Google Workspace

ANDROID FOR EDUCATION – ADMINISTRATION SERVICES AGREEMENT

This Administrative Services Agreement (the “Agreement”) is entered into by and between Google Inc., a Delaware corporation, with offices at 1600 Amphitheatre Parkway Mountain View, California 94043 (“Google”) and the educational institution agreeing to these terms (“Customer”).

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

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

    • 1 License.

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

      • 1.2 Privacy Policy. The Solution and its interaction with the administered Supported Hardware are subject to Google’s Privacy Policy. Changes to the Privacy Policy will be made as stated in the policy.

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

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

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

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

    • 2 Modifications and Updates; Digital Content.

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

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

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

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

    • 3 Customer Obligations.

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

      • 3.2 End User Privacy. Customer’s Administrators may have the ability to access, monitor, use, or disclose data concerning End Users in connection with the provisioning and use of the Solution including location of Supported Hardware. Customer acknowledges and agrees that it is solely responsible for and will obtain and maintain all required consents (including parental consents) to allow: (i) Customer’s access, monitoring, use and disclosure of this data and Google providing Customer with the ability to do so and (ii) Google to provide the Solution. If Customer is an educational institution with students under 13 years of age, Customer acknowledges and agrees that it is solely responsible for compliance with the Children's Online Privacy Protection Act of 1998, including, but not limited to, obtaining parental consent concerning collection of students' personal information used in connection with the provisioning and use of the Solution by the Customer.

      • 3.3 Restrictions on Use. Except to the extent expressly permitted in this Agreement or otherwise agreed by Google in writing, Customer will not, and will use its reasonable endeavors to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services to a third party; (b) attempt to reverse engineer the Solution or any component of the Solution except as permitted by law; or (c) attempt to create a substitute or similar service through use of, or access to, the Services.

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

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

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

    • 5 Technical Support Solution.

      • 5.1 By Customer. Customer will, at its own expense, respond to questions and complaints from Administrators and End Users or third parties relating to Customer’s use of the Solution. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Google.

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

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

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

    • 6 Disclaimer.
      Except as expressly provided in this agreement, to the maximum extent permitted by applicable law, NEITHER PARTY (NOR its LICENSORS) MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE DOES NOT WARRANT THAT THE OPERATION OF THE SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED. GOOGLE IS NOT RESPONSIBLE FOR ANY THIRD PARTY PRODUCTS (INCLUDING WIRELESS INTERNET CONNECTIVITY) OR WEBSITES WHICH CUSTOMER MAY ACCESS VIA THE SOLUTION.

    • 7 Term.

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

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

    • 8 Termination.

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

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

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

    • 9 Indemnification.

      • 9.1 By Google. Subject to Clause 9.2, Google will indemnify, defend, and hold harmless Customer from and against all proven damages, liabilities and costs (including settlement costs with Google’s consent and, subject to Clause 9.4, reasonable attorneys’ fees) arising out of a third party claim that Google’s technology used to provide the Solution (excluding the Android OS, other open source software and Third Party Products) infringes or misappropriates any patent, copyright, trade secret or trademark of that third party.

      • 9.2 Exceptions. The obligations specified in Clause 9.1 do not apply if the third party claim is caused by, or results from: (a) Customer’s combination or use of the Solution with Third Party Products, if the claim would have been avoided but for Customer’s combination or use of the Solution with Third Party Products; (b) modification of the Solution by anyone other than Google if the third party claim would have been avoided but for the modification; (c) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (d) use of the Solution in a manner not in accordance with this Agreement or the Documentation; (e) Customer’s use of a release of the Solution other than Google’s most current release of the Solution if the third party claim would have been avoided by use of the most current release; (f) use of any content, information, or data provided by Customer, Administrators, any reseller, End Users or other third parties, if the third party claim would have been avoided by not using that content, information or data; or (g) Supported Hardware or other hardware.

      • 9.3 By Customer. Unless prohibited by applicable law and without waiving sovereign immunity, Customer will indemnify, defend, and hold harmless Google from and against all proven damages, liabilities and costs (including settlement costs with Customer’s consent and, subject to Clause 9.4, reasonable attorneys’ fees) arising out of a third party claim made against Google for infringement or misappropriation based on conduct by Customer as described in Clause 9.2.

      • 9.4 Possible Infringement.

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

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

      • 9.5 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

    • 10 Limitation of Liability.

      • 10.1 Limitation on Indirect Liability. NEITHER PARTY NOR ITS LICENSORS 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.

      • 10.2 Limitation on Amount of Liability. NEITHER PARTY NOR ITS LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

      • 10.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to indemnification obligations under Sections 9.1 and 9.3 or violations of a party’s Intellectual Property Rights by the other party.

    • 11 Government Purposes.
      The Solution was developed solely at private expense and contains commercial computer software and related documentation within the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto. If the user of the Solution is an agency, department, employee, or other entity of the United States Government, under FAR 12.212 and DFARS 227.7202, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Solution, including technical data or manuals, is governed by the terms and conditions contained in this Agreement, which is Google’s standard commercial license agreement.

    • 12 Brand Features.

      • 12.1 Display of Brand Features. Customer agrees that. Google may include Customer’s name and Brand Features in a list of Google customers and Customer also agrees that Google may verbally reference Customer as a customer of the Solution. The licensed party may not display or use the licensing party’s Brand Features except as expressly permitted in this Agreement without the licensing party’s prior written consent, and use by Customer of Google’s Brand Features is subject to compliance with the then current Google brand guidelines as set out at the following URL: https://www.google.com/permissions/guidelines.html (or such other URL as Google may provide).

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

    • 13 Confidential Information.

      • 13.1 Obligations. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, subcontractors, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities may use such Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it.

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

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

    • 14 Miscellaneous.

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

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

    • 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.

    • 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.

    • Subcontracting. Either party may subcontract any of its obligations under this Agreement, without the written consent of the other. The subcontracting party will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors.

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

    • No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

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

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

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

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

    • Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to their subject matter. In entering into this Agreement the parties have relied solely on the express statements in this Agreement.

    • 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.

    • Governing Law.

    • (a) For City, County, and State Government Entities. If Customer is a city, county or state government entity, then the parties agree to remain silent regarding governing law and venue.

    • (b) For Federal Government Entities. If 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.

    • (c) For All Other Entities. If Customer is any entity not specified in paragraphs (a) or (b) above 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.

    • Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form, the Agreement, and then the terms located at any URL.

    • 15 Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

    • “Intellectual Property Rights” means current and future 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 hereafter in force and effect worldwide.

    • “Privacy Policy” means Google’s privacy policy available at the following URL: https://www.google.com/privacy, or such other URL as Google may provide.

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

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

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

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

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

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

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

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