Last modified: Oct 21, 2016 | Previous Versions
SERVICE ADDENDUM: Google Maps Tile API
- 1. Agreement Integration.
- (A) This is the Service Addendum for Google Maps Tile API (the "Tile API Addendum").
- (B) This Tile API Addendum will be effective on the date Services are provisioned as specified in the applicable Order Form ("Tile API Addendum Effective Date").
- (C) This Tile API Addendum is subject to and incorporates by reference the Google Maps APIs Master Terms ("Master Terms") at https://cloud.google.com/maps-platform/terms/other/emea/master-terms/.
- 2. Definitions. Capitalized terms not defined in this Tile API Addendum will have the meanings given to them in the Master Terms. In this Tile API Addendum, the following additional definitions will also apply:
- 2.1 "Assets" means those assets actively Tracked by Customer, such as personnel, vehicles, or other physical assets.
- 2.2 "Google Maps Tile API" means an API that enables direct access to certain Google map, imagery or Street View tiles.
- 2.3 "Integrated Solution" means a Customer Implementation that is a business-to-business product or a fee-based business-to-consumer product.
- 2.4 "Overage" means Customer's use of the Service beyond the Use Limits specified in an Order Form.
- 2.5 "Service" means the Google Maps Tile API.
- 2.6 "Services Description" means the Google Maps Tile API services description described at https://cloud.google.com/maps-platform/terms/other/mapstileapi-services-summary/.
- 2.7 "Tile API Addendum Term" means the term of this Tile API Addendum, which will begin on the Tile API Addendum Effective Date and continue until the earlier of: (a) the end of the last Licence Term; or (b) termination of this Tile API Addendum in accordance with the Master Terms.
- 2.8 "Tile Request" means a billing unit based on a request to the Google Maps Tile API Service that returns an image.
- 2.9 "Track" means to use an application to locate a moving Asset based on current latitude/longitude coordinates provided to the application through position sensor(s) (such as a mobile device's GPS or accelerometers).
2.10 "URL Terms" means the following, in the listed
order of precedence if there is a conflict:
- (A) the Service's Acceptable Use Policy at https://cloud.google.com/maps-platform/terms/other/universal-aup/;
- (B) the Google Maps / Google Earth Legal Notices at https://maps.google.com/help/legalnotices_maps/;
- (C) the Google Maps / Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html;
- (D) Google Developer Guidelines applicable to each Service at: https://developers.google.com/products/#m and https://developers.google.com/maps/documentation/tile/;
- (E) the Service's then-current Service Level Agreement at https://cloud.google.com/maps-platform/terms/other/maps-sla/;
- (F) the Service's then-current Technical Support Services Guidelines at https://cloud.google.com/maps-platform/terms/other/tssg/; and
- (G) the Google Maps Deprecation Terms at https://cloud.google.com/maps-platform/terms/other/deprecation-policy/.
- 2.11 Section 1.12 of the Master Terms is deleted and replaced with the following:
- "Google API(s)" means the Google application programming interfaces at https://developers.google.com/products/, and the Google Maps Tile API.
- 3. Use of Service. Subject to Customer's compliance with the applicable Agreement (including payment of all applicable Fees and Taxes), Google grants to Customer a non-sublicensable, non-transferable, non-exclusive, terminable licence to do the following during the Licence Term in the Customer Implementation(s) only:
- (A) use the Service to publicly display the Content; and
- (B) Track Assets as indicated in Section 5.1(B) (Asset Tracking).
- 4. Customer Obligations.
- 4.1 Customer Domains and Applications. The Customer must own or control the web domain(s) and application(s) listed on the Order Form. Unless otherwise specified in the Order Form, Customer may add additional domains and applications using an online tool, as specified in the Service Documentation. Prior to providing the Service, Google may verify that Customer owns or controls the listed domain(s) and application(s). If Customer does not own or control the domain(s) and application(s), then Google will have no obligation to provide the Service to Customer.
- 4.2 Customer ID Restrictions. Customer IDs are required, will be forwarded to Customer electronically, and must be used according to the Service Documentation. Google may elect not to respond to requests with an invalid Customer ID. Customer's failure to use a Customer ID will prevent access to the Service and will suspend Google's obligations under this Tile API Addendum unless and until Customer complies with this Section 4.2.
- 4.3 Compliance with URL Terms. Customer will comply with, and is responsible for End Users' compliance with, the URL Terms.
- 4.4 Other Access. Unless Google specifically agrees in writing, Customer may only use the Google Maps Tile API to access and use tiles as specified in this Tile API Addendum.
- 4.5 Session Token. When making Google Maps Tile API requests, Customer must generate a unique session as required by the Service Documentation.
- 5. Ordering and Reporting; Additional Terms
- (A) Fees. The Fees are based on the information specified on the Order Form (for example, the SKU and the billing units for the Service ordered).
- (B) Asset Tracking. Customer may use the Service to provide background map tiles in a Customer Implementation that Tracks Assets. If Customer requires additional Google Maps APIs, such as the Google Maps Geocoding API, to Track Assets, Customer may be required to enter to a separate addendum for those services.
- (C) Internal-Use SKU. For any "internal-use only" Customer Implementation (for use behind Customer's firewall), Customer must purchase the SKU that corresponds to "internal-use" billing units.
- (D) Purchasing Higher Use Limits. If Customer is not in breach of the applicable Agreement, Google may provide Customer an opportunity to purchase higher Use Limits.
- (A) Tile Requests. Google will notify Customer before Customer exceeds the Tile Request Use Limit indicated on the Order Form. If Customer exceeds its Tile Request Use Limits during the Licence Term, Google will invoice Customer for Overages on written notice (which may be by email). If, after 30 days from the date of that written notice, Customer continues to exceed its Tile Request Use Limit, Google may stop providing the Service to the Customer.
- (B) Invoicing and Payment. If there is an Overage, Google will invoice Customer, and Customer will pay for the Overage at the rates indicated in the Order Form.
- (C) No Extension of License Term. Overage payments do not extend the Licence Term.
5.3 Reporting. To ensure proper ordering and billing,
Customer will promptly report to Google in writing if it changes its Customer
Implementation or increases its use of the Services, as follows:
- (A) if a Customer Implementation is or becomes an Integrated Solution;
- (B) if Customer starts using an API that Google identified as "upgradeable," Customer must notify Google and may be charged additional Fees for the "upgraded" use; and
- (C) if Customer did not previously order an "internal use" SKU, it will need to do so if the Customer Implementation is for internal use.
5.4 Additional Terms.
- (A) TSS. The Technical Support Services Guidelines apply to the Service.
- (B) SLA. The Service Level Agreement applies to the Service
- (C) Deprecation. The Google Maps APIs Deprecation Terms apply to the Service.
- (D) Verification and Audit. Google has the ability to independently track Customer's use of the Service and Section 10 (Verification and Audit) of the Master Terms does not apply to Tile Requests.
- 5.1 Ordering.
- 6. Integrator Rights and Obligations. If a Customer Implementation is an Integrated Solution, then Customer must purchase an "OEM" SKU, and the following additional terms will apply to such use. In this Section 6 (Integrator Rights and Obligations), Customer is referred to as the "Integrator".
- 6.1 Integrator License. Subject to the Agreement, Google grants to Integrator a non-sublicensable, non-transferable, non-exclusive, terminable licence to integrate the Service into the Integrated Solution. The licences granted under this Section 6 do not reduce the scope of the licence granted to Integrator under Section 3 (Use of Service).
- 6.2 Resell License. Subject to the Agreement, Google grants to Integrator a non-sublicensable, non-transferable, non-exclusive, terminable licence to resell the Service as integrated into the Integrated Solution to its customers.
6.3 End User Terms. Integrator will ensure that its
customers and their End Users comply with the then-current terms at the URLs
- (A) the Google Maps / Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html;
- (B) the Google Maps / Google Earth Legal Notices at https://maps.google.com/help/legalnotices_maps/; and
- (C) the Service's Acceptable Use Policy at https://cloud.google.com/maps-platform/terms/other/universal-aup/.
6.4 Integrator License Restrictions. Other than as
permitted by this Section 6 (Integrator Rights and Obligations), Integrator will
- (A) resell or otherwise distribute the Service separately from the Integrated Solution;
- (B) integrate or bundle the Service with any other product besides the Integrated Solution;
- (C) provide its Customer ID (including any Service access keys) to any of its customers;
- (D) distribute or market the Integrated Solution in the Prohibited Territory;
- (E) create an Integrated Solution that uses a non-Google map; or
(F) unless Integrator obtains Google's advanced written
consent to do so:
- (1) use or provide any part of the Service or Content in an API that Integrator offers to others; or
- (2) create an Integrated Solution that re-implements or duplicates the Service (i.e., the Integrated Solution must provide substantial additional features or content beyond the Service, and those additional features or content must constitute the primary defining characteristic of the Integrated Solution).
6.5 Integrated Solution Design and Marketing..
- (A) Design. At least 75 days before a new Integrated Solution's public launch, Integrator will notify Google of the proposed launch. At least 60 days before the proposed public launch, Integrator will respond to Google's Integrator questionnaire at https://services.google.com/fb/forms/mapsintegrator/. Integrator will respond to Google's reasonable requests for additional information, including the appointment of a single technical contact. Google reserves the right to require reasonable modifications either pre- or post-launch if the Integrated Solution does not comply with the applicable Agreement.
- (B) Marketing Plan. Integrator will not engage in any marketing or promotional activities involving the Service without Google's prior written consent. Integrator will respond to Google's reasonable requests for information regarding Integrator's use of the Google Brand Features in the Integrated Solution.
- 6.6 Integrated Solution Technical Support Services. Integrator will be responsible for providing all technical support services to its Integrated Solution customers.
6.7 Additional Integrator Indemnities.
(A) In addition to the indemnities in the Master Terms,
Integrator will defend Google and its Affiliates, and indemnify them against
Indemnified Liabilities in any Third-Party Legal Proceeding to the extent
arising from or in connection with:
- (1) an allegation that the Integrated Solution infringes the third party's Intellectual Property Rights; or
- (2) use of the Integrated Solution by any of Integrator's customers.
- (B) This Section 6.7 will be subject to the exclusions, conditions, and other provisions of Master Terms Section 13 (Defense and Indemnity).
- (A) In addition to the indemnities in the Master Terms, Integrator will defend Google and its Affiliates, and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from or in connection with:
- 6.8 Infringement Allegations against the Integrated Solution. If the Integrated Solution is alleged to infringe a third party's Intellectual Property Rights, Google may require Integrator to cease distributing or selling the Integrated Solution on 30 days written notice. In any event, this Section 6.8 does not reduce Integrator's obligations under Section 6.7 (Additional Integrator Indemnities).
- 6.9 No Assignment of Integrator Rights and Obligations. Integrator will not assign its rights under this Section 6 (Integrator Rights and Obligations) to any Affiliate or third party. Any such attempted assignment is void. This Section 6.9 supersedes Master Terms Section 15.3 (Assignment).
- 7. Tile API Addendum Term; Renewal; Termination
- 7.1 Tile API Addendum Term. Subject to Customer's compliance with the Agreement (including payment of applicable Fees and Taxes), this Tile API Addendum will remain in effect for the Tile API Addendum Term.
7.2 License Term Renewal(s).
- (A) At the end of each Licence Term, the Licence Term for the Services may be renewed under this Agreement with mutual written consent.
- (B) At the end of each Licence Term, any unused billing units (including any upgrades) will automatically expire and will not carry over into the next Licence Term (if any).
- 7.3 Termination. The Master Terms' term and termination provisions apply to this Tile API Addendum.
- RESALE CUSTOMER ADDENDUM
- 1. Background.
(A) A customer ("Resale Customer") who purchases Google
Maps Services through an authorized reseller ("Partner") is subject to two
- (1) the "Partner Agreement" between Resale Customer and Partner; and
- (2) the "Google Maps Agreement" incorporated by reference into the Partner Agreement.
(B) The Google Maps Agreement consists of three parts:
- (1) the "Master Terms" containing general terms governing all Maps products;
- (2) the "Tile API Addendum" containing additional terms specific to Google Maps Tile API; and
- (3) this "Resale Customer Addendum".
- (C) This Resale Customer Addendum amends the Google Maps Agreement to make it applicable to Resale Customer. This Resale Customer Addendum is not applicable to customers who only purchase Google Maps Services directly from Google.
- (A) A customer ("Resale Customer") who purchases Google Maps Services through an authorized reseller ("Partner") is subject to two agreements:
- 2. Enforcement. By using the Google Maps Services, Resale Customer accepts Google's offer to enter into a binding contract on the Google Maps Agreement's terms, as amended by this Resale Customer Addendum. Resale Customer represents that: (a) it has full power and authority to enter into the Agreement; and (b) the Agreement is Resale Customer's valid and binding obligation, enforceable in accordance with its terms.
- 3. Master Terms. For Resale Customer, the Master Terms are amended as follows:
3.1 Order Form. Master Terms Section 1.17 (Definitions
and Interpretation) is deleted and replaced with the following:
- "Order Form" means an order form entered into by Partner and Resale Customer, subject to the Agreement.
3.2 Order of Precedence. Master Terms Section 2.3
(Order of Precedence) is deleted and replaced with the following:
- "2.3. Order of Precedence. If any documents conflict,
the parties will interpret them in descending order of precedence from (A)
through (E) below. For example, if there is a conflict between an applicable
Service Addendum and the Order Form, the Service Addendum will take
- (A) Resale Customer Addendum;
- (B) the applicable Service Addendum;
- (C) the Master Terms;
- (D) the URL Terms; and
- (E) the Order Form."
- "2.3. Order of Precedence. If any documents conflict, the parties will interpret them in descending order of precedence from (A) through (E) below. For example, if there is a conflict between an applicable Service Addendum and the Order Form, the Service Addendum will take precedence.
- 3.3 Orders and Payment. Master Terms Section 6 (Orders and Payment) does not apply to Resale Customer and is deleted in its entirety. The Partner Agreement governs Resale Customer's Service-related orders and payments.
- 3.4 Effects of Termination. Master Terms Section 7.4(B) (Effects of Termination; Termination for Customer's breach) does not apply to Resale Customer and is deleted in its entirety.
- 3.5 Verification and Audit. Master Terms Sections 10(B)(3) and (4) (Verification and Audits) do not apply to Resale Customer and are deleted in their entirety.
- 3.1 Order Form. Master Terms Section 1.17 (Definitions and Interpretation) is deleted and replaced with the following:
- 4. Tile API Service Addendum.. For Resale Customer, the Tile API Service Addendum is modified as follows:
- 4.1 Ordering and Reporting. Tile API Service Addendum Section 5 (Ordering and Reporting) is amended as follows: all references to "Google" are replaced with the word "Partner".
- 4.2 License Term Renewal(s). Tile API Service Addendum Section 7.2 (Licence Term Renewal(s)) does not apply to Resale Customer and is deleted in its entirety. The Partner Agreement governs any Resale Customer licence renewals.
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