1. Introduction

• 1.1. This agreement applies to the Google product (“the Product”) identified in the Early Adopter Program application form (“the EAP application”).

• 1.2. By entering the previously requested information in the EAP application, and by clicking the "Submit" button, you agree on behalf of your company (“you” or “your”) to comply with the terms described in this agreement.

• 1.3. Each party represents and warrants that it has full power and authority to sign this agreement.

• 1.4. U.S. federal, state, and local government agencies are not eligible for the Early Adopter Program.

2. Participation

• 2.1. Google may give you access to certain products, features and services, which are in different stages of development. Those products, features, and services may not always perform as specified. You are responsible for protecting yourself, your property, your data, and others from any risks caused by Google products, features, and services.

• 2.2. Google will ask you to provide feedback. Your feedback must be truthful and accurate.

• 2.3. Google will not provide any compensation for participating as an Early Adopter, and Google has the right to suspend your participation at any time.

• 2.4. To participate as an Early Adopter, you must be an existing Google Workspace customer.

• 2.5. Google makes no representations or promises about the geographic location of where your data is stored. In addition, the Cloud Data Processing Addendum does not apply to your use of the Product.

• 2.6. You further acknowledge that the Product is under development and/or testing. Therefore, there may be known and unknown bugs that could produce unexpected results. For example, the Product may have certain limitations (as described in the top section of application form). You agree to backup data if appropriate. You further agree to use the Product at your own risk.

• 2.7. The Product is not currently available for sale to customers. Prior to public launch, and in response to customer feedback, Google may modify the Product features and functionality without notice.

3. Intellectual Property Rights

• 3.1. You may use the Google Products provided to you to evaluate them. Google retains title, ownership, and all rights to the Google Product, and anything else that Google makes available to you.

• 3.2. Feedback. You agree to provide feedback to Google, which shall include but not be limited to survey responses, bug reports, and feature requests. You hereby assign to Google all right, title and interest in and to any feedback you submit under this agreement or, if such assignment is not enforceable for any reason, then you agree to do one of the following (including performing such acts as may reasonably be required), at Google’s request: (i) transfer or assign to Google all of your rights regarding such feedback to Google; (ii) grant Google a perpetual, exclusive, irrevocable, worldwide, royalty-free license to use such feedback; or (iii) grant Google any other reasonable rights as requested by Google. You understand that Google will not provide any compensation for your provision of feedback or participation in the Program.

4. Confidentiality

• 4.1. Any information that Google provides under this agreement, as well as your feedback and other submissions, is confidential. As an exception, information that you knew before receiving it from Google, public information, or information that was lawfully disclosed to you is not confidential. You must immediately tell Google if you are legally required to disclose confidential information.

• 4.2. You must keep all of Google’s confidential information secret and use it only to evaluate the Google Product.

5. Term

• 5.1. This agreement becomes effective when you click the “Submit” button and remains in force until either party gives written termination notice, which shall be effective immediately.

• 5.2. Upon termination, you will provide to Google, or, at Google’s sole discretion, promptly destroy and delete all submissions and confidential information, and, if requested by Google, certify in writing compliance with this Section 5. Google will remove you from the program and any related mailing lists within thirty (30) days of receiving your termination notice. Section 3, Section 4, and Sections 6 through 8 survive termination of this agreement.

6. Warranty Disclaimer

• 6.1. GOOGLE PROVIDES ALL GOOGLE PRODUCTS AND OTHER ITEMS AND INFORMATION HEREUNDER “AS IS” WITHOUT ANY EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND. GOOGLE DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY DISSATISFACTION IS TERMINATION IN ACCORDANCE WITH SECTION 5.

7. Limitation of Liability

• 7.1. IN NO EVENT SHALL GOOGLE HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, OR DATA, OR COST OF COVER. GOOGLE’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM OR HARM CAUSED BY ANY GOOGLE PRODUCT SHALL NOT EXCEED THE MONETARY VALUE OF ANY FEEDBACK PROVIDED BY YOU HEREUNDER, OR ONE HUNDRED U.S. DOLLARS (US$100), WHICHEVER IS LESS. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF GOOGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL NOT APPLY, HOWEVER, WITH RESPECT TO ANY DAMAGES THAT GOOGLE INTENTIONALLY CAUSES TO YOU.

8. Indemnification

• 8.1. You will defend and indemnify Google and its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding arising from your use of the Product. Any settlement requiring Google to admit liability or to pay any money will require Google’s prior written consent, such consent not to be unreasonably withheld or delayed. Google may join in the defense with its own counsel at its own expense.

9. Governing Law

• 9.1. This agreement is governed by California law, excluding California’s choice of law rules. FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA, except that either party may seek injunctive relief in any court of competent jurisdiction worldwide.

10. Miscellaneous

• 10.1. The parties are independent contractors, and this agreement does not create an agency, partnership or joint venture. Your rights and obligations under this agreement are specific to you, and you cannot assign them to anyone else. Google may freely assign or delegate its rights and obligations under this agreement. This is the entire agreement between you and Google. Google can modify the agreement and notify you, and your continued participation in the program shall constitute your acceptance of the modified agreement. You may not modify this agreement without Google’s written consent. Failure to enforce any provision will not constitute a waiver. The English language version is legally binding and shall prevail in case of any inconsistencies with translated versions.

• 10.2. You acknowledge and agree that the Service Level Agreement (“SLA”) and any Technical Support Service Guidelines do not apply, in whole or in part, to your use or participation in the Early Adopter Program and that Google will not provide Service Credits in the event of any downtime.

11. Notice Regarding Processing of Personal Data

• 11.1. The Product is not a Google Workspace Service (as defined in the Google Workspace Agreement) or Included Functionality (as defined in the Google Workspace HIPAA Business Associate). Google may use and share personal information that you provide in connection with this agreement. Google’s Privacy Policy applies, as amended from time to time, available at https://www.google.com/privacy.html or on request.

• 11.2. HIPAA Disclaimer: Unless otherwise specified in writing by Google, Google does not intend the use of the Product to create obligations under the Health Insurance Portability and Accountability Act, as amended, (“HIPAA”), and makes no representations that the Product satisfies HIPAA requirements. If you are (or become) a Covered Entity or Business Associate under HIPAA, you agree not to use the Product for any purpose or in any manner involving Protected Health Information unless you have received prior written consent to such use from Google.