Go to the Additional Terms for services made available with the new accounts infrastructure.

This Google Workspace (formerly known as G Suite) via Reseller Agreement (the “Agreement”) is entered into by and between Google and the entity agreeing to these terms (“Customer”). “Google” means either (i) Google Asia Pacific Pte. Ltd., with offices at 70 Pasir Panjang Road, #03-71, Mapletree Business City II Singapore 117371, if Customer's billing address is in any country within the Asia Pacific region except as provided below for Customers with a billing address in Australia or New Zealand, or (ii) Google Australia Pty Ltd., with offices at Level 5, 48 Pirrama Road, Pyrmont, NSW 2009 Australia, if Customer’s billing address is in Australia. For Customers with a billing address in New Zealand, this Agreement is made and entered into by and between Customer and Google New Zealand Limited, with offices at PWC Tower, Level 27, 188 Quay Street, Auckland, New Zealand 1010, as an authorized reseller in New Zealand of the Services. “Google” means Google Asia Pacific Pte. Ltd. and/or its affiliates (including Google New Zealand Limited) as the context requires.

This Agreement is effective as of the date Customer clicks the “I Accept” button below or, if applicable, the date the Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind Customer, please do not click the “I Accept” button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer’s access to and use of the Services.

  1. Services.
    1. 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.
    2. Modifications.
      1. 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.
      2. 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, or will alert Reseller. 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, or Reseller notifies Google on Customer’s behalf, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current term for the affected Services. If the affected Services are renewed, they will be renewed under Google’s then current URL Terms.
    3. Verification to use the Services. Customer must verify a Domain Email Address or a Domain Name to use the Services. If Customer does not have valid permission to use the Domain Email Address or does not own or control the Domain Name, then Google will have no obligation to provide Customer with the Services and may delete the Account without notice.
    4. Service Specific Terms. The Service Specific Terms are incorporated by this reference into the Agreement.
  2. Customer Obligations.
    1. Compliance. Customer will (a) ensure that Customer and its End Users' use of the Services, including all access to and use of Customer Data by it and its End Users, complies with this Agreement and with any of its applicable contract terms or policies, including any employment contracts or employer's policies regarding technology usage, security, or confidentiality; (b) use commercially reasonable efforts to prevent unauthorized access or use of the Services; and (c) promptly notify Google of any unauthorized use of, or access to, the Services of which Customer becomes aware. Google makes optional Additional Products available to Customer and its End Users. Use of Additional Products is subject to the Additional Product Terms.
    2. Administration of the Services. Google will provide Customer access to the Admin Console for the Administrator to manage its use of the Services (and use of the Services by its End Users, if applicable). Customer may use the Admin Console to specify one or more Administrators who will have the rights to access Admin Account(s). As related to managing its End Users, Customer is responsible for: (a) maintaining the confidentiality and security of the End User Account(s) and associated passwords; and (b) any use of the End User Accounts. Customer agrees that Google's responsibilities do not extend to the internal management or administration of the Services for Customer or any End Users.
    3. Administrator Access to End User Accounts. An Administrator will have the ability to access, monitor, use, modify, withhold, or disclose Customer Data associated with End User Accounts and control End User's access to the Services. An Administrator may also have the ability to: (i) control account settings for End User Accounts (including changing End User Account passwords) and (ii) remove or disable any Services or Additional Products or other services/products enabled or installed using the End User Account. Use of Additional Products or other services/products with the End User Accounts is at Customer’s own risk.
    4. Consents. Customer will obtain and maintain all required consents to permit: (i) Customer's, and its End Users' if applicable, use of the Services; and (ii) accessing, storing, and processing of Customer Data under this Agreement.
    5. Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services, and to terminate any unauthorized use. Customer or Reseller will promptly notify Google of any unauthorized use of, or access to, the Services of which it becomes aware.
    6. Restrictions on Use. Unless Google specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (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 or access the Services in a manner intended to avoid incurring Fees; or (f) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws.
    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.
  3. Requesting End User Accounts; Services Term. Requesting End User Accounts, as well as initial and renewal terms for the Services, are to be decided upon between Customer and Reseller.
  4. Payment. Customer will pay Reseller for the Services. As a result, all payment terms are to be decided upon between Customer and Reseller.
  5. Technical Support Services.
    1. By Customer. Customer or Reseller will, 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 or Reseller will use commercially reasonable efforts to resolve support issues before escalating them to Google.
    2. By Google. If Customer or Reseller cannot resolve a support issue consistent with the above, then Customer or Reseller (as applicable based on the agreement between Google and Reseller) may escalate the issue to Google in accordance with the TSS Guidelines. Google will provide TSS to Customer or Reseller (as applicable) in accordance with the TSS Guidelines.
  6. Suspension.
    1. Of End User Accounts by Google. If Google becomes aware of an End User’s violation of the Agreement, then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google’s request to Suspend an End User Account, then Google may do so. The duration of any Suspension by Google will be until the applicable End User has cured the breach which caused the Suspension.
    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 use of the Services 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.
  7. Confidential Information.
    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.
    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.
    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.
  8. Intellectual Property Rights; Brand Features.
    1. Intellectual Property Rights. Except as expressly set forth 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. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Services.
    2. Display of Brand Features. Google may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services), and within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. 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.
    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.
  9. Publicity. Customer agrees that Google may include Customer’s name or Brand Features in a list of Google customers, online or in promotional materials. Customer also agrees that Google may verbally reference Customer as a customer of the Google products or services that are the subject of this Agreement. This section is subject to Section 8.3.
  10. Representations, Warranties and Disclaimers.
    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 Core Services in accordance with the applicable SLA.
  11. Term and Termination.
    1. Term. The term for the Services will be as decided upon between Reseller and Customer. This Agreement will remain in effect for the Term.
    2. Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
    3. Termination for Inactivity. Google reserves the right to terminate this Agreement and the provision of the Services upon 30 days advance notice if, for a period of 60 consecutive days, Customer, including any End Users: (a) has not accessed the Admin Console or (b) has not used the Services.
    4. Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Google will provide Customer or Reseller access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Google’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Google will delete Customer Data by removing pointers to it on Google’s active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
  12. Indemnification.
    1. By Customer. Customer will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer’s use of the Services in violation of the Acceptable Use Policy.
    2. By Google. Google will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Google’s technology used to provide the Services or any Google Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of any Services or Google Brand Features in a modified form or in combination with materials not furnished by Google, and (ii) any content, information or data provided by Customer, End Users or other third parties.
    3. Possible Infringement.
      1. Repair, Replace, or Modify. If Google reasonably believes the Services infringe a third party’s Intellectual Property Rights, then Google will: (a) obtain the right for Customer, at Google’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.
      2. 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 Services. If Google terminates the impacted Services, then Google will notify Customer or Reseller, or both.
    4. 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.
  13. Limitation of Liability.
    3. Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to violations of a party’s Intellectual Property Rights by the other party or indemnification obligations.
  14. Miscellaneous.
    1. Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b)notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
    2. Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
    3. Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) other than in the context of an internal restructuring or reorganization of its Affiliates: (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
    4. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
    5. No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
    6. Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
    7. No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
    8. No Third-Party Beneficiaries. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.
    9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
    10. Governing Law.
      1. 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.
      2. 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.
    11. Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
    12. Survival. The following sections will survive expiration or termination of this Agreement: Section 7, 8.1, 11.3, 12, 13, 14 and 16.
    13. Entire Agreement. This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. If Customer is presented with a similar agreement on the same subject matter upon its log in to use the Services, this Agreement supersedes and replaces that agreement. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
    14. 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 Agreement, and the terms located at any URL.
    15. Sub-contracting. Google reserves the right to sub-contract its obligations under the Agreement, in whole or in part, without the prior written consent of the other party, provided that the sub-contracting party remains fully liable for all such sub-contracted obligations and accepts full liability as between the parties for the actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.
    16. Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
  15. Core Services. If Customer purchases the Core Services, then the following terms will apply only to such Services:
    1. Ads. The default setting for the Services is one that does not allow Google to serve Ads. Customer or Reseller may change this setting in the Admin Console, which constitutes Customer’s authorization for Google to serve Ads. If Customer or Reseller enables the serving of Ads, it may revert to the default setting at any time and Google will cease serving Ads.
    2. Aliases. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Domain Name(s) verified for use with the Services, but Google may monitor emails sent to these aliases for Domain Names to allow Google to identify Services abuse.
  16. Definitions.
    • Acceptable Use Policy” means the acceptable use policy for the Services available at https://workspace.google.com/intl/en/terms/use_policy.html or such other URL as Google may provide.
    • Additional Products” means products, services and applications that are not part of the Services but that may be accessible for use with the Services.
    • Additional Product Terms” means the then-current terms at https://workspace.google.com/intl/en/terms/additional_services.html or other such URL as Google may provide.
    • Admin Account(s)” means the administrative account(s) provided to Customer by Google, or to Reseller by Customer, for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Google will provide to Customer or Reseller.
    • Admin Console” means the online tool provided by Google to Customer for use in reporting and certain other administration functions.
    • Administrators” mean the Customer-designated technical personnel who administer the Services on Customer’s behalf, and have the ability to access Customer Data and End User Accounts.
    • Ads” means online advertisements displayed by Google to End Users.
    • 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 (and where the party is Google, includes the Brand Features of a Google Affiliate), respectively, as secured by such party from time to time.
    • Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer’s Confidential Information.
    • Core Services” means the "Core Services" for as described in the Services Summary.
    • Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer, its Affiliates, End Users, or Reseller on behalf of Customer.
    • Domain Email Address” means the email address on the Domain Name for use in connection with the Services.
    • Domain Name” means the domain names which will be used in connection with the Services.
    • Domain Service” means a service provided by Google to Customer purely for Customer’s convenience, where Customer may, through a Google-provided interface, register domain names through, or transfer domain names to, Registrar Partners (as defined in the Domain Service Terms).
    • Domain Service Terms” means the terms at: https://workspace.google.com/intl/en/terms/domain_service_terms.html, or other such URL as may be provided by Google.
    • Emergency Security Issue” means either: (a) Customer’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.
    • End Users” means the individuals Customer permits to use the Services and who are managed by an Administrator.
    • End User Account” means a Google-hosted account established by Customer through its Administrator for an End User to use the Services.
    • Export Control Laws” means all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, 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.
    • Help Center” means the Google help center accessible at https://support.google.com/hl=en or other such URL as Google may provide.
    • 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.
    • 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.
    • Notification Email Address” means the email address designated by Customer to receive email notifications from Google. Customer may provide a Reseller email address for this purpose if it so chooses. Customer may change this email address through the Admin Console.
    • Other Services” means the “Other Services” as described in the Services Summary.
    • Reseller” means a non-Affiliate third party Google Workspace reseller Customer is paying to provide access to and use of the Services.
    • SDN List” is the US Treasury Department’s List of Specially Designated Nationals.
    • Service Pages” mean the web pages displaying the Services to End Users.
    • Service Specific Terms” means the terms specific to one or more Services at:https://workspace.google.com/terms/service-terms.
    • Services” means, as applicable, the Core Services or Other Services purchased from Reseller.
    • Services Summary” means the description of the Services, and related editions, as described here: https://workspace.google.com/intl/en/terms/user_features.html.
    • SLA” means the Service Level Agreement located here for applicable Core Services: https://workspace.google.com/intl/en/terms/reseller_sla.html, or such other URL as Google may provide 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.
    • Term” means the term of the Agreement, which will begin on the Effective Date and continue for as long as Customer is receiving Services from Google, unless terminated earlier pursuant to the Agreement, or pursuant to Customer’s agreement with Reseller.
    • 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.
    • TSS” means the technical support services provided by Google to the Administrators during the Term pursuant to the TSS Guidelines.
    • TSS Guidelines” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: https://workspace.google.com/intl/en/terms/tssg.html or such other URL as Google may provide.
    • URL Terms” means the Acceptable Use Policy, the SLA [the Service Specific Terms] and the TSS Guidelines.