Google Workspace

G Suite for EDU Reseller Agreement

  • This G Suite for EDU Reseller 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 entity agreeing to these terms (“Reseller”). This Agreement is effective as of the date you click the “I Accept” button below (the “Effective Date”). 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 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 don't have the legal authority to bind your employer or the applicable entity please do not click the “I Accept” button below (or, if applicable, do not sign this Agreement).

    • 1. Appointment; Obligations; Restrictions.

      • 1.1 Appointment. Subject to its compliance with this Agreement, Google appoints Reseller as an independent, non-exclusive, authorized Reseller of the Services solely to Customers in the Territory.

      • 1.2 Reseller Obligations.

        • a. Marketing and Promotion. Reseller will use commercially reasonable efforts to market and promote the Services to potential Customers in the Territory, and will do so in accordance with the training provided by Google. Reseller is responsible for creating any required advertising materials at its own cost and expense, and in accordance with this Agreement and the Trademark Guidelines.

        • b. Reselling the Services. Reseller may sell the Services combined with its own products or services related to the Services.

        • c. Activation and Deployment. Reseller will provide Activation Services and Deployment Services to all its Customers. Reseller will act with at least due care, skill, and diligence, and will use best efforts to achieve successful Customer implementations when Reseller is providing Deployment Services or first-line technical support services to Customers.

        • d. Privacy. Reseller will treat all Customer Data in accordance with local laws and regulations applicable to the data. Reseller will implement policies and procedures with respect to the Customer Data that are at least as protective of the rights of the Customers or End Users as are provided in the Customer Privacy Notice.

        • e. Reseller Console. Google will provide the Reseller Console to Reseller for the purposes of provisioning, managing, and suspending Customer Domains and End User Accounts.

        • f. Compliance with Laws. Reseller will comply with, and will not attempt to cause a violation of, all applicable laws, rules and regulations, specifically including Export Laws, Anti-Bribery Laws, and all laws and regulations applicable to Customer data. Furthermore, Reseller will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.

        • g. Compliance with Terms. Reseller will comply with the terms and conditions of the Customer Privacy Notice, the AUP, and any policies related to the Services, as Google may modify from time to time, in its reselling, provisioning, and administering of the Services.

        • h. Records and Audit. Reseller will keep and maintain complete and accurate books, records and accounts relating to this Agreement. During the Term, and for a period of one year thereafter, Google may audit Reseller’s relevant records to confirm compliance with this Agreement. Google’s auditor will only have access to those books and records of Reseller which are reasonably necessary to confirm such compliance.

        • i. Due Diligence. Reseller represents and warrants that it will make commercially reasonable and good faith efforts to comply with Google’s due diligence process, including providing requested information.

        • j. Inconsistent Representation or Warranty. Reseller will not make any representation or warranty which are, or enter into any Customer agreement which is, inconsistent with this Agreement or Google’s materials regarding the Services.

        • k. Licenses and Approvals. Reseller has obtained and will maintain all licenses, permits and approvals and for satisfying all formalities as may be required to: (a) enter into this Agreement; (b) perform its obligations in accordance with this Agreement; and (c) comply with Section 1.2(f), including without limitation those necessary to enable Reseller to make payments to Google in U.S. dollars. The execution and delivery of this Agreement, and the performance by Reseller of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which Reseller or any of its affiliates are a party, or violate any rights of any third parties arising from those agreements, including without limitation any rights related to exclusivity.

        • l. Public Procurement. Reseller shall comply with all laws, regulations and other rules issued by any governmental organization that has authority over the provision of goods and services in the jurisdiction(s) to which this Agreement pertains. This includes, but is not limited to, all laws, regulations and rules governing the provision of goods and services to public bodies. Those laws, regulations, and rules may, among other matters, govern the pricing, specifications, delivery, origin, operation, and use of such goods and services, and any aspect of the relationship of Reseller to other parties, including other potential or actual sellers, and any relationship of the Reseller to any acquirors, agents of acquirors, or governmental persons or organizations. Compliance with this subsection (l) shall be considered a material element of this Agreement and a failure to comply is a basis upon which Google may terminate this Agreement for cause. Reseller shall inform Google within five (5) days: (1) of receiving any notice from any authority over the provision of goods and services that an authority is investigating or making inquiry about Reseller not being in compliance with any law, regulation, or rule; or, (2) that Reseller has any reason to believe that it may not be in compliance with any law, regulation, or rule. Reseller shall fully respond to any inquiry that Google may make about any lack of compliance with any law, regulation, or rule, whether on the basis of information provided by Reseller or in an inquiry initiated by Google.

      • 1.3 Restrictions.

        • a. Subcontracting. Reseller may sell to Customers and service Customers either directly or by using subcontractors, provided that Reseller; (i) enters into a written agreement with each subcontractor that contains terms that are at least as protective of Google as the terms of this Agreement and (ii) remains fully liable for all sub-contracted obligations and accepts full liability as between the parties for. compliance with this Agreement by subcontractor and its personnel. Google, in its sole discretion, reserves the right to require, by notice in writing, that Reseller cease to subcontract its rights and obligations to any subcontractor.

        • b. Reselling. Reseller will not resell the Services to any third party who will resell, distribute, lease, or allow another third party to use, the Services. Reseller may not resell the Services only to itself.

        • c. Reseller Branding. In connection with its performance under this Agreement, Reseller may refer to itself as a “Google Workspace for Education Authorized Reseller” in accordance with branding guidelines provided by Google to Reseller from time to time, but shall not represent itself as an agent of Google for any purpose.

        • d. Customers; Misleading Statements. If Google becomes aware of Reseller soliciting, accepting, or maintaining any Customer that engages in illegal or deceptive trade practices or any other behavior prohibited by applicable terms of use for the Services, Google may terminate Services for that particular Customer, this Agreement for cause pursuant to Section 10.2, or both. Reseller will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Services.

        • e. Territorial. Reseller will not solicit business from, or sell the Services to, any entity that does not have a principal place of business within the Territory. An entity’s principal place of business will be determined by the place where the majority of that entity’s business takes place. All inquiries regarding the Services by an entity that does not have a principal place of business in the Territory will be referred to Google as promptly as is reasonably practicable by Reseller.

        • f. Reseller Suspension of Services to Customers. Reseller may only suspend Services to a Customer for a Customer’s failure to pay Reseller for the Services in accordance with the Customer Agreement.

    • 2. Customer Agreements.

      • 2.1 Customer Agreements Required. Reseller will enter into a Customer Agreement with each Customer prior to allowing access to, or use of, the Services by that Customer. Reseller may require Customers to physically sign, or electronically accept, Customer Agreements. Reseller will keep copies of all physical Customer Agreements, and will track and keep records of all online acceptances of Customer Agreements, and will provide copies to Google upon Google’s request.

      • 2.2 Click Through Terms. Google will present the Google TOS upon each Customer’s first log in to the Service. Reseller will notify Customers in its Customer Agreement that each Customer must accept the Google TOS prior to using the Service. Reseller will not accept the Google TOS on behalf of its Customers.

      • 2.3 Service Level Agreement. The Google TOS provides a service level agreement from Google to Customers. This service level agreement may be updated periodically by Google. Remedies for service level violations will be provided by Reseller to Customers on Google’s behalf. Google will provide this service level agreement to Reseller, and, if there is a service level agreement violation, Reseller will provide to Customers only the remedies specified in the service level agreement, with no substitutions, according to the terms of the service level agreement. If Reseller offers additional service level agreement commitments or remedies, or both, financial or otherwise, then Reseller is solely liable for all additional commitments or remedies.

      • 2.4 Disclaimers. Reseller will disclaim, to the extent permitted by applicable law, Google’s liability for any damages, whether direct, indirect, incidental or consequential, arising from Reseller’s distribution and resale of the Services to Customers; and (b) disclaim all warranties with respect to the Services, including without limitation, warranties for merchantability, fitness for a particular purpose, and non-infringement.

      • 2.5 Enforcing Customer Agreements. Reseller will enforce each Customer Agreement with at least the same degree of diligence used by Reseller to enforce similar agreements for its own products and services, but in no event less than a reasonable degree of diligence. To the extent Reseller fails to fulfill any contractual or other legal obligation arising out of this Agreement and related to the Services to any Customer, Google may fulfill those obligations, and may require Reseller to reimburse Google for any costs and expenses actually incurred by Google in fulfilling the obligations.

    • 3. Google Obligations.

      • 3.1 Training. Google will provide training to Reseller as set forth in Exhibit A.

      • 3.2 Operating the Services. Google will host and provide the Services to Reseller Customers on behalf of Reseller. Between Reseller and Google, only Reseller is responsible for ongoing account-related activities including billing and collecting fees from all Customers. Google will provide the Services to Customers in accordance with this Agreement, the Customer Privacy Notice, the End User Privacy Notice, the Google TOS, and any related terms applicable to the Services.

      • 3.3 Modification of the Services. Reseller understands that the Services are standard hosted services provided by Google, and that Google may make commercially reasonable modifications to the Services, or particular components of the Services, from time to time, at no additional cost to Reseller.

      • 3.4 Technical Support Services. Google will provide the Reseller TSS to Reseller pursuant to the Reseller TSSG. Reseller will use commercially reasonable efforts to resolve support issues regarding the Reseller Console without escalation to Google. If Reseller cannot resolve a support issue, then Reseller may escalate the issue to Google in accordance with the Reseller TSSG, and Google will respond in accordance with the Reseller TSSG.

    • 4. Pricing. Reseller may purchase and renew the Services from Google less the discount specified in Exhibit A. Reseller is solely responsible for determining its retail prices. Reseller acknowledges and agrees not only that Google may publish suggested retail prices from time to time, but also that Google’s suggested retail prices are recommendations only. Reseller’s discounted price is Confidential Information.

    • 5. Purchasing End User Accounts. Reseller may purchase End User Accounts for its Customers only as set forth on Exhibit B attached hereto (or Exhibit C attached hereto, as may be applicable).

    • 6. Invoicing and Payment.

      • 6.1 Invoices. For credit-approved Resellers, all fees shall be due thirty (30) days from the invoice date, and are considered delinquent thirty days after the invoice date. Google will invoice Reseller monthly, in arrears, for all fees consolidated across all Reseller Customers since the last monthly invoice. If there are no fees due during a given month, Reseller will not be invoiced.

      • 6.2 Receiving Invoices. Google will provide invoice to Reseller via the Reseller Console. Invoices will usually be available by the 5th day after the invoice date, although this may vary. Google is not responsible for notifying Reseller each month when the invoice is available. Reseller is responsible for logging into Reseller Console to view current invoice.

      • 6.3 Payment. All payments due are in the currency indicated on the invoice. Reseller must pay Google all amounts due, regardless of whether or not Reseller collects amounts due from its Customers.

      • 6.4 Delinquent Payments. Until paid in full, delinquent payments may bear interest from the first date of delinquency at the lower of one-and-one-half percent per month or the highest rate permitted by law. Reseller is responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting unpaid or delinquent amounts, except where these unpaid or delinquent amounts are due to billing inaccuracies attributable to Google.

      • 6.5 Credit Hold. Google may place Reseller on credit hold if Reseller is delinquent with any payment to Google, or if Google determines in its reasonable commercial judgment that the Reseller’s credit worthiness is in question. Google will promptly inform Reseller regarding this status change, and, as a result, may suspend Reseller’s access to the Reseller Console or the Reseller TSS, or both. If Reseller is suspended because of a credit hold, Google may, in its sole discretion, determine that Reseller is an unacceptable credit risk, in which case Google will promptly inform Reseller and may terminate this Agreement.

      • 6.6 Disputes. Any disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Reseller will be responsible for paying the resulting net balance due on that invoice.

      • 6.7 Suspension and Termination. Google may suspend Reseller’s access to the Reseller Console or the Reseller TSS, or both, if Reseller’s account has been delinquent for thirty days, unless an active dispute related to Reseller’s delinquency is pending. If this suspension continues for longer than seven days, notwithstanding section 10.2, then Google may terminate this Agreement for breach.

      • 6.8 Taxes and Tax Information.

        • a. Tax Information. Reseller will provide Google with any appropriate tax identification information that Google, in its sole discretion, requires to ensure Google’s compliance with appropriate country tax regulations. In particular, this tax identification information must enable Google to identify when VAT must be collected by Google from Reseller and paid to appropriate country tax authorities.

        • b. Taxes. All payments under this Agreement are exclusive of taxes imposed by any governmental entity. Each party will be responsible for Taxes based on its own capital, net income, employment Taxes of its own employees, and for Taxes on any property it owns. When Google has the legal obligation to collect any applicable taxes, the appropriate amount shall be invoiced to and paid by Reseller unless Reseller provides Google with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that Taxes must be withheld from payments to Google, Reseller will increase the payment to Google so that the amount received by Google is the same as it would have been if no Taxes were withheld. Reseller is responsible for the payment of all other Taxes imposed by any governmental authority in the Territory or elsewhere in connection with the resale of the Services under this Agreement.

    • 7. Intellectual Property Rights; Brand Features.

      • 7.1 Intellectual Property Rights. Except as expressly stated otherwise in this Agreement, neither party will acquire any rights, title or interest, in any of the Intellectual Property Rights belonging to the other party, or the other party’s licensors. All ownership rights, title, and Intellectual Property Rights in and to the content accessed through any Services are the property of the applicable content owner and may be protected by copyright or other applicable laws.

      • 7.2 Brand Features Licenses.

        • a. By Google. Google grants to Reseller a nonexclusive, non-royalty bearing, and nonsublicensable license during the Term to display Google’s Brand Features solely for the purpose of Reseller’s marketing and distribution of the Services, subject to, and in accordance with, this Agreement and the Trademark Guidelines.

        • b. By Reseller. Reseller grants to Google a nonexclusive, non-royalty bearing, and nonsublicensable license during the Term to include Reseller’s Brand Features in presentations and marketing materials.

      • 7.3 Brand Features Limitations.

        • a. Restricted Use. Each party may use the other party’s Brand Features only as expressly permitted in this Agreement. Any use of a party's Brand Features will inure to the benefit of the party holding intellectual property rights to 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.

        • b. No Challenge. Neither party will challenge or assist others to challenge the Brand Features of the other party, or the registration thereof by the other party, except to protect such party’s rights with respect to its own Brand Features. Neither party will attempt to register any Brand Features or domain names that are confusingly similar to those of the other party. Reseller will maintain, and will not delete, cover or alter, Google’s Brand Features, proprietary rights notices and restrictive rights legends included in and on the Services.

    • 8. Confidential Information.

      • 8.1 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, but in no event less than reasonable care; and (b) not disclose the Confidential Information, except to affiliates, employees, agents and 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. 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.

      • 8.2 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.

      • 8.3 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.

      • 8.4 Solicitation of Customers. Google will not use Reseller Confidential Information to solicit a direct or indirect sales relationship, other than as contemplated by this Agreement, with potential Reseller Customers regarding the Services. This restriction does not apply to Google contacting or soliciting those Customers or End Users: (a) with whom Google already has a direct relationship; (b) who initiate contact with Google; or (c) without use of Reseller’s Confidential Information.

    • 9. Publicity. Reseller will not issue any press releases, public announcement, or public statement regarding the existence or content of this Agreement or related to Reseller as a Google Workspace reseller, without Google’s prior written approval (which may be via e-mail), which approval shall not be unreasonably withheld or delayed. For purposes of clarification, Reseller does not need to seek approval from Google if Reseller is repeating a public statement that is substantially similar to a public statement that has been previously approved by Google in accordance with the provisions of this Agreement.

    • 10. Agreement Term; Termination.

      • 10.1 Initial Term; Auto-Renewal. This Agreement will commence on the Effective Date and will continue for an initial term of twelve months. Following the expiry of the initial term, and on each anniversary of this date, this Agreement will auto-renew for a renewal term of twelve months unless either party notifies the other in writing of its intent to not renew the Agreement at least thirty days prior to the end of the then current initial or renewal term, as applicable.

      • 10.2 Termination for Breach. Notwithstanding anything to the contrary elsewhere in the Agreement, 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; (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. Any violation of law and any breach of Exhibit A are deemed a material breach for purposes of this Agreement.

      • 10.3 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 Services in light of applicable laws.

      • 10.4 Termination for Violation of Applicable Law. Any material breach of Section 1.2(f) is deemed a material breach of this Agreement, which cannot be cured, entitling Google to terminate the Agreement immediately on written notice to Reseller. In addition, Google may terminate this Agreement immediately upon written notice to Reseller if Google believes, in good faith, that Reseller has violated or caused Google to violate any Anti-Bribery Laws, or that such a violation is reasonably likely to occur.

      • 10.5 Suspension. If Google reasonably believes that a material breach of this Agreement has occurred or may occur, Google may suspend Reseller’s access to the Reseller Console or the Reseller TSS, or both, until Google is reasonably satisfied no breach has occurred or will occur. Google will not suspend the Services to Reseller’s Customers as a result of Reseller’s breach pursuant to this Section 10.5.

      • 10.6 Effect of Termination.

        • a. Generally. Upon any termination or expiration of this Agreement: (i) all rights and licenses granted by one party to the other will immediately cease; (ii) each party will promptly return to the other party, or destroy and certify the destruction of, all of the other party’s Confidential Information; (iii) all payments owed by one party to the other party become immediately due and payable; and (iv) Reseller will inform Customers that its relationship with Google has terminated, and any TSS, if applicable, will either be provided by Google directly, or by another Reseller. Termination or expiration of this Agreement, in part or in whole, will not limit either party from pursuing other remedies available to it, nor will Reseller be relieved of its obligation to pay all fees that have accrued or are otherwise owed under this Agreement.

        • b. Customer Retention.

          • i. By Google. If Google terminates this Agreement for Reseller’s breach, then Google may offer the affected Customers the option to migrate to a relationship either directly with Google, or with another reseller.

          • ii. By Reseller. If Reseller terminates this Agreement due to Google’s breach, then Reseller may offer the affected Customers the option to migrate to a direct relationship with Google or with another reseller, or to a similar service provided by a third party or by Reseller. If Reseller chooses to migrate the affected Customers to a third party service, or to Reseller’s own service, Google will provide reasonable assistance as requested by Reseller.

      • 10.7 Non-renewal. If either party notifies the other of its intent not to renew the Agreement pursuant to Section 10.1, a twelve-month wind down period will begin on the expiration date of this Agreement. The following additional wind down terms will apply during the wind down period:

        • a. Additional End User Accounts for Existing Customers. Reseller may purchase additional End User Accounts for existing Reseller Customer Domain Names for a pro-rated term (for Annual Plan orders) and for up to the remaining wind down period (for Flexible Plan orders) in accordance with the Agreement;

        • b. Additional End User Accounts for New Customers; Renewals. In Google’s sole discretion, Reseller may no longer be allowed to purchase End User Accounts for new Customer Domain Names or renew existing Reseller Customer orders

        • c. Customers Contacting Google. If a Customer who is served by a non-renewing Reseller contacts Google, Google may offer that Customer the option to migrate to a relationship either directly with Google or with another reseller; and

        • d. Reseller Offer to Migrate Customers. Reseller may offer their Customers the option to migrate to a direct relationship with Google or with another reseller, or to a similar service provided by a third party or by Reseller. If Reseller chooses to migrate the affected Customer to a third party service, or to Reseller’s own service, Google will provide reasonable assistance as requested by Reseller.

    • 11. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, GOOGLE, ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. RESELLER HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE HAVE IN CONNECTION WITH THIS SECTION. GOOGLE WILL NOT BE OBLIGATED UNDER THIS AGREEMENT TO TAKE ANY ACTION OR FAIL TO TAKE ANY ACTION THAT IT BELIEVES, IN GOOD FAITH, WOULD CAUSE IT TO BE IN VIOLATION OF ANY LAWS OF THE TERRITORY OR ANY OTHER APPLICABLE JURISDICTION, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES.

    • 12. Indemnification.

      • 12.1 By Google. Google will indemnify, defend, and hold harmless Reseller from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a claim that Google’s technology used to provide the Services or any Google Brand Feature infringes or misappropriates any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event will 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 Reseller, Customer, End Users or other third parties.

      • 12.2 By Reseller. Reseller 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: (i) a claim that Reseller Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; (ii) any deficiency (including penalties and interest) relating to Taxes that are the responsibility of Reseller; (iii) a claim alleging facts that would constitute a breach by Reseller, or Reseller’s subcontractors, of its representations in this Agreement; or (iv) Google’s use of any Reseller content, provided that such use complies with the requirements of this Agreement.

      • 12.3 Possible Infringement.

        • a. 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 Reseller, at Google’s expense, to continue reselling the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services 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 this Agreement. If a suspension under this Section continues for more than six months, either party may either terminate this Agreement with immediate effect or terminate the impacted Services with immediate effect.

      • 12.4 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 THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

    • 13. Limitation of Liability.

      • 13.1 Limitation on Indirect Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

      • 13.2 Limitation on Amount of Liability. NEITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY RESELLER TO GOOGLE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

      • 13.3 Exceptions to Limitations. These limitations of liability do not apply to violations of intellectual property rights or indemnification obligations.

    • 14. Miscellaneous.

      • 14.1 Notices. All notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact. Notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.

      • 14.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party. The parties agree that, notwithstanding the foregoing, a party may assign both its rights and obligations under this Agreement to an affiliate by notice to the other party 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 under the Agreement incurred before the assignment. Any other attempt to transfer or assign is void.

      • 14.3 Change of Control. A party may terminate this Agreement if a third party, or parties, gets the direct or indirect right to control the other party's management or policies. The terminating party must exercise its termination right within thirty days after notice of the other party's change of control. The termination will be effective immediately upon written notice.

      • 14.4 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.

      • 14.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

      • 14.6 Severability. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.

      • 14.7 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

      • 14.8 No Third-party Beneficiaries. There are no third-party beneficiaries to this Agreement.

      • 14.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

      • 14.10 Governing Law. 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.

      • 14.11 Amendments. Any amendments to this Agreement must be agreed upon in writing.

      • 14.12 Survival. Those provisions that by their nature should survive termination of this Agreement, will survive termination of this Agreement.

      • 14.13 Entire Agreement. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.

      • 14.14 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: Exhibit A to the Apps Reseller Agreement, Exhibit B to the Apps Reseller Agreement, Exhibit C to the Apps Reseller Agreement, the Apps Reseller Agreement, and the terms located at any URL.

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

    • 15. Definitions.

      • “AUP” means the acceptable use policy for the Services available at www.google.com/apps/terms/use_policy.html (or such URL as Google may provide) and which may be updated from time to time, and which is incorporated herein by this reference.

      • “Activation Services” means: (a) creation of the Customer Domain; (b) verifying Customer’s ownership of the domain; (c) provisioning End User Accounts on the Customer Domain; and (d) activating Customer Accounts for the Service.

      • “Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.

      • “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 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, Reseller’s discounted price and any information obtained by using the Reseller Console, are Confidential Information.

      • “Customers” means those entities to whom Reseller resells the Services.

      • “Customer Agreement” means a written agreement, or an online services agreement, between Reseller and Customer pursuant to which Reseller sells the Services to Customer.

      • “Customer Data” means all data and information provided by End Users via the sign up process for the Services, as well as data, including email, documents, spreadsheets, presentations, and videos, provided, generated, transmitted or displayed via the Services by Customer or Reseller on behalf of Customer.

      • “Customer Domain Names” means the domain name(s) owned by a Customer as specified by Customers during the sign up process with Reseller.

      • “Customer Privacy Notice” means the privacy notice located at www.google.com/a/help/admins/privacy.html or such other URL as Google may provide from time to time.

      • “Customer Queries” means requests submitted from Reseller to Google related to Customer issues, but excluding general communications between Customer and Google and technical issues that only Google can solve (e.g., availability and outages, upcoming service features).

      • “Deployment Services” means the technical support services provided by Reseller to Customers to facilitate Customers’ End Users’ successful use of the Services as proposed by Customer. Deployment Services include, but are not limited to: (i) gathering and documenting Customer requirements for stated use cases, user impact, change management, third party integration, security, migration, spam management, and technology coexistence; (ii) architecting the Customer solution; (iii) educating and setting expectations with Customer’s IT administrators and End Users in terms of features, functions, capabilities, efforts to implement, anticipated levels of disruption to current operations, timelines, and risks; (iv) Customer internal communications and End User preparation; (v) pilots and testing prior to full deployment; (vi) contingency planning; (vii) full deployment; (viii) Customer acceptance and transition to ongoing support.

      • “End Users” mean Customer’s end users who use the Services.

      • “End User Account” means Google-hosted accounts provided to Customers’ End Users through the Services for the purpose of enabling such End Users to use the Services.

      • “End User Privacy Notice” means the privacy notice located at www.google.com/apps/terms/user_privacy.html or such other URL as Google may provide from time to time.

      • “Executed Order” is the following: (i) if Exhibit B applies, for Annual Plan Customer orders, a request by Reseller, on behalf of a Reseller Customer, to add End User Accounts through the appropriate mechanisms via the Reseller Console and any applicable auto-renewal of such orders, (ii) if Exhibit B applies, for Flexible Plan Customer orders, End User Accounts established by Customer, or (iii) if Exhibit C applies, a Reseller Purchase Order or order form acceptable to Google and any applicable auto-renewal of such orders.

      • “Export Laws” means all applicable export and re-export control laws and regulations, and specifically includes the Export Administration Regulations maintained by the U.S. Department of Commerce, the trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State.

      • “Google TOS” means the online terms of service presented by Google to each Reseller Customer upon that Customer’s first log in to the Admin Console for the Service.

      • “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.

      • “Renewal Term” means the time periods after the Initial Term for which this Agreement continues.

      • “Reseller Console” means the online interface, and related tools, provided by Google to Reseller for provisioning, managing, and suspending Customer Domains and End User Accounts.

      • “Reseller TSS” means the technical support services provided by Google to Reseller during the Term in accordance with the Reseller TSSG.

      • “Reseller TSSG” means the technical support guidelines (including information on how to access TSS) at the following URL: www.google.com/apps/terms/reseller_tssg.html (or such other URL as may be provided by Google). Google may change the TSSG from time to time.

      • “Service Commencement Date” means the date Reseller placed the first Executed Order for End User Accounts on a particular Customer Domain Name.

      • “SLA” means the Service Level Agreement located at the following URL: www.google.com/apps/terms/reseller_sla.html or other URL as updated by Google from time to time.

      • “Services” is defined in Exhibit A.

      • “Taxes” means all national, provincial and municipal, income, franchise, business, gross receipts, payroll, property, sales, use, excise, value-added, consumption, goods and services, harmonized sales, stamp, and all other similar taxes or duties.

      • “Term” means the Initial Term and any Renewal Terms for this Agreement.

      • “Territory” means the geographic area specified in Exhibit A.

      • “Trademark Guidelines” means Google’s Guidelines for Third party Use of Google Brand Features, located at the following URL: www.google.com/permissions/guidelines.html.

      • “TSSG” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: www.google.com/a/help/admins/tssg.html or such other URL as Google may provide.

    • Exhibit A:

    • Business Terms

    • 1. Services; Restrictions.

      • 1.1 “Named Account List” means the list of Customers to whom Reseller may not sell the Services, and will be provided to Reseller periodically. This list may be updated by Google from time to time.

      • 1.2 “Services” means the Google hosted services currently known as “Google Workspace for Education” (as the services may be renamed from time to time), “Google Classroom” (as the services may be renamed from time to time), “Google Vault” (as the services may be renamed from time to time) and “Google Drive Storage,” (as these services may be renamed from time to time) provided by Google and used by Customer under this Agreement. But, unless Google agrees otherwise, (i), Reseller may only resell Google Vault to Customers who are authorized to use Google Workspace for Education, and (ii) Reseller may not resell Google Vault under any Customer order placed through the Reseller Console.

      • 1.3 Discount. Reseller will be able to purchase and renew the Services from Google, at a discount of twenty percent off Google’s list price in effect on the date of the applicable Executed Order (except as set forth under Section 1.2 of Exhibit B).

      • 1.4 Customer Services Terms and Payment. Google will invoice Reseller, in arrears, for all fees consolidated across all Reseller Customers during a given month. The billing and payment terms between Reseller and Customer, and the terms for which Reseller sells the Services to Customers, are to be decided between Reseller and Customers.

      • 1.5 Restrictions.

        • a. Customers. Reseller may not resell the Services to customers from the Named Account List.

        • b. Territory. Unless otherwise agreed in writing by Google, the Territory consists of the following:

          • i. North America (defined as United States and Canada)

        • Notwithstanding the foregoing: Google reserves the right to reduce the Territory after the Effective Date on written notice to Reseller if Google deems necessary for legal or compliance reasons.

      • 1.6 Google Workspace for Education Core Services. If Reseller purchases Google Workspace for Education Core Services or Google Classroom, the following additional terms apply:

        • a. Ads. Google does not serve Ads in the Services or use Customer Data for Ads purposes. “Ads” means online advertisements, excluding advertisements provided by any advertising products that are not part of the Services (for example, Google AdSense) that Customer chooses to use in connection with the Services, displayed by Google to End Users.

        • b. FERPA. The parties acknowledge, and Reseller will notify Customer, that (a) Customer Data may include personally identifiable information from education records that are subject to FERPA (“FERPA Records”); and (b) to the extent that Customer Data includes FERPA Records, Google will be considered a “School Official” (as that term is used in FERPA and its implementing regulations) and will comply with FERPA.

        • c. COPPA. To the extent applicable to Reseller, Reseller acknowledges and agrees that it is solely responsible for compliance with the Children's Online Privacy Protection Act of 1998 (“COPPA”), including, but not limited to, obtaining parental consent concerning collection of students' personal information used in connection with the provisioning and use of the Services by the Customer and End Users. Reseller will notify Customer, that Customer, and not Google, is solely responsible for compliance with COPPA, including, but not limited to, obtaining parental consent concerning collection of students' personal information used in connection with the provisioning and use of the Services by the Customer and End Users.

      • 1.7 Google Vault. If Reseller purchases Google Vault, the following additional terms apply:

        • a. Retention. Google will have no obligation to retain any archived Customer Data beyond the retention period specified by Customer (other than for any legal holds). If Reseller does not renew Google Vault for a Customer, Google will have no obligation to retain any archived Customer Data for that Customer.

        • b. Initial Purchase of Google Vault. At its initial purchase of Google Vault, Reseller agrees to purchase Google Vault End User Accounts for all of its Customer’s Staff who have End User Accounts. Reseller may continue to offer Google Vault for Customer’s Students and Alumni at no charge.

        • c. Additional Staff End User Accounts. After Reseller has made its initial purchase of Google Vault for Customer, if during any Services Term Customer adds at least 20% more Staff End User Accounts than it previously had during that Services Term, Reseller agrees to purchase Google Vault for those Customer’s additional Staff End User Accounts for the remainder of Customer’s then current Google Vault Services Term. In addition, on each anniversary of the Billing Start Date, Reseller agrees to purchase Google Vault for Customer for any additional Staff End User Accounts it adds beyond those purchased previously, for the remainder of Customer’s then current Google Apps Vault Services Term.

      • 1.8 Definitions.

        • a. “Alumni” means graduates or former Students of Customer.

        • b. “Billing Start Date” means the date upon which Customer will begin paying Reseller for the Services (if applicable).

        • c. “Staff” means an individual (including any faculty) who is or has been employed by Customer. Any Student or Alumni who are also Staff are deemed Staff under the Agreement (and excluded from the Student or Alumni definition) if they have been employed by Customer within the last twelve months.

        • d. “Student” means an individual who has been registered for classes offered by Customer within the last twelve months.

      • 1.9 Google Drive Storage. If Reseller purchases Google Drive Storage, the following additional terms apply:

        • a. Google will invoice Reseller for, and Customers will receive access to, Google Drive Storage as ordered for the applicable End User Accounts. Google will invoice Reseller for Google Drive Storage pursuant to the billing and payment terms in the Agreement.

    • 2. Support.

      • 2.1 By Reseller. Reseller will, to the best of its ability and at its own expense, respond to questions and complaints from Customers relating to their use of the Services. Reseller may choose to provide supplemental support to Customers’ IT administrators, or to Customers’ End Users.

      • 2.2 By Google. Google will provide the TSS directly to Customers’ IT administrators, pursuant to the TSSG, as TSS and TSSG are defined in the Google TOS. Google will respond in accordance with the applicable TSS Guidelines. Customers may choose, in their sole discretion, to include Reseller in communications with Google. If authorized by Customer, Reseller may submit issues to Google on behalf of Customers.

      • 2.3 Additional Reseller Minimum Terms. Reseller must include as part of its Customer Agreement: (a) notification to Customer of Google’s provision of TSS as stated in Section 2.2 of this Exhibit A; and (b) the TSSG.

    • 3. Reseller Eligibility and Training.

      • 3.1 Authorization to Resell. To become and remain authorized to resell the Services, Reseller must satisfy Google’s training and authorization requirements as set forth at gm1.geolearning.com/geonext/google/dynamicopensite.geo?id=ozMmqAUE%2fkxPeRH8K1vC%2fAEaTHwr5roAJOnjFIaHrBXWb7xhbHWotw%3d%3d&OriginalURL=%2fgeonext%2fgoogle%2fdisplaywidgetpage.geo%3fid%3dLEedq%2bD1Ud1XWs36z2R5rHiuIyuAw8bS1e3GD6qNmpKtnMfHoBQ%2bvQ%3d%3d%26nav%3dapps-edu-lp. These requirements will be determined by Google in Google’s sole discretion.

      • 3.2 Authorization for Google for Education Partner Program. In Google’s discretion, and if Reseller is in good standing and is in compliance with Section 3.1 above, Reseller may be eligible to become join the “Google for Education Partner Program.” The Google for Education Partner Program is subject to this Agreement and to the Google for Education Partner Program Guide (“Program Guide”), which is made available by Google at connect.googleenterprise.com/community/partners/edu/login.jspa?referer=%252Fcommunity%252Fpartners%252Fedu%252Fprogram-information, as may be periodically updated. The parties agree to be subject to the terms of the Program Guide, which is hereby incorporated by this reference and made part of the Agreement. If any defined terms are redefined in the Program Guide the definitions in the Program Guide will supersede and replace previous definitions of the same terms in the Agreement. Google may periodically update both the name of the Program Guide and the associated URL. If applicable, and in addition to any termination rights specified elsewhere in the Agreement, Google may terminate the Agreement for breach if Reseller fails to comply with the terms of the Program Guide.

    • 4. Customer Eligibility. Reseller will only sell Services to Customers who are (i) non-profit educational institutions or (ii) other non-profit entities (as defined under the relevant state statutes). Reseller may direct questions regarding eligibility for certain Customers to its Google sales representative. Google may terminate the Services with thirty (30) days prior written notice to Customer if Google deems, in its sole discretion, that Customer is not a non-profit educational institutions or other non-profit entity. In the case of such termination, Google will refund to Reseller any prepaid unused Fees pertaining to such Customer.

    • 5. Customer Trials. Resellers are authorized to provision trial domains via the admin console or the reseller API to Customers who are non-profit educational institutions. With respect to a trial domain, Google shall provide the Services to Customer, at no charge, subject to the terms of use set forth at www.google.com/apps/terms/education_terms.html for thirty (30) days (“Trial Term”). In connection with Customer’s use of the Services on a trial domain, (i) the Service Level Agreement (”SLA”) does not apply; and (ii) Google is not obligated to provide any technical support services to Customer. Google reserves the right to immediately terminate, without prior notice, any trial domains Google deems, in its sole discretion, were not provisioned to non-profit educational institutions. Any upgrades from a trial domain to a non-trial Services domains will be done by Google after Google, in its sole discretion, determines that the trial domain to be upgraded actually belongs to and will be used by a non-profit educational institution. Trial domains will automatically expire at the end of the Trial Term and the customer will no longer be authorized to use the Services in connection with such trial domain.

    • 6. Reseller Feedback. Reseller consents to Google contacting Reseller (e.g. by email) regarding partner program updates and requesting information from Reseller about Reseller’s business and customers.

    • 7. Purchase Orders. Reseller will provide Google with all order information required by Google.

      • a. Required. If Reseller wants a Purchase Order number on its invoice, Reseller will enter the appropriate Purchase Order number in the Reseller Console. If Exhibit C is applicable and Reseller requires a Purchase Order, and fails to provide the Purchase Order to Google, then Google will not be obligated to provide the Services until the Purchase Order has been received by Google. Any terms and conditions on a Purchase Order do not apply to this Agreement and are null and void.

      • b. Not Required. If Reseller does not provide any Purchase Order number in the Reseller Console then: (a) Google will invoice Reseller without a Purchase Order; and (b) Reseller agrees to pay invoices without a Purchase Order number.

    • Exhibit B - Reseller Console – Billing, Renewal, Cancellation, and Special Terms:

    • For Customer orders placed through the Reseller Console, the following terms will apply:

      • 1. Post-Pay Billing. Reseller shall elect one of the plans set forth below when placing each Customer order for the Services. For each Customer order, Google will invoice Reseller monthly in arrears for all fees irrespective of which plan Reseller selects.

        • 1.1 Flexible Plan. If Reseller selects the flexible plan option (“Flexible Plan”), Reseller is not committing to purchase the Services for a pre-defined term for its Customer order. Instead, Google will invoice Reseller fees based upon the number of End User Accounts established by Customer, as measured daily, during the prior billing period. Google will provide Reseller with the monthly rate charged for the Services when Reseller orders the Services, and will use this rate to calculate the fees. Any partial day of Services in the prior billing period will be rounded up to a full day of Services for the purpose of calculating fees. Under the Flexible Plan, Customers may establish and delete unlimited End User Accounts on their own (or Reseller may do so on Customers’ behalf), and Google will invoice Reseller for such End User Accounts established as set forth above. But if Reseller has specified a maximum End User Account limit for a Customer domain via the Reseller Console, the Customer may only establish End User Accounts up to this limit (and Google will bill Reseller accordingly).

        • 1.2 Annual Plan. If Reseller selects the annual plan option (“Annual Plan”), Reseller is committing to purchase the Services from Google for the entered Customer order for a 12 month term beginning on the Service Commencement Date (not on the date End User Accounts are provisioned). Under the Annual Plan, Customers may not establish End User Accounts on their own until Reseller places applicable Customer orders with Google covering those End User Accounts. End User Accounts Reseller purchases after the Service Commencement Date for a given Customer will have a pro-rated term (at the same Annual Plan monthly rate) beginning on the date of the Executed Order and ending on the same date as the initial Annual Plan order for that Customer ends. By placing its subsequent order for a given Customer, Reseller is committing to purchase such additional End User Accounts ordered for the term set forth in the prior sentence.

      • 2. Customer Order Renewal. Reseller shall elect one of the following renewal options for each Customer order for the Services in the Reseller Console.

        • 2.1 Flexible Plan. With a Flexible Plan, Reseller is not committing to purchase the Services for a pre-defined term. As a result, there is no renewal event for the Flexible Plan. Rather, Google will continue billing Reseller fees consistent with Section 1.1 of this Exhibit above until there are no longer End User Accounts in the Customer’s account.

        • 2.2 Annual Plan. With an Annual Plan, Reseller may select among the following options.

          • 2.2.1 Auto-Renew at Prior Commitment. If Reseller elects for a Customer order to auto-renew at the prior commitment then at the end of each Services term for the applicable Customer order, the Services (and all End User Accounts Reseller previously purchased for such Customer) will automatically renew for a 12 month period at the same number of End User Accounts as Reseller had previously purchased from Google in aggregate for the given Customer order.

          • 2.2.2 Auto-Renew at Prior Usage. If Reseller elects for a Customer order to auto-renew at the prior usage then at the end of each Services term for the applicable Customer order, the Services (and all End User Accounts previously purchased for such Customer) will automatically renew for a 12 month period at the same number of End User Accounts as Reseller’s Customer had established as of the date of the renewal for the given Customer order.

          • 2.2.3 Do Not Auto-Renew/Switch to Flexible Plan. If Reseller elects for a Customer order to not auto-renew, such order will switch to the Flexible Plan as described in Section 1.1 of this Exhibit above at the end of the then-current term.

          • 2.2.4 Do Not Auto-Renew/Terminate at End of Term. Reseller may elect for a Customer order to be terminated at the end of the then current order term.

          • 2.2.5 Terminate Immediately. Reseller may elect for a Customer order to be terminated immediately. If so, Reseller will be liable to pay for all remaining amounts due (applicable to the remainder of the then-current term) under the Customer order at the time of termination.

      • 3. Cancellation.

        • 3.1 Annual Plan. Reseller may cancel a Customer order on the Annual Plan at any time by selecting that choice in the Reseller Console but will be liable to pay for all remaining amounts due (applicable to the remainder of the then-current term) under the Customer order at the time of cancellation. No refunds will be issued for Annual Plan orders. End User Accounts cannot be transferred by Reseller from one Customer Domain Name to another.

        • 3.2 Flexible Plan. Reseller may cancel a Customer order on the Flexible Plan at any time by ensuring that all End User Accounts for the Customer are deleted and by then contacting Google Support to request cancellation of the Customer’s Services.

      • 4. Special Terms. Notwithstanding the foregoing, Google may offer Reseller (in the Reseller Console) terms for a given Customer order which are different than the terms provided under the Agreement (for example, special pricing or special term length, etc.). If such terms are presented in the Reseller Console, Reseller may accept them by agreeing to them and placing the applicable Customer order with Google in the Reseller Console.

      • 5. Orders Not Subject to Exhibit B. Notwithstanding the foregoing, Exhibit B will not apply to any Customer order which the parties agree will not be subject to Exhibit B (in which case, that order will be subject to Exhibit C).

    • Exhibit C – Non-Reseller Console Billing, Renewal, and Cancellation:

    • For Customer orders not placed through the Reseller Console, the following terms will apply to those orders in place of the terms set forth on Exhibit B:

      • 1. Pre-Pay Billing. Google will invoice Reseller monthly, in arrears, for the full pre-paid charges for all Executed Orders not placed through the Reseller Console, consolidated across all Reseller Customers since the last monthly invoice. If there are no Executed Orders placed outside the Reseller Console during a given month, Reseller will not be invoiced.

      • 2. End User Accounts Services Terms.

        • 2.1 Initial Term: Prorated Terms. The initial term for the first Executed Order for End User Accounts on a given Customer Domain Name will be twelve months beginning on the Service Commencement Date. End User Accounts purchased after the Service Commencement Date will have a pro-rated term beginning on the date of the Executed Order and ending on the expiry of the initial term. The beginning of the term is determined by the date of the Executed Order, and not by the date of provisioning End User Accounts. Reseller may request End User Accounts for Reseller’s Customer Domains by ordering End User Accounts via a Purchase Order to Google (or order form acceptable to Google). This process holds for the purchase both of an initial set of End User Accounts and for any additional End User Accounts to be purchased by the Reseller for that same Customer Domain.

        • 2.2 Automatic Renewal, Disabling, Altering End User Accounts. Under the default setting for th Services, after the initial term, each End User Account will automatically renew on each anniversary of the Service Commencement Date for an additional twelve-month term. In order to: (i) disable auto-renewal for a Customer order or (ii) alter the number of End User Accounts to be renewed for a Customer order, Reseller must communicate its election to do so to Google by Purchase Order (or order form acceptable to Google) at least three business days before the Customer order renews.

      • 3. Cancellations, Refunds, Transfers. Reseller may cancel an Executed Order placed by Reseller at any time by contacting Google Support but will be liable to pay for all remaining amounts due (applicable to the remainder of the then-current term) under the Customer order at the time of cancellation. No refunds will be issued for Reseller’s Executed Orders. End User Accounts cannot be transferred by Reseller from one Customer Domain Name to another.

      • 4. Migration to Reseller Console. For any Customer order subject to Exhibit C initially, Google may elect, in its sole discretion, to migrate that Customer order to become subject to Exhibit B (rather than Exhibit C) by informing Reseller in advance of that migration.