These Google Workspace Terms of Service ("TOS") (formerly known as "Google Workspace (Online) Agreement" or "Google Workspace Agreement") or Google Workspace Purchase Agreement are provided by Google Asia Pacific Pte. Ltd. (Co. Reg. No. 200817984R), with offices at 70 Pasir Panjang Road, #03- 71, Mapletree Business City II, Singapore 117371 ("Google"). The TOS is pursuant to the Agreement entered into by Google India Private Limited ("Google India") and the entity or person agreeing to them ("Customer") and govern Customer's access to and use of the Services.
This TOS is effective when Customer clicks to accept it (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this TOS; (ii) you have read and understand this TOS; and (iii) you agree, on behalf of Customer, to this TOS. Capitalized terms used but not defined in this TOS shall have the meaning attributed to them in the Agreement.
- 1. Provision of the Services.
- 1.1 Services Use. During the Term, Google will provide the Services in accordance with the TOS, including the SLA. Customer may use the Services ordered in the applicable Order Form or Reseller Order in accordance with this TOS.
- 1.2 Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
- 1.3 Accounts; Verification to Use
- (a) Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. Google has no obligation to provide multiple accounts to Customer.
- (b) Verification to Use 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.
- 1.4 Incorporated Terms. The URL Terms, including the Service Specific Terms and Data Processing Amendment, are incorporated by this reference into the TOS. Customer may, in addition, be required to accept the Data Processing Amendment via the Admin Console solely for technical or operational reasons, but any such acceptance will not affect the rights or obligations of the parties as described in this TOS or the Data Processing Amendment.
- 1.5 Modifications.
- (a) To the Services. Google may make commercially reasonable changes to the Services from time to time. Google will inform Customer if Google makes a material change to the Services that has a material impact on Customer's use of the Services and if Customer has subscribed with Google to be informed about such change.
- (b) To the TOS. Google may change the terms of this TOS from time to time and will post any such changes at https://workspace.google.com/terms/premier_terms.html. These changes will only take effect at the beginning of Customer’s next Order Term, at which time Customer’s continued use of the Services will constitute its acceptance of the changes. This Section 1.5(b) (Modifications to the TOS) does not apply to changes to URL Terms.
- (c) To the URL Terms (except the Data Processing Amendment). Google may change the URL Terms from time to time and will notify Customer if any such change is material. Google may notify Customer of material SLA changes via the applicable SLA webpage. Material changes to the URL Terms will become effective 30 days after notice is given, except that (i) materially adverse SLA changes will become effective 90 days after notice is given and (ii) changes applicable to new Services or functionality will be effective immediately. This Section 1.5(c) (Modifications to the URL Terms (except the Data Processing Amendment)) does not apply to changes to the Data Processing Amendment.
- (d) To the Data Processing Amendment.
Google may only change the Data Processing Amendment where such change is
required to comply with applicable law, applicable regulation, court order, or
guidance issued by a governmental regulator or agency, where such change is
expressly permitted by the Data Processing Amendment, or where such change:
- (i) is commercially reasonable;
- (ii) does not result in a degradation of the overall security of the Services;
- (iii) does not expand the scope of or remove any restrictions on Google's processing of "Customer Personal Data," as described in the "Scope of Processing" Section of the Data Processing Amendment; and
- (iv) does not otherwise have a material adverse impact on Customer's rights under the Data Processing Amendment.
If Google makes a material change to the Data Processing Amendment in accordance with this Section 1.5(d) (Modifications to the Data Processing Amendment), Google will post the change at the webpage containing the Data Processing Amendment.
- (e) Discontinuation of Core Services. Google will notify Customer at least 12 months before discontinuing any Core Service (or associated material functionality) unless Google replaces such discontinued Core Service or functionality with a materially similar Core Service or functionality. Nothing in this Section 1.5(e) (Discontinuation of Core Services) limits Google's ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. This Section 1.5(e) (Discontinuation of Core Services) does not apply to Other Services or to pre-general availability Services, offerings, or functionality.
- 2. Customer Obligations.
- 2.1 Compliance. Customer will (a) ensure that Customer and its End Users' use of the Services complies with the TOS, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Google if Customer becomes aware of any unauthorized use of, or access to, the Services, Account, or Customer's password. Google reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Data.
- 2.2 Privacy. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services, and (b) Google's accessing, storing, and processing of data provided by Customer (including Customer Data) under the TOS.
- 2.3 Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Accounts to simulate or act as a single Customer Account or to circumvent Service-specific usage limits or quotas); (iv) to engage in cryptocurrency mining without Google's prior written approval; (v) to place or receive emergency service calls, unless stated otherwise in the Service Specific Terms; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations, except as permitted by an executed HIPAA BAA.
- 2.4 Additional Products. Google makes optional Additional Products available to Customer and its End Users. Use of Additional Products is subject to the Additional Product Terms. Customer can enable or disable Additional Products at any time through the Admin Console.
- 2.5 Administration of Services. Customer may specify through the Admin Console one or more Administrators who will have the right to access Admin Accounts. Customer is responsible for (a) maintaining the confidentiality and security of the End User Accounts 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.
- 2.6 Abuse Monitoring. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Names, but Google may monitor emails sent to these aliases to allow Google to identify Services abuse.
- 2.7 Requesting Additional End User Accounts During Order Term. Customer may purchase additional End User Accounts during an Order Term by means of an additional Order Form or Reseller Order or by ordering via the Admin Console. Such additional End User Accounts will have a pro-rated term ending on the last day of the applicable Order Term.
- 3. Suspension.
- 3.1 AUP Violations. If Google becomes aware that Customer's or any End User's use of the Services violates the AUP, Google will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Google's request, then Google may Suspend all or part of Customer's use of the Services until the violation is corrected. Suspension of the Services may include removal or unsharing of content that violates the AUP.
- 3.2 Other Suspension. Notwithstanding Section 3.1 (AUP Violations), Google may immediately Suspend all or part of Customer's use of the Services (including use of the underlying Account) if (a) Google reasonably believes Customer's or any End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the Google network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Google reasonably believes that immediate Suspension is required to comply with any applicable law or regulation; or (d) Customer is in breach of Section 2.3 (Restrictions) or the Service Specific Terms. Google will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, Google will notify Customer of the basis for the Suspension as soon as is reasonably possible unless prohibited by applicable law.
- 4. Intellectual Property Rights; Protection of Customer
Data; Feedback; Using Brand Features Within the Services.
- 4.1 Intellectual Property Rights. Except as expressly stated in this TOS, this TOS 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.
- 4.2 Protection of Customer Data. Google will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer. Without limiting the generality of the preceding sentence, Google will not process Customer Data for Advertising purposes or serve Advertising in the Services. Google has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing Amendment.
- 4.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to Google ("Feedback"). If Customer provides Feedback, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer.
- 4.4 Using Brand Features Within the Services. Google will display within the Services only those Customer Brand Features that Customer authorizes by uploading them into the Services. Google will display those Customer Brand Features within designated areas of the web pages displaying the Services to Customer or its End Users. Customer may specify details of this use in the Admin Console. Google may also display Google Brand Features on such web pages to indicate that the Services are provided by Google.
- 5. Disclaimer. Except as expressly provided for in the TOS, Google does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about content or information accessible through the Services.
- 6. Limitation of Liability.
- 6.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 6.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the TOS for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
- 6.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the TOS is limited to the Fees Customer paid to Google India during the 12 month period before the event giving rise to Liability.
- 6.3 Unlimited Liabilities. Nothing in the TOS
excludes or limits either party's Liability for:
- (a) its fraud or fraudulent misrepresentation;
- (b) its obligations under Section 7 (Indemnification);
- (c) its infringement of the other party's Intellectual Property Rights;
- (d) its payment obligations under the TOS; or
- (e) matters for which liability cannot be excluded or limited under applicable law.
- 7. Indemnification.
- 7.1 Google Indemnification Obligations. Google will defend Customer and its Affiliates using the Services under Customer’s Account and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any Google Brand Feature infringes the third party's Intellectual Property Rights.
- 7.2 Customer Indemnification Obligations. Customer will defend Google and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Data or Customer Brand Features or (b) Customer's or an End User's use of the Services in breach of the AUP or Section 2.3 (Restrictions).
- 7.3 Exclusions. Sections 7.1 (Google Indemnification Obligations) and 7.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of the TOS or (b) a combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party under the TOS, unless the combination is required by the TOS.
- 7.4 Conditions. Sections 7.1 (Google
Indemnification Obligations) and 7.2 (Customer Indemnification Obligations) are
conditioned on the following:
- (a) Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 7.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 7.1 (Google Indemnification Obligations) or 7.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.
- (b) Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
- 7.5 Remedies.
- (a) If Google reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Google may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
- (b) If Google does not believe the remedies in Section 7.5 (a) 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 provide a pro-rata refund of any unearned Fees actually paid by Customer applicable to the period following termination of such Services.
- 7.6 Sole Rights and Obligations. Without affecting any other termination rights of either party, this Section 7 (Indemnification) states the parties' sole and exclusive remedy under this TOS for any third-party allegations of Intellectual Property Rights infringement covered by this Section 7 (Indemnification).
- 8. Miscellaneous.
- 8.1 Subcontracting. Google may subcontract obligations under the TOS but will remain liable to Customer for any subcontracted obligations.
- 8.2 Conflicting Terms. If there is a conflict between the documents that make up this TOS, the documents will control in the following order (of decreasing precedence): the Order Form, the Data Processing Amendment, the TOS (excluding the URL Terms), and the URL Terms (other than the Data Processing Amendment).
- 8.3 U.S. Governing Law.
- ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
- 9. Definitions.
- "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
- "Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that 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. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
- "AUP" means the then-current acceptable use policy for the Services stated at https://workspace.google.com/intl/en/terms/use_policy.html.
- "BAA" or "Business Associate Agreement" is an amendment to the TOS covering the handling of Protected Health Information (as defined in HIPAA).
- "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.
- "Core Services" means the then-current "Core Services" as described in the Services Summary, excluding any Third-Party Offerings.
- "Customer Data" means data submitted, stored, sent or received via the Services by Customer or its End Users.
- "Data Processing Amendment" means the then-current terms describing data protection and processing obligations with respect to Customer Data, as stated at https://workspace.google.com/terms/dpa_terms.html.
- "Domain Email Address" means the email address on the Domain Name for use in connection with the Services.
- "Domain Name" means the domain name specified in the Order Form or Reseller Order to be used in connection with the Services.
- "End Users" means the individuals who are permitted by Customer to use the Services and managed by an Administrator. For clarity, End Users may include employees of Customer Affiliates and other third parties.
- "End User Account" means a Google-hosted account established by Customer through the Services in order for an End User to use the Services.
- "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
- "Fees" means (a) the product of the amount of the Services used or ordered by Customer multiplied by the Prices or (b) the applicable fees for TSS, plus any applicable Taxes.
- "High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
- "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.
- "including" means including but not limited to.
- "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
- "Intellectual Property Rights" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
- "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
- "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
- "Notification Email Address" means the email address(es) designated by Customer in the Admin Console.
- "Order Form" means the online order page or pages, or other ordering document acceptable to Google under this Agreement, issued by Google and accepted or executed by Customer, specifying the Services Customer is ordering from Google under the Agreement.
- "Order Term" means the period of time starting on the Services Start Date for the Services and continuing for the period indicated on the Order Form unless terminated in accordance with this Agreement.
- "Other Services" means the then-current "Other Services" as described in the Services Summary, excluding any Third-Party Offerings.
- "Prices" means the then-current applicable prices for the Services described at https://workspace.google.com/intl/en/pricing.html, unless otherwise agreed in an addendum or Order Form. Prices do not include Taxes.
- "Reseller" means, if applicable, the authorized unaffiliated third party reseller that sells the Services to Customer.
- "Reseller Agreement" means, if applicable, the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
- "Reseller Fees" means the fees (if any) for Services used or ordered by Customer as agreed in a Reseller Agreement, plus any applicable Taxes.
- "Reseller Order" means, if applicable, an order form (including a renewal order form) issued by a Reseller and executed by Customer and the Reseller specifying the Services Customer is ordering from the Reseller.
- "Service Specific Terms" means the then-current terms specific to one or more Services stated at https://workspace.google.com/intl/en/terms/service-terms/.
- "Services" means the then-current Core Services and Other Services.
- "Services Start Date" means either the start date stated in the Order Form or, if none is specified in the Order Form, the date Google makes the Services available to Customer.
- "Services Summary" means the then-current description set out at https://workspace.google.com/intl/en/terms/user_features.html.
- "SLA" means the then-current service level agreement(s) at https://workspace.google.com/intl/en/terms/sla.html.
- "Suspend" or "Suspension" means disabling access to or use of the Services or components of the Services.
- "Taxes" means all government-imposed taxes, except for taxes based on Google's net income, net worth, asset value, property value, or employment.
- "Term" has the meaning stated in Section 8 (Term and Termination) of this Agreement.
- "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
- "Third-Party Offerings" means third-party services, software, products, and other offerings that are not incorporated into the Services.
- "Trademark Guidelines" means Google's then-current Guidelines for Third Party Use of Google Brand Features at http://www.google.com/permissions/guidelines.html.
- "TSS" means the then-current Google technical support service.
- "TSS Guidelines" means Google's then-current guidelines for technical support services, as stated at https://workspace.google.com/intl/en/terms/tssg.html.
- "URL Terms" means, collectively, the AUP, Data Processing Amendment, Service Specific Terms, SLA, and TSS Guidelines.