreement.
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2. Services Use. Google grants Customer the right to access and use the applicable Services during the Term in accordance with this Agreement. The applicable Services are subject to the SLA. Access to or use of certain Services may require additional fees.
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3. Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. Google has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services, Google may transfer, store, and process Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing, and storage of Customer Data.
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4. Modifications.
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a. To the Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services Google will inform Customer, provided that Customer has subscribed with Google to be informed about such change.
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b. To URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to the URL Terms, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer 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 Help Center within thirty days after receiving notice of the change. If Customer notifies Google as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term for the affected Services. If the affected Services are renewed, they will be renewed under Google's then current URL Terms
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3. Customer Obligations
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1. Compliance. Customer must ensure that all use of the Services by Customer and its End Users complies with the Acceptable Use Policy.
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2. Team Admin Console Any Team Administrator will have access to the Team Admin Console. Customer is responsible for authorizing End Users as Team Administrators and ensuring that all Team Administrators comply with the Agreement. Customer agrees that Google’s responsibilities do not extend to the internal management or administration of the Services for the Managed Team.
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3. End User Consent. If one or more End Users join the Managed Team, their use of the Services will be managed by the Team Administrators as long as the End Users are members of the Managed Team. Team Administrators may have the ability to access, monitor, use, remove, or disclose data available to End Users in the Managed Team within their Google Workspace accounts. Customer will obtain and maintain all required consents from End Users in the Managed Team to allow: (a) Team Administrators’ access, monitoring, use, removal, and disclosure of this data and Google providing Team Administrators with the ability to do so and (b) Google to provide the Services.
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4. Unauthorized Use. Customer must: (a) use commercially reasonable efforts to prevent unauthorized use of the Services and to suspend or terminate any unauthorized use; (b) promptly notify Google support of any unauthorized use of, or access to, the Services of which it becomes aware; and (c) notify Google support immediately if it becomes aware that Customer or any End User using the Services has ceased to have control of an applicable Notification Email Address. Customer is solely responsible for any unauthorized access resulting from any delay or failure in providing such notification to Google.
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5. Restrictions on Use. Unless Google specifically agrees in writing, Customer must not, and must use commercially reasonable efforts to make sure a third party does not: (a) sell, resell or lease the Services to a third party or otherwise make the Services available on a paid basis to a third party; (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws; or (f) use the Services in connection with any protected health information subject to the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations thereunder (“HIPAA”).
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6. Compliance with Laws. Where applicable, Customer is solely responsible for compliance with all laws and regulations that apply to the Managed Team’s use of the Services, such as copyright laws, data protection laws, the U.S. Family Educational Rights and Privacy Protection Act of 1974 (FERPA), Children’s Internet Protection Act (CIPA), the Children’s Online Privacy Protection Act of 1998 (COPPA), including obtaining parental consent concerning any collection or dissemination of personal information of students or children, and all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Furthermore, Customer will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.
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7. 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) provide Customer with the information or tools 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 Google only if it cannot reasonably obtain such information.
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4. Billing and Payment
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1. Billing. Customer may elect one of the following billing options, or from among other options offered by Google on the Order Page, when placing its order for the Services. Google may change its offering of billing options, including by limiting or ceasing to offer any billing option, upon thirty days written notice to Customer (which may be by email). Billing options may not be available to all customers. Customer may pay for the Services using the payment options listed in Section 4.2 below.
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a. Monthly Plan. With a monthly plan, Customer will not be committed to purchase the Services for a pre-defined term, but will pay for the Services on a monthly basis. Google will bill Customer: (i) Fees based upon the Managed Team’s daily usage of the Services during the preceding month; and (ii) monthly in arrears for its use of the Services. Google will provide Customer with the monthly rate for the Services when Customer orders the Services, and will use this rate to calculate the Fees, on a prorated basis, for the Managed Team’s daily usage during that month. Any partial day of Services usage will be rounded up to a full day of Services usage for the purposes of calculating Fees.
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b. Alternative Billing. Google may offer Customer alternative billing options or plans from time to time (for example, on the Order Page). In the event Customer accepts an alternative billing option or plan, the terms of that option or plan shall apply as identified in the offer.
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2. Payment. All payments due are in U.S. dollars unless otherwise indicated on the Order Page.
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a. Credit Card or Debit Card. Fees for orders where Customer is paying with a credit card, debit card, or other non-invoice form of payment, are due at the end of the month during which the Managed Team received the Services. For credit cards, or debit cards, as applicable: (i) Google will charge Customer for all applicable Fees when due and (ii) these Fees are considered delinquent thirty days after the end of the month during which the Managed Team received the Services.
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b. Other Forms of Payment. Customer may change the payment method to those available within the Team Admin Console. Google may enable other forms of payment by making them available in the Team Admin Console. These other forms of payment may be subject to additional terms which Customer may have to accept prior to using the additional forms of payment.
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3. Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting such delinquent amounts, except where such delinquent amounts are due to Google’s billing inaccuracies.
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4. Suspension for Non-Payment.
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a. Automatic Suspension. Customer will have thirty days to pay Google delinquent Fees. If Customer does not pay Google delinquent Fees within thirty days, Google will automatically Suspend the Managed Team’s use of the Services. The duration of this suspension will be until Customer pays Google all outstanding Fees.
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b. During Suspension. If the Managed Team’s use of the Services is Suspended for non-payment, Google will stop charging Customer monthly Fees during the Managed Team’s suspension for non-payment.
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c. Termination After Suspension. If the Managed Team’s Services remain Suspended for non-payment for more than sixty days, Google may terminate this Agreement for breach pursuant to Section 12.2. To the extent any End User continues to use Services after the termination of this Agreement but before there is a verified Domain Administrator, the Google Workspace Individual User Terms of Service, Google Terms of Service, Google Privacy Policy, and any service-specific terms will govern that End User’s use of the Services. Google reserves the right to delete or terminate Suspended accounts in accordance with the Google Terms of Service.
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5. Taxes. Customer is responsible for any Taxes, and Customer must pay Google for the Services without any reduction for Taxes. If Google is obligated to collect or pay Taxes, the Taxes will be billed to Customer, unless Customer provides Google with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Google, Customer must provide Google with an official tax receipt or other appropriate documentation to support such payments.
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5. Technical Support Services
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1. By Customer. Customer must, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Customer must use commercially reasonable efforts to resolve support issues before escalating them to Google.
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2. By Google. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Google will provide TSS to Customer for the Managed Team’s use of Services in accordance with the TSS Guidelines.
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6. Suspension
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1. Of End User Accounts by Google. If Google becomes aware that an End User ceases to have control of the applicable Notification Email Address or otherwise is in violation of the Agreement, then Google may Suspend or terminate the End User account.
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2. Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Google Suspends an End User in the Managed Team for any reason without prior notice to Customer, at Customer’s request, Google will provide Customer the reason for the Suspension as soon as is reasonably possible. Google reserves the right to delete or terminate Suspended accounts.
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7. Confidential Information
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1. Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.
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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.
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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 commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
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8. Intellectual Property Rights; Brand Features
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1. Intellectual Property Rights. Except as expressly set forth in this Agreement, 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.
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2. Display of Brand Features. Google may display those Organization Brand Features authorized by Customer (such authorization is provided by Customer uploading Organization Brand Features into the Services) within designated areas of the Service Pages. Google may also display Google Brand Features on the Service Pages to indicate that the Services are provided by Google. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.
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3. Brand Features Limitation. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
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9. Publicity
Customer may not make any public statement regarding the relationship contemplated by this Agreement without Google’s prior written consent. -
10. Representations, Warranties and Disclaimers
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1. Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law). Google warrants that it will provide the Services in accordance with the applicable SLA.
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2. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, NEITHER PARTY MAKES 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 MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICE CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.
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11. Term
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1. Agreement Term. This Agreement will remain in effect for the Term unless terminated earlier in accordance with this Agreement.
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2. End Users in Managed Team. Customer may alter the number of End Users in the Managed Team by communicating the appropriate number of End Users via the Team Admin Console.
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3. Renewal. With a monthly plan, Customer is not committed to purchase the Services for a pre-defined term. Google will continue billing Customer Fees consistent with Section 4.1(a) above. Customer will continue to pay Google the then-current Fees for each End User in the Managed Team unless Customer and Google mutually agree otherwise. If Google does not want the Services to renew, then it will provide Customer written notice to this effect at least fifteen days prior to the end of the then-current Services Term. This notice of non-renewal will be effective upon the conclusion of the then-current Services Term.
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4. Revising Rates. Google may revise its rates by providing Customer at least thirty days written notice (which may be by email).
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12. Termination
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1. Termination Due to Domain Administration. Once a Domain Administrator verifies control of the Organization Domain and gains access to End Users’ accounts via the Domain Admin Console, this Agreement automatically terminates. To the extent that the Domain Administrator allows End Users to use one or more Additional Products, the Google Terms of Service, Google Privacy Policy, and any service-specific terms will continue to apply to End Users’ use of such Additional Products.
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2. 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 thirty days after receipt of written notice; (b) Customer ceases to have control of the applicable Notification Email Address; (c) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (d) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
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3. Effects of Termination. If this Agreement terminates, then the rights granted by one party to the other will cease immediately (except as set forth in Sections 12.1 and 12.3). Google will have no obligation beyond the termination date to retain, or otherwise make available, any Customer Data for Customer. To the extent any End User continues to use the Services after the termination of this Agreement but before there is a verified Domain Administrator, the Google Workspace Individual User Terms of Service and any service-specific terms will govern that End User’s use of the Services. If this Agreement terminates due to domain administration (as set forth in Section 12.1), then Google will notify End Users through their Notification Email Address and Recovery Email Address (if provided) that End Users have a Domain Administrator. Once a Domain Administrator gains access to End Users’ account, (a) End Users’ accounts will be managed by the Domain Administrator; (b) Customer Data will be controlled by the Domain Administrator; and (c) any use of the Services by End Users will be determined by the Domain Administrator and governed by the Domain Administrator’s Domain Admin Agreement with Google.
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13. Defense and Indemnity
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1. Customer Indemnification Obligations. Subject to Section 13.3 (Conditions), Customer will defend Google and its Affiliates, and indemnify Google and its Affiliates against:
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a. settlement amounts approved by Customer; and
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b. damages and costs awarded in a final judgment against Google by a competent court,
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in any Third-Party Legal Proceeding, to the extent arising from (a) Customer Data or the Organization Domain; (b) Customer’s or an End User’s use of the Services in violation of the Acceptable Use Policy; or (c) an allegation that Google’s use of Customer’s Brand Features in accordance with this Agreement infringes the third party’s Intellectual Property Rights.
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2. Google Indemnification Obligations. Subject to Section 13.3 (Conditions), Google will defend Customer, and indemnify Customer against:
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a. settlement amounts approved by Google; and
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b. damages and costs awarded in a final judgment against Customer by a competent court,
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in any Third-Party Legal Proceeding to the extent arising from an allegation that Customer’s use of Google’s technology or Brand Features in accordance with this Agreement infringes the third party’s Intellectual Property Rights.
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Obligations under this Section 13.2 (Google Indemnification Obligations) will not apply to the extent the underlying allegation arises from the indemnified party’s breach of this Agreement or from modifications to or combinations of Google's technology used to provide the Services or of Google’s Brand Features that were not provided by Google.
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3. Conditions. Sections 13.1 and 13.2 (Obligations) are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of any allegations that preceded the Third Party Legal Proceeding; and (b) tendering sole control of the indemnified portion of the legal proceeding to the indemnifying party.
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4. Remedies for Alleged Infringement.
If Google's technology used to provide the Services or Google's Brand Features is subject to an allegation of infringement or a Third-Party Legal Proceeding, or if an injunction prevents continued use of Google's technology used to provide the Services or of Google's Brand Features, then Google may, at Google’s expense: (a) obtain the right for Customer to continue using the Services; or (b) provide a replacement for or modify the Services so that the Services no longer infringe. -
5. Sole Rights and Obligations. Without affecting any termination rights, under Section 12.5, and subject to Section 14 (Limitation of Liability), this Section 13 states the parties’ only rights and obligations under this Agreement relating to third-party allegations of Intellectual Property Rights infringement and to Third-Party Legal Proceedings
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14. Limitation of Liability
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1. Liability. In Section 14, “Liability” means any liability, whether under contract, tort, or otherwise, including for negligence.
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2. Limitations. Except as set forth in Section 14.3, and to the extent permitted by applicable law,
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a. neither party will have any Liability arising out of or relating to this Agreement for: (i) the other party’s lost revenues; (ii) indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated by the parties as of the Effective Date); or exemplary or punitive damages; and
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b. except as set forth in Subsection (c), each party’s total aggregate Liability arising out of or relating to this Agreement is limited to the amount paid by Customer to Google under this Agreement in the twelve months immediately preceding the date on which the liability arose; and
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c. each party’s total aggregate Liability for all allegations and Third-Party Legal Proceedings under Section 13 (Defense and Indemnity) is limited to the lesser of (i) $100,000; or (ii) the amount paid by Customer to Google under this Agreement in the twelve months immediately preceding the date on which the liability arose.
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3. Exceptions to Limitations. Nothing in this Agreement excludes or limits either party’s Liability for:
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a. death or personal injury resulting from its negligence or the negligence of its employees or agents;
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b. fraud or fraudulent misrepresentation;
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c. infringement of the other party’s Intellectual Property Rights;
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d. payment of the Fees; or
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e. matters for which liability cannot be excluded or limited under applicable law.
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15. Miscellaneous
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1. Notices. Unless specified otherwise in this Agreement, all notices of termination or breach must be in English, in writing and addressed to the other party’s legal department. The address for notices 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). -
2. Assignment. Neither party may assign or transfer this Agreement without the written consent of the other party, except to an Affiliate, but only if the Agreement is assigned in its entirety to that Affiliate and: (a) the assignee agrees in writing to be bound by the terms of this Agreement and liable for obligations under the Agreement including obligations prior to the assignment; (b) the assigning party has notified the other party of the assignment and (c) where Customer is the assignor, the assignee has passed any relevant credit checks required by Google. Any other attempt to transfer is void.
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3. Change of Control. If either party is subject to a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party subject to the change of control will provide written notice to the other party within thirty (30) days after the change of control; and (b) the other party may terminate this Agreement with immediate effect, by written notice to the party subject to the change of control, any time between the change of control and thirty (30) days after the other party receives the written notice referred to in subsection (a).
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4. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
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5. No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
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6. Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
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7. No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
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8. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
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9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
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10. Governing Law.
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a. For Customers Billed to in Australia, New Zealand, India, Japan, Singapore. 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.
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b. For All Other Customers Billed to in Asia Pacific. This Agreement is governed by California law, excluding California’s choice of law rules. The parties will try in good faith to settle any dispute relating to this Agreement (“Dispute”) within thirty days after the Dispute arises. If the Dispute is not resolved within thirty days, it must be resolved by arbitration by the International Centre for Dispute Resolution of the American Arbitration Association and conducted in accordance with its Expedited Commercial Rules in force as of the Effective Date. There will be one arbitrator selected by mutual agreement of the parties. The arbitration will be conducted in English in Santa Clara County, California, USA. Either party may apply to any court having jurisdiction for injunctive relief necessary to protect its rights pending resolution of the arbitration. Any decision rendered by the arbitrator will be final and binding on the parties, and judgment thereon may be entered by any court of competent jurisdiction. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Agreement. All information disclosed in connection with the arbitration, including the existence of the arbitration, will be Confidential Information governed by Section 7 of this Agreement. The parties may, however, disclose this information to an appropriate court under confidentiality restrictions, as necessary to seek enforcement of any arbitration award or judgment or to seek any relief permitted under the terms of this Agreement.
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11. Survival. The following sections will survive expiration or termination of this Agreement: Sections 4, 7, 8, 12.1, 12.3, 13, 14, 15, and 16.
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12. Entire Agreement. This Agreement, including all documents referenced herein and any applicable service-specific additional terms, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. For clarity, any applicable service-specific additional terms and the terms located at a URL and referenced in this Agreement are hereby incorporated by reference.
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13. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the G Suite Business (Team Managed) Agreement, the Google Workspace Individual User Terms of Service, any applicable service-specific additional terms, and the terms located at any URL.
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16. Definitions
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"Acceptable Use Policy". means the acceptable use policy for the Services available at
https://workspace.google.com/terms/use_policy.html . The Acceptable Use Policy and such URL link may be updated or modified by Google from time to time. -
"Additional Products". means the additional Google services that may be accessible to the Managed Team but are not Services. Additional Products are described here:
https://support.google.com/a/answer/181865 (or such other URL as Google may provide), and as updated or modified by Google from time to time. -
"Admin Console". means the online tool provided by Google to customers to perform certain administration functions.
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"Affiliate". means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
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"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.
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"Confidential Information" means information that is disclosed by the parties under this Agreement that would normally be considered confidential information under the circumstances. Confidential Information does not include information that is independently developed by the parties, is rightfully given to a party by a third party without confidentiality obligations, or becomes public through no fault of the party. Customer Data is considered Confidential Information.
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"Customer Data" means data provided, generated, transmitted, or displayed via the Services by Customer or End Users on the Organization Domain.
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"Domain Admin Agreement". means an agreement for the use or provision of Google services between Google and the person(s) or entity that verifies control of the Organization Domain, such as a Google Workspace Agreement.
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"Domain Admin Console". means the version of the Admin Console that Google provides to Domain Administrators to manage accounts on the Organization Domain.
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"Domain Administrator" means the person(s) or entity that administers the Services to the Managed Team after: (i) verifying control of the Organization Domain and (ii) entering into a Domain Admin Agreement with Google.
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"Emergency Security Issue". means either: (a) Customer’s or an End User’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customers’ use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
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"End User" means any individual using the Services from an account on the Organization Domain.
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"Export Control Laws". means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
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"Fees" means the amounts billed to Customer by Google for the Managed Team’s use of the Services.
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"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.
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"Indemnified Liabilities". means (a) settlement amounts approved by the indemnifying party; and (b) damages and costs awarded in a final judgment against the indemnified party by a competent court.
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"Intellectual Property Rights". means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
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"Managed Team". means a group of End Users on the Organization Domain whose use of the Services is administered by Customer and any Team Administrators authorized by Customer.
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"Notification Email Address". means the email address on the Organization Domain that an End User will use in connection with the Services.
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"Order Form". means the online order page or pages, or other ordering document acceptable to Google under this Agreement that Customer completes in signing up for the Services. The Order Form may describe (a) the Services and payment plan selected by Customer; (b) fees; (c) number of End Users in Managed Team. Order Forms are incorporated into the Agreement by this reference.
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"Order Term". means each period of time during which Customer is authorized by Google to use the Services under this Agreement, as may be further specified in an Order Form (including any renewal periods).
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"Organization Domain". means the domain that will be used in connection with the Services.
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"Recovery Email Address". means an email address not on the Organization Domain that an End User may designate to receive certain email communications from Google. An End User may change this email address through account settings.
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"Service Pages". means the web pages displaying the Services to End Users.
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"Services". means the applicable Google Workspace Core Services that do not require a Domain Administrator to verify control of the Organization Domain that are provided by Google and used by Customer’s Managed Team under this Agreement. These Services are further described here:
https://workspace.google.com/terms/user_features.html (or such other URL as Google may provide), and as updated or modified by Google from time to time. Some Services may not be available to End Users until a Domain Administrator verifies control of the Organization Domain. -
"SLA". means the Service Level Agreement then in effect for the applicable Services. The SLA is located at the following URL:
https://workspace.google.com/terms/sla.html (or such other URL as Google may provide), and as updated or modified by Google from time to time. -
"Suspend". means the immediate disabling of access to the Services or components of the Services, as applicable, to prevent further use of the Services.
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"Taxes". means any duties, customs fees, or taxes (other than Google’s income tax) associated with the sale of the Services, including any related penalties or interest.
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"Team Admin Console". means the version of the Admin Console that Google provides to Team Administrators to manage the Managed Team’s use of the Services.
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"Team Administrator". means the Customer and any person(s) or entity authorized by Customer to administer the Services to End Users in a Managed Team. A Team Administrator can become a Domain Administrator by verifying control of the Organization Domain and entering into a Domain Admin Agreement with Google.
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"Term". means the period commencing on the effective date of the initial Order Term and continuing for as long as an Order Term remains in effect, subject always to early termination in accordance with this Agreement
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"Third Party Legal Proceeding". means any formal legal proceeding filed by an unaffiliated third party before a court or governmental tribunal (including any appellate proceeding).
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"Third Party Request" means a request from a third party for records relating to an End User's use of the Services. 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.
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"Trial Period". means the period of time indicated on the Order Form that starts on the Effective Date and ends no later than the 30th day after the applicable Effective Date.
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"TSS". means the technical support services provided by Google to the Team Administrators for the Managed Team’s use of the Services during the Term pursuant to the TSS Guidelines.
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"TSS Guidelines". means Google’s technical support services guidelines then in effect for the applicable Services. TSS Guidelines are at the following URL:
https://workspace.google.com/terms/tssg.html (or such other URL as Google may provide), and as updated or modified by Google from time to time. -
"URL Terms" means the "Acceptable Use Policy," the "SLA," and the "TSS Guidelines."
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