As part of your application process for the Google Workspace for Education Certification Program ("Program"), you must agree to these program terms ("Agreement") with Google Inc. ("Google"). This Agreement applies to your participation in the Program. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to this Agreement; (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 don't have the legal authority to bind your employer or the applicable entity, please do not click the "I Accept" button below. HOWEVER, NOTE THAT UNDER THE TERMS YOU WILL NOT BE PART OF THE PROGRAM AND YOU WILL HAVE NO RIGHTS UNDER THIS AGREEMENT UNTIL AND UNLESS GOOGLE ACCEPTS YOU INTO THE PROGRAM AS DESCRIBED BELOW.
Program Participation Rules.
- A. Acceptance. Your participation in the Program is conditioned on Google's acceptance, which is at Google's sole discretion. Your acceptance into the Program is effective only after Google confirms your acceptance by email identifying you as a "Certified Trainer."
- B. Brand Features. If Google accepts you into the Program, you may (a) identify yourself as a "Certified Trainer" on your website and in your marketing materials, including through use of the logos provided by Google and (b) provide training and support services related to Google Workspace for Education to your customers. Your use of the logos (and any other Google brand features permitted by Google) must be in compliance with the Google brand feature use guidelines available at http://www.google.com/permissions/guidelines.html (or such other URL as may be provided by Google). You may not issue a press release that references your participation in the Program without Google's prior written approval. At any time, Google may withdraw permission to identify yourself as a member of the Program and to use any logos or any other Brand Features.
- C. Maintain Qualifications. The evaluation criteria for the Program are described at the following URL: http://www.google.com/a/help/intl/en/edu/certification_details.html (or such other URL as may be provided by Google). Following your initial acceptance into the Program, you must maintain these qualifications (which Google may update) to remain a participant in the Program.
- D. Listing in Google Workspace Marketplace. If Google accepts you into the Program, you grant Google permission to display your brand features and other information about you to identify you as a participant in the Program, including on the Google Workspace Marketplace, found at the following URL: http://www.google.com/enterprise/marketplace/search?categoryId=16 (or such other URL as may be provided by Google).
- E. Relationship with Customers. You must notify your customers that you are an independent party that is not employed, endorsed, or otherwise affiliated with Google. You are solely responsible for any services that you perform for your customers, including billing and all other aspects of the customer relationship. You (and not Google) are responsible for all costs that you incur related to your provision of services to your customers and your participation in the Program. To avoid customer confusion, you may not subcontract out to a third party any of the services you provide to your customers related to Google Workspace for Education. You must provide services to your customers in a professional, responsive and workmanlike manner consistent with reasonable industry standards. You must perform your services in a manner consistent with and you must not cause or encourage your customers to violate the Google Workspace for Education Agreement available here: http://www.google.com/apps/intl/en/terms/education_terms.html.
- F. Other Google Services. To the extent any other additional products or services that are supplied by Google and you choose to use them, you must use them consistent with the terms for that particular product or service.
- Intellectual Property Rights. 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, Google owns all Intellectual Property Rights in Google Workspace for Education.
- Representations and Warranties. Each party represents that it has full power and authority to enter into this Agreement. You represent that you will comply with all applicable laws in connection with your participation in the Program.
- Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, GOOGLE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
- Limitation of Liability. GOOGLE AND ITS AFFILIATES WILL NOT HAVE ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, RELATED TO THE PROGRAM AND GOOGLE APPS FOR EDUCATION. THESE LIMITATIONS ON LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
- Indemnification. You will indemnify, defend and hold Google and its affiliates harmless from any third party claims and related expenses arising from your breach of this Agreement or any services that you perform for your customers.
- Confidential Information. 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 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. 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. 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.
- Termination. Your participation in the Program is voluntary. If you wish to terminate your participation in the Program, you must notify Google at email@example.com so that Google can remove you from the Program. Google may for any reason and without liability to you terminate this Agreement or suspend or terminate your participation in the Program with thirty (30) days written notice. Upon termination of this Agreement, the rights granted by one party to another will cease immediately.
- A. Assignment. Neither party may assign or transfer any part of this Agreement without the prior written consent of the other party.
- B. No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
- C. Severability.If any provision is found to be unenforceable, the balance of the Agreement will remain in full force and effect.
- D. No Agency. The parties are independent contractors and this Agreement does not create an agency, partnership or joint venture.
- E. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- F. Governing Law. This Agreement is governed by California law, excluding the 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 EXCLUSIVE VENUE OF THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
- G. Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
- H. Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
- I. Survival. Those provisions that by their nature should termination of this Agreement will survive expiration or termination of this Agreement.
- J. 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. The terms located at an URL and referenced in this Agreement are hereby incorporated by this reference.