Thomas A. Alspaugh
Google Apps Standard Edition Agreement
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¶1¶1ṣ1This Google Apps Standard Edition 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 the terms herein (Customer). ¶1ṣ2This Agreement will be effective as of the date you click the I Accept button below (the Effective Date). ¶1ṣ3If you are accepting on behalf of your employer or another entity, you represent and warrant that:

  1. (i) ṣ3.iyou have full legal authority to bind your employer or such entity to these terms and conditions;
  2. (ii) ṣ3.iithat you have read and understand this Agreement; and
  3. (iii) ṣ3.iiithat you agree, on behalf of the party that you represent, to this Agreement.

¶1ṣ4If you don't have the legal authority to bind, please do not click the I Accept button below. ¶1ṣ5This Agreement governs Customer's access to and use of the Service (as defined below).

1. §1Definitions.

1.1. §1.1§1.1¶1ṣ1Customer Domain Name(s) means the domain name(s) owned by Customer and approved by Google for use with the Service (as defined below).

1.2. §1.2§1.2¶1ṣ1End Users mean Customer's end users who utilize any of the Google Apps.

1.3. §1.3§1.3¶1ṣ1End User Account means Google-hosted accounts provided to Customer's End Users through the Service for the purpose of enabling such End Users to use the Service. §1.3¶1ṣ2Google may limit the number of available End User Accounts it provides to End Users of Customer at its sole discretion.

1.4. §1.4§1.4¶1ṣ1Service means the services referred to by Google as Google Apps for Your Domain or Google Apps that are hosted by Google and described in this Agreement, which may include without limitation, the Hosted Communication Services and the Start Page Service.

1.5. §1.5§1.5¶1ṣ1Hosted Communication Services means the hosted services provided by Google hereunder that provide Customer with Google-hosted End User Accounts for its End Users for the purpose of

  1. (i) ṣ1.ienabling End Users to send and receive email and/or instant messages at one or more Customer Domain Names and
  2. (ii) ṣ1.iiany other functionality, products and/or services that Google may provide from time to time as part of the Hosted Communication Services, as applicable.

1.6. §1.6§1.6¶1ṣ1Start Page means a Google-hosted web page provided through the Start Page Service.

1.7. §1.7§1.7¶1ṣ1Start Page Service means the service that provides Customer with a Google-hosted web page for its End Users that enables certain customization by the Customer through the administrative console and enables further customization by each End User with an End User Account.

1.8. §1.8§1.8¶1ṣ1Domain Service means the service provided by Google to help Customer register Customer Domain Names through third party registrars.

2. §2Hosted Communication Services. §2¶1§2¶1ṣ1Google will use commercially reasonable efforts to provide the Hosted Communication Services to Customer during the term of this Agreement. §2¶1ṣ2Customer agrees that Google may serve advertisements (Ads) in connection with the Hosted Communication Services. §2¶1ṣ3Subject to the terms and conditions of this Agreement, Customer may use the Service to

  1. (a) ṣ3.aprovide End User Accounts to its End Users, and
  2. (b) ṣ3.badminister such End User Accounts through the provided administrative console.

§2¶1ṣ4Both parties acknowledge that an End User is a customer of both Customer and Google. §2¶1ṣ5Information collected by Google may be stored and processed in the United States or any other country in which Google or its agents maintain facilities. §2¶1ṣ6By using the Hosted Communication Services, Customer consents to any such transfer, processing and storage of information. §2¶1ṣ7Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the abuse and postmaster aliases for Customer Domain Name(s); ṣ7.1however, Customer acknowledges and agrees that Google may also monitor, respond to or otherwise process emails sent to such aliases for Customer Domain Name(s). §2¶1ṣ8Customer acknowledges that the Hosted Communication Services are not a telephony service and that the Hosted Communication Services are not capable of placing or receiving any calls, including emergency services calls, over publicly switched telephone networks. §2¶1ṣ9Customer agrees that any revenue generated by Google from the Ads or otherwise derived by Google from the Hosted Communication Services will be retained by Google and not be subject to any revenue sharing.

3. §3Start Page Service. §3¶1§3¶1ṣ1Google will use commercially reasonable efforts to provide the Start Page Service to Customer during the term of this Agreement. §3¶1ṣ2Subject to the terms and conditions of this Agreement, Customer may use the Start Page Service to

  1. (a) ṣ2.aprovide a Start Page to its End Users, and
  2. (b) ṣ2.badminister such Start Page through the provided administrative console.

§3¶1ṣ3Both parties acknowledge that an End User is a customer of both Customer and Google.

3.1. §3.1Search Box and Search Results. §3.1¶1§3.1¶1ṣ1Customer agrees that Google will display a Google search box (Search Box) in the position specified by Google on the Start Page. §3.1¶1ṣ2All search queries must originate from individual human end users inputting data directly into the Search Box. §3.1¶1ṣ3Google will use commercially reasonable efforts to provide search results (Search Results) in response to queries processed through the Search Box. §3.1¶1ṣ4Customer agrees that Google may serve advertisements (Ads) in connection with the Search Results. §3.1¶1ṣ5Search Results and any accompanying Ads will be displayed on Web pages hosted by Google (each, a Search Results Page), the format, look and feel of which may be modified by Google from time to time. §3.1¶1ṣ6Customer agrees that any revenue generated by Google from the Ads or otherwise derived by Google from the Start Page Service will be retained by Google and not be subject to any revenue sharing.

3.2. §3.2Start Page Content. §3.2¶1§3.2¶1ṣ1Customer may use the administrative console of the Start Page Service to add modules of Customer provided content to the Start Page (Customer Content). §3.2¶1ṣ2Customer may develop gadgets for inclusion in the Start Page Service using the API and development information available at http://www.google.com/apis/homepage/ or such future URL as Google may designate, and by executing the Google Gadgets API Terms of service, located at http://www.google.com/apis/homepage/terms.html or such future URL as Google may designate. §3.2¶1ṣ3Furthermore, Google may provide access to other content for Customer or End Users to enhance the Start Page (such as current news and weather information) from publicly available sources or which Google licenses from third parties (Additional Content). §3.2¶1ṣ4Customer Content shall be hosted by Customer and contained in the modules identified as Customer's content on the Start Page. §3.2¶1ṣ5Customer Content shall conform to Google's reasonable technical requirements, including but not limited to size, dimensions and language, and Google's content policies. §3.2¶1ṣ6Areas on the Start Page not reserved for Customer Content may be modified by Google from time to time at its sole discretion. §3.2¶1ṣ7Notwithstanding the foregoing, the parties further acknowledge that End Users will have the ability to make personal customizations to certain aspects Start Page through an End User Account, and such customization may include moving or removing modules, whether containing Customer Content or Additional Content, and/or including new content from third party content providers (e.g., via RSS feeds or similar). §3.2¶1ṣ8The parties further agree that revenue generated, if any, from each party's content on the Start Page shall be retained by such party and shall not be subject to any revenue sharing or payment commitments hereunder.

3.2.1. §3.2.1Appropriate Customer Content. §3.2.1¶1§3.2.1¶1ṣ1Customer agrees that all Customer Content is the sole responsibility of Customer. §3.2.1¶1ṣ2Google reserves the right, but shall have no obligation, to pre-screen, refuse or move any Customer Content available via the Start Page Service. §3.2.1¶1ṣ3Without limiting the foregoing, Google and its designees shall have the right to remove any Customer Content or other content that violates this Agreement or is otherwise objectionable. §3.2.1¶1ṣ4Customer understands that by using the Start Page Service, that Customer and End Users may be exposed to content that is offensive, indecent or objectionable, and that Customer and its End Users use the Start Page Service at their own risk.

3.2.2. §3.2.2Disclaimer Regarding Additional Content. §3.2.2¶1§3.2.2¶1ṣ1Additional Content may be provided by third parties and may be modified or removed by Google at any time, including at the request of those third parties. §3.2.2¶1ṣ2Third party providers of Additional Content may include financial exchanges and may be delayed as specified by such financial exchanges or Google's data providers. §3.2.2¶1ṣ3Google does not verify any data and disclaims any obligation to do so. §3.2.2¶1ṣ4Google, its data or content providers, the financial exchanges and each of their affiliates and business partners

  1. (a) ṣ4.aexpressly disclaim the accuracy, adequacy, or completeness of any data, and
  2. (b) ṣ4.bshall not be liable for any errors, omissions or other defects in, delays or interruptions in such data, or for any actions taken in reliance thereon.

§3.2.2¶1ṣ5Neither Google nor any of its information providers will be liable for any damages relating to Customer's or End User's use of the information provided herein. §3.2.2¶1ṣ6As used here, business partners does not refer to an agency, partnership, or joint venture relationship between Google and any such parties. §3.2.2¶1ṣ7Customer agrees not to copy, modify, reformat, download, store, reproduce, reprocess or redistribute any data or information from the Additional Content or use any such data or information in a commercial enterprise without obtaining prior written consent. §3.2.2¶1ṣ8All data and information is provided as is for personal informational purposes only, and is not intended for trading purposes or advice. §3.2.2¶1ṣ9A broker or financial representative should be consulted to verify pricing before executing any trade. §3.2.2¶1ṣ10Either Google or its third party data or content providers have exclusive proprietary rights in the data and information provided.

3.3. §3.3Fixed Footer Information. §3.3¶1§3.3¶1ṣ1Customer acknowledges that the Start Page will contain a fixed footer set by Google that may contain, among other things, a link to a Google end user privacy policy and end user terms of service, as each may be updated by Google from time to time. §3.3¶1ṣ2Customer agrees not to interfere with the display of or links contained in such fixed footer.

3.4. §3.4Setting of the Browser Default Page. §3.4¶1§3.4¶1ṣ1If a Customer chooses to change an End User's browser default home page to point to the Start Page, Customer shall

  1. (i) ṣ1.ifully, accurately, clearly and conspicuously disclose the change in a manner that will explain the practical effect of such change and
  2. (ii) ṣ1.iiobtain the End User's affirmative consent to make such change.

§3.4¶1ṣ2Customer agrees not to repeatedly ask an End User to set, or try to deceive an End User into setting, such End User's browser default home page to the Start Page.

3.5. §3.5Access to the Start Page. §3.5¶1§3.5¶1ṣ1Customer understands that the Start Page is hosted on a publicly accessible web server by Google, and third parties other than Customer's End Users may be able to view and access the Start Page and any Customer Content and Additional Content on the Start Page.

4. §4Domain Service. §4¶1§4¶1ṣ1Customer may, through Google's interface, register domain name(s) through or transfer domain name(s) to third party domain name registrars who have a contractual relationship with Google (Registrar Partners). §4¶1ṣ2Google's role in such registration is principally in suggesting a Registrar Partner to Customer, helping Customer to register Customer Domain Name(s) with such Registrar Partner and aiding in the setup of Google Service(s) through such Registrar Partner. §4¶1ṣ3Google's Registrar Partners currently include eNom, Inc. and GoDaddy.com, Inc. but these Registrar Partners may change from time to time at Google's sole discretion. §4¶1ṣ4Customer must agree to the Registrar Partner's Terms and Conditions in order to register a domain name with that Registrar Partner. §4¶1ṣ5Customer understands that Customer has a separate contractual agreement with the Registrar Partner and that Customer is responsible for all liability, obligations, and fees as specified in that agreement. §4¶1ṣ6Any issues regarding availability, purchase, renewal, maintenance or other support relating to Customer's domain name registration should be addressed to such Registrar Partner and not Google. §4¶1ṣ7Google bears no responsibility for such issues. §4¶1ṣ8Customer also understands that Google is not responsible for forwarding any correspondence directed to Google on Customer's behalf.

4.1. §4.1Registration. §4.1¶1§4.1¶1ṣ1Customer understands that Customer is the Registrant for Customer's domain name(s) as defined by the Internet Corporation for Assigned Names (ICANN). §4.1¶1ṣ2Customer agrees to comply with the relevant ICANN regulations and policies concerning Customer's Domain Name(s), including ICANN's Uniform Dispute Resolution Process. §4.1¶1ṣ3Customer agrees to submit and maintain Customer's registration information, including contact information for the registration and other contacts, as complete and accurate at all times. §4.1¶1ṣ4Customer also agrees and understands that though Customer may elect to keep Customer information out of the WHOIS database, if regulations regarding such election change, Customer's Registrar Partner or Google may disclose Customer's information as it reasonably believes necessary. §4.1¶1ṣ5To the extent that Customer names others to act on Customer's behalf as Registrant, Administrator or in any other capacity, Customer agrees that Customer is liable for any obligations or liability that its agents incur relating to Customer's domain(s) and Customer must have its agents accept these Terms and the Registrar Partner's Terms and Conditions.

4.2. §4.2Fees. §4.2¶1§4.2¶1ṣ1Customer agrees that Customer shall be responsible for all fees concerning the Domain Service payable to Customer's Registrar Partner(s) and that Google may bill Customer for such fees. §4.2¶1ṣ2Google may collect such fees from Customer for payment to Customer's Registrar Partner(s), but is under no obligation to do so. §4.2¶1ṣ3During signup or through the Domain Service, Customer may choose to automatically renew Customer's Domain Name(s). §4.2¶1ṣ4If Customer so chooses, Google will convey Customer's request to Customer's Registrar Partner(s) and bill Customer for the then current fee for renewal when such payment is due. §4.2¶1ṣ5The current yearly fee for renewal is ten (10) U.S. dollars, but such fee may change at any time (and will be listed with Customer's current renewal option as part of the Service).

4.3. §4.3Domain Records. §4.3¶1§4.3¶1ṣ1Customer authorizes Google to correspond with Customer's Registrar Partner(s) on Customer's behalf and to make changes to Customer's records with such Registrar Partner(s) in order to facilitate the functioning of the Services offered under this Agreement. §4.3¶1ṣ2Customer authorizes Google to, at its option, become the Technical, Billing or other contact for domains registered through the Domain Service.

4.4. §4.4Transfer. §4.4¶1§4.4¶1ṣ1Customer understands that Google may change its Registrar Partners or begin providing such domain name registration services itself at any time and at its sole discretion. §4.4¶1ṣ2In connection with such a change, Google may change Customer's Registrar. §4.4¶1ṣ3Customer authorizes Google to act as the agent of the Registrant for the limited purpose of requesting such a change and completing any necessary forms or agreements. §4.4¶1ṣ4Customer also authorizes Google to become and reset the Administrative Contact for the limited purpose of transferring Customer Domain Name(s) and completing any necessary forms or agreements.

5. §5Customer Obligations.

5.1. §5.1End User Terms. §5.1¶1§5.1¶1ṣ1Customer acknowledges that its End Users will be bound by terms relating to Source has the here each component of the Service which may include but are not limited to

  1. (i) ṣ1.ithe Gmail Terms of Use (which may be modified from time to time) available at http://www.google.com/mail/help/terms_of_use.html or such URL as Google may provide and
  2. (ii) ṣ1.iithe Google Terms of Service (which may be modified from time to time) available at http://www.google.com/terms_of_service.html or such URL as Google may provide; and
  3. (iii) ṣ1.iiiadditional Program Policies or Guidelines for acceptable usage (which may be modified from time to time) available at http://www.google.com/a/help/intl/en/users/terms.html or such URL as Google may provide.

§5.1¶1ṣ2Customer acknowledges that each End User of the Service consents to privacy policies relating to the Service which may include but are not limited to the Google Apps Privacy Policy (which may be modified from time to time) available at http://www.google.com/a/help/intl/en/users/privacy_notice.html or such URL as Google may provide and the Google Privacy Policy (which may be modified from time to time) available at http://www.google.com/privacy.html or such URL as Google may provide. §5.1¶1ṣ3In the event that Customer becomes aware of any End User's violation of any applicable terms of use or policy, Customer agrees to

  1. (i) ṣ3.ipromptly notify Google and
  2. (ii) ṣ3.iiimmediately suspend or terminate such End User Account unless Google agrees otherwise in writing (including by email).

§5.1¶1ṣ4At Google's request, Customer will promptly suspend or terminate any End User Account or administrator's access to the Service in response to a violation of any applicable terms of use or policy by an End User or administrator. §5.1¶1ṣ5Google reserves the right at its discretion to suspend or terminate the End User Account of any End User.

5.2. §5.2Privacy and Program Policies. §5.2¶1§5.2¶1ṣ1For information about Google's data protection practices relating to Google Apps for your Domain, please read Google's Google Apps for your Domain Privacy Notice atOriginal has colon here http://www.google.com/a/help/intl/en/admins/privacy.html and Google's main privacy policy at http://www.google.com/privacy.html. §5.2¶1ṣ2This policy explains how Google treats your personal information, and protects your privacy, when you use the Google Apps for your Domain. §5.2¶1ṣ3You agree to the use of your data in accordance with Google's privacy policies. §5.2¶1ṣ4Customer agrees to comply with the policy for the Service available at http://www.google.com/a/help/intl/en/admins/standard_program_policies.html which may be updated from time to time.

5.2.1. §5.2.1Start Page. §5.2.1¶1§5.2.1¶1ṣ1Google may provide Customer with certain aggregate data (Analytics Data) concerning the characteristics and activities of End User usage of the Start Page Service. §5.2.1¶1ṣ2Customer will not (and will not allow any third party to) use the Start Page Service to track or collect personally identifiable information of End Users or other Internet users, nor will Customer (or will Customer allow any third party to) associate any Analytics Data or other data gathered from the Start Page Service with any personally identifying information from any source.

5.2.2. §5.2.2End User Privacy Policies. §5.2.2¶1§5.2.2¶1ṣ1Customer agrees to protect the privacy of its End Users of the Service through a policy communicated to its End Users and no less protective of its End Users than the Google Apps Privacy Policy and the Google Privacy Policy referenced above.

5.3. §5.3Customer Administration of the Services. §5.3¶1§5.3¶1ṣ1Customer will receive a password and account to use in connection with administering the End User Accounts of its End Users and the Start Page. §5.3¶1ṣ2Customer is responsible for maintaining the confidentiality of the password and account, designating those employees who are authorized to access the account, limiting the scope of such authorization to performance of duties under this Agreement, and for all activities that occur under Customer's account. §5.3¶1ṣ3Customer agrees to immediately notify Google of any unauthorized use of, or access to, the Service, Customer's password or account, or of any other breach of security. §5.3¶1ṣ4Google cannot and will not be liable for any loss or damage from Customer's failure to comply with these security obligations. §5.3¶1ṣ5Customer acknowledges and agrees that under no circumstances will Google be liable in any way for any acts or omissions of Customer or any End User including any damages of any kind incurred as a result of such acts or omissions.

5.4. §5.4Deployment of Services. §5.4¶1§5.4¶1ṣ1Furthermore, Google reserves final approval authority with respect to the means used by Customer to deploy each component of the Service, and in the event Google disapproves of such deployment, Google shall have the right, upon notice to Customer, to suspend any continued use of the Service until such time Customer implements adequate corrective modifications as reasonably required and determined by Google.

5.5. §5.5Usage Policies and Limits. §5.5¶1§5.5¶1ṣ1Customer shall comply with any usage policies and limits concerning use of the Service as requested by Google from time to time, including without limitation:

  1. (i) ṣ1.iGoogle's technical and implementation requirements;
  2. (ii) ṣ1.iiGoogle's brand treatment guidelines for the Service;
  3. (iii) ṣ1.iiiGoogle website terms of use and privacy policies; and
  4. (iv) ṣ1.ivGoogle requirements for data security.

§5.5¶1ṣ2Google shall have the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation and availability of any Service feature, without notice and without liability. §5.5¶1ṣ3Google shall have the right to impose limits on certain features or restrict access to parts or all of the Service without notice and without liability.

5.6. §5.6Permissible Use. §5.6¶1§5.6¶1ṣ1Customer agrees to use the Service only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. §5.6¶1ṣ2Customer agrees that it will not engage in any activity that interferes with or disrupts the Service or servers or networks connected to the Service. §5.6¶1ṣ3In addition to this agreement, Customer's use of some specific Google services is governed by the policies or guidelines that are presented to Customer when Customer signs up for or accesses those services and which are specifically incorporated into this Agreement. §5.6¶1ṣ4Customer agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. §5.6¶1ṣ5A Customer in a country outside of the United States agrees to additionally comply with any local rules regarding online conduct and acceptable content, including laws regulating the export and reexport of data to and from the United States or such other country.

6. §6Restrictions. §6¶1§6¶1ṣ1Except as expressly permitted by Google, Customer shall not alter, delete or modify any attributions included within the Service. §6¶1ṣ2Customer shall fully comply with the restrictions set forth in the policies for the Service available at http://www.google.com/a/help/intl/en/admins/standard_program_policies.html. §6¶1ṣ3Except for modifications made to the Start Page Service permitted through use of the Start Page Service administrative console, Customer agrees not to alter the Service or any information transmitted through the Service to End Users. §6¶1ṣ4Except as expressly set forth in this Agreement, Customer shall not transmit, display or otherwise make available (or allow End Users or any other third party to transmit or make available) the Service or the content thereof to any third party.

7. §7Technical Support Services. §7¶1§7¶1ṣ1Customer is responsible for responding to any questions and complaints by End Users or other third parties relating to Customer or its End Users' use of the Service, with such support services to be provided at Customer's own expense. §7¶1ṣ2Subject to the terms and conditions of this Agreement, Google shall provide technical support services to Customer's designated administrator in accordance with Google's support guidelines then in effect for the Service. §7¶1ṣ3Prior to making any support request to Google, Customer shall first use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect on its own without any escalation to Google. §7¶1ṣ4Thereafter, Customer's designated administrator may submit a written request for technical support through the online help center which is accessible at http://www.google.com/support/a, or such URL as Google may provide. §7¶1ṣ5Technical support services for End Users of the Service are provided by Google solely through the Google.com Help Center, which is accessible at http://www.google.com/support/ or such URL as Google may provide.

8. §8Confidential Information. §8¶1§8¶1ṣ1In connection with performance of its obligations hereunder, a party (the Discloser) may disclose to the other party (the Recipient) certain information that the Discloser considers confidential and/or proprietary (Confidential Information) including, but not limited to, tangible, intangible, visual, electronic, present, or future information such as:

  1. (a) ṣ1.atrade secrets;
  2. (b) ṣ1.bfinancial information, including pricing;
  3. (c) ṣ1.ctechnical information, including research, development, procedures, algorithms, data, designs, and know-how;
  4. (d) ṣ1.dbusiness information, including operations, planning, marketing interests, and products;
  5. (e) ṣ1.eany bugs, defects, security problems, and other issues relating to the Service; and
  6. (f) ṣ1.fthe terms of this Agreement and the discussions, negotiations and proposals related thereto.

§8¶1ṣ2The Recipient will only have a duty to protect Confidential Information disclosed to it by the Discloser:

  1. (1) ṣ2.1if it is clearly and conspicuously marked as confidential or with a similar designation;
  2. (2) ṣ2.2if it is identified by the Discloser as confidential and/or proprietary before, during, or promptly after presentation or communication; or
  3. (3) ṣ2.3if it is disclosed in a manner in which the Discloser reasonably communicated, or the Recipient should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation confidential or any similar designation is used.

§8¶1ṣ3Customer acknowledges that the source and object code of the software underlying the Service (the Software) remains a confidential trade secret of Google and/or its licensors and that Customer is not entitled to review either the object code or the source code of the Software for any reason at any time. §8¶1ṣ4Recipient shall not disclose or cause to be disclosed any Confidential Information of Discloser, except to those employees, agents, representatives, or contractors of the parties who require access to the Confidential Information to perform under this Agreement (Authorized Personnel) and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to Recipient, or as such disclosure may be required by law or governmental regulation. §8¶1ṣ5Furthermore, Recipient agrees to be responsible for any act and/or omission of any Authorized Personnel in breach of this Section. §8¶1ṣ6Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication to any unauthorized third parties. §8¶1ṣ7A party's Confidential Information shall not include information that:

  1. (i) ṣ7.iis or becomes publicly available through no act or omission of Recipient;
  2. (ii) ṣ7.iiwas in the Recipient's lawful possession prior to the disclosure and was not obtained by Recipient either directly or indirectly from the Discloser;
  3. (iii) ṣ7.iiiis lawfully disclosed to the Recipient by a third party without restriction on Recipient's disclosure, and where Recipient was not aware that the information was the confidential information of Discloser; or
  4. (iv) ṣ7.ivis independently developed by the Recipient without violation of this Agreement.

§8¶1ṣ8Recipient may disclose Confidential Information solely as needed to comply with a court order, subpoena, or other government demand (provided that Recipient first used all commercially reasonable efforts to notify Discloser and to give Discloser the opportunity to challenge such court order, subpoena, or government demand except in situations where Recipient is prevented, per lawful government request, from disclosing the existence of the court order, subpoena, or other government demand). §8¶1ṣ9Results, analyses or other information generated in benchmarking and/or performance testing of the Service shall be Confidential Information of Google and shall, at the request of Google, be provided to Google. §8¶1ṣ10Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; ṣ10.1therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section 8. §8¶1ṣ11A Recipient shall have a duty to protect Confidential Information during the term of this Agreement and for a period of five (5) years thereafter.

9. §9Ownership; Restricted Use. §9¶1§9¶1ṣ1Google and its licensors shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below) relating to the Service (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines, and documentation. §9¶1ṣ2Customer shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Agreement. §9¶1ṣ3Any rights not expressly granted herein are deemed withheld. §9¶1ṣ4Intellectual Property Rights means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. §9¶1ṣ5Google does not own third party content used as part of the Service, including the content of communications appearing on the Service. §9¶1ṣ6Title, ownership rights, and Intellectual Property Rights in and to the content accessed through the Service are the property of the applicable content owner and may be protected by applicable copyright or other law. §9¶1ṣ7Customer agrees not to, or to allow others to:

  1. (i) ṣ7.iadapt, translate, or modify the Software;
  2. (ii) ṣ7.iidecipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source or object code of the Software, except to the extent applicable laws specifically prohibit such restriction;
  3. (iii) ṣ7.iiicopy the Software;
  4. (iv) ṣ7.ivuse the Service for High Risk Activities as described in Section 13; or
  5. (v) ṣ7.vsublicense, loan, sell, rent or lease the Service, or any component thereof.

§9¶1ṣ8Any and all third party binary or source code included in each portion of the Service may be used only in conjunction with such portion of the Service, and such use shall be subject to all the terms and conditions of this Agreement. §9¶1ṣ9THE SERVICE OR ANY PORTION THEREOF MAY NOT BE USED, COPIED, TRANSFERRED, OR MODIFIED EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT.

10. §10Brand Features. §10¶1§10¶1ṣ1As used in this Agreement, Brand Features shall mean 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. §10¶1ṣ2Except as expressly allowed by Google, any Brand Features, copyright, or other proprietary notices, legends, symbols, or labels appearing on or in the Service provided to Customer shall not be removed or altered. §10¶1ṣ3Subject to the terms and conditions of this Agreement, Customer grants to Google a limited, nonexclusive and nonsublicensable license during the term of this Agreement to display those Customer Brand Features expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein. §10¶1ṣ4Notwithstanding anything to the contrary, Customer may revoke the license granted herein to use Customer's Brand Features upon providing Google with written notice thereof and a reasonable period of time to cease such usage. §10¶1ṣ5The pages displaying the Service to End Users (Service Pages) including the Start Page may display Customer's Brand Features within the designated area of Service Pages as Customer shall specify from time to time using the automated features included in the Service. §10¶1ṣ6Notwithstanding the foregoing, Google may prominently display on all Service Pages Google's Brand Features. §10¶1ṣ7Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. §10¶1ṣ8Some, but not all examples of Google Brand Features are located at: ṣ8.1http://www.google.com/permissions/trademarks.html (or such other URLs Google may provide from time to time). §10¶1ṣ9Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the first party; ṣ9.1and all rights not expressly granted herein are deemed withheld. §10¶1ṣ10All use by Google of Customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of Google Brand Features (including any goodwill associated therewith) shall inure to the benefit of Google. §10¶1ṣ11Customer shall not challenge or assist others to challenge the Google Brand Features or the registration thereof, nor shall Customer attempt to register any Google Brand Features or domain names that are confusingly similar to those of Google.

11. §11PR. §11¶1§11¶1ṣ1Customer agrees not to issue any public announcement regarding the existence or content of this Agreement without Google's prior written approval. §11¶1ṣ2Google may

  1. (i) ṣ2.iinclude Customer's Brand Features in presentations, marketing materials, and customer lists (which includes, without limitation, customer lists posted on Google's web sites and screen shots of Customer's implementation of the Service) and
  2. (ii) ṣ2.iiissue a public announcement regarding the existence or content of this Agreement.

§11¶1ṣ3Upon Customer's request, Google will furnish Customer with a sample of such usage or announcement.

12. §12Representations and Warranties. §12¶1§12¶1ṣ1Each party represents and warrants that it has full power and authority to enter into the Agreement. §12¶1ṣ2Customer represents, warrants, and covenants that:

  1. (i) ṣ2.iCustomer owns and controls one hundred percent (100%) of the Customer Domain Name(s);
  2. (ii) ṣ2.iiCustomer has and will maintain all rights, authorizations and licenses that are required to permit Customer to use the Service;
  3. (iii) ṣ2.iiithe execution and delivery of this Agreement, and the performance by Customer of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising therefrom; and
  4. (iv) ṣ2.ivCustomer shall comply with all laws, regulations and ordinances applicable to or otherwise connected with Customer's use of the Service.

13. §13Warranty Disclaimer. §13¶1§13¶1ṣ1CUSTOMER UNDERSTANDS AND AGREES THAT EACH SERVICE MAY CONTAIN BUGS, DEFECTS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. §13¶1ṣ2CONSEQUENTLY, THE SERVICE INCLUDING ALL CONTENT, SOFTWARE (INCLUDING ANY UPDATES OR MODIFICATIONS TO THE SOFTWARE), FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED AS IS AND ANY USE THEREOF SHALL BE AT CUSTOMER'S OWN RISK. §13¶1ṣ3GOOGLE AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. §13¶1ṣ4GOOGLE ASSUMES NO RESPONSIBILITY FOR THE PROPER USE OF THE SERVICE. §13¶1ṣ5GOOGLE AND ITS LICENSORS MAKE NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SERVICE. §13¶1ṣ6GOOGLE MAKES NO REPRESENTATION THAT GOOGLE (OR ANY THIRD PARTY) WILL ISSUE UPDATES OR ENHANCEMENTS TO THE SERVICE. §13¶1ṣ7Google does not warrant that the functions contained in the Service will be uninterrupted or error free. §13¶1ṣ8SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. §13¶1ṣ9IN THAT EVENT, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE EFFECTIVE DATE. §13¶1ṣ10THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USES SUCH AS THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL OR LIFE SUPPORT SYSTEMS, WHERE THE FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE (HIGH RISK ACTIVITIES).

14. §14Indemnification. §14¶1§14¶1ṣ1Customer shall indemnify, defend and hold harmless Google, its subsidiaries and other affiliates, and its and their officers, directors, owners, agents, co-branders or other partners, employees, information providers, licensors and licensees (collectively, the Indemnified Parties) from and against any and all liability, costs, losses, damages, claims and demands, including without limitation attorneys fees and costs incurred by the Indemnified Parties, arising out of or related to

  1. (i) ṣ1.iCustomer Domain Name(s) and/or Customer Brand Features;
  2. (ii) ṣ1.iiCustomer's use of the Service;
  3. (iii) ṣ1.iiiCustomer's disclosure of End User information;
  4. (iv) ṣ1.ivany Customer Content;
  5. (v) ṣ1.vany breach or non-compliance by Customer of this Agreement, any of Google's policies, or Customer's representations or the provision of warranties contained herein; and
  6. (vi) ṣ1.viany End User's use of the Service.

15. §15Limitation of Liability. §15¶1§15¶1ṣ1IN NO EVENT WILL GOOGLE OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO USE, MISUSE, INABILITY TO USE, OR INTERRUPTED USE) AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT AND WHETHER OR NOT GOOGLE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; ṣ1.1OR FOR ANY CLAIM ALLEGING INJURY RESULTING FROM ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. §15¶1ṣ2THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY, OR WILLFUL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. §15¶1ṣ3FUTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER. §15¶1ṣ4IN NO EVENT SHALL GOOGLE'S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500). §15¶1ṣ5THE SERVICE IS PROVIDED WITHOUT CHARGE FOR BETA TESTING PURPOSES ONLY AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

16. §16Termination. §16¶1§16¶1ṣ1Customer may discontinue use of the Service at any time. §16¶1ṣ2Except as provided in Section 18, Google reserves the right at any time and from time to time to modify the Service (or any part thereof) with or without notice. §16¶1ṣ3Customer agrees that Google may at any time and for any reason terminate this Agreement and/or terminate the provision of all or any portion of the Service. §16¶1ṣ4Notwithstanding the foregoing, Google will provide at least thirty (30) days notice to Customer prior to terminating or suspending the hosted email service (if provided to Customer); ṣ4.1provided that such hosted email service may be terminated immediately if

  1. (i) ṣ4.iCustomer has breached this Agreement or
  2. (ii) ṣ4.iiGoogle reasonably determines that it is commercially impractical to continue providing such hosted email service in light of applicable laws.

§16¶1ṣ5Customer agrees that Google shall not be liable to Customer, any End User, or any third party for any modification, suspension, or termination of the Service. §16¶1ṣ6Sections 8 (Confidentiality), 9 (Ownership; ṣ6.1Restricted Use), 12 (Representations and Warranties), 13 (Warranty Disclaimer), 14 (Indemnification), 15 (Limitation of Liability), 16 (Termination), Original lists a nonexistent Section 19 (Information Requests) here and Original has 20:19 (Miscellaneous) shall survive the expiration or termination of this Agreement.

17. §17Modification. §17¶1§17¶1ṣ1Except as provided in Section 18, Google reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement at http://www.google.com/a/help/intl/en/admins/terms.html or such URL as Google may provide. §17¶1ṣ2Customer is responsible for regularly reviewing any updates to this Agreement. §17¶1ṣ3Any changes or modifications to this Agreement will become binding

  1. (i) ṣ3.iwhen made in a writing executed by both parties,
  2. (ii) ṣ3.iiby Customer's online acceptance of updated terms, or
  3. (iii) ṣ3.iiiafter Customer's continued use of the Service after such terms have been updated by Google.

18. §18Fees. §18¶1§18¶1ṣ1Provided that Google continues to offer the Service to Customer, Google will continue to provide a version of the Service (with substantially the same services as those provided as of the Effective Date) free of charge to Customer; ṣ1.1provided that such commitment:

  1. (i) ṣ1.idoes not apply to the Domain Service described in Section 4 above; and
  2. (ii) ṣ1.iimay not apply to new opt-in services added by Google to the Service in the future.

§18¶1ṣ2For sake of clarity, Google reserves the right to offer a premium version of the Service for a fee.

19. §19Miscellaneous. §19¶1§19¶1ṣ1Customer agrees that Google may provide Customer with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on Google services. §19¶1ṣ2Customer may not assign or otherwise transfer its rights or delegate its obligations under this Agreement, without the prior written consent of Google. §19¶1ṣ3Any attempted assignment in derogation hereof shall be null and void. §19¶1ṣ4Customer agrees that there shall be no third party beneficiaries to this Agreement. §19¶1ṣ5This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its choice of law provisions, and Customer and Google agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California. §19¶1ṣ6The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. §19¶1ṣ7Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. §19¶1ṣ8If any provision of this Agreement is found void and unenforceable, it shall be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. §19¶1ṣ9The unenforceability of any provision, however, shall not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. §19¶1ṣ10THIS AGREEMENT CONSTITUTES A COMPLETE INTEGRATION OF ALL UNDERSTANDINGS BETWEEN THE PARTIES AND IS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND GOOGLE RELATING TO THE SERVICE AND ALL TERMS HEREIN. §19¶1ṣ11THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY SPECIFICALLY REFERENCED UNIFORM RESOURCE LOCATOR (AS SUCH URL MAY BE MODIFIED FROM TIME TO TIME, AS PROVIDED HEREIN) SHALL TAKE PRECEDENCE OVER ANY PURCHASE ORDER, WEB SITE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR OTHER DOCUMENT WHETHER FORMALLY REJECTED BY GOOGLE OR NOT, AND ANY CONFLICTING, INCONSISTENT, OR ADDITIONAL TERMS CONTAINED THEREIN SHALL BE NULL AND VOID.

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