TRUSTED TESTER AGREEMENT
By signing this Agreement, you, on behalf of yourself and the organization you represent (collectively, “you”), agree to comply with this agreement (the “Agreement”). If you are signing on behalf of an organization, do not sign unless you are authorized by that organization to do so. Government agencies and public universities are not eligible to participate in this Trusted Tester program.
1.1. Trusted Tester Program. Through this Agreement, Google is inviting you to participate in its testing and development program(s) (each, a “Testing Program”) to help Google improve its products for you and other Google users. Thank you and welcome!
1.2. Test Products. In each Testing Program, Google LLC and its affiliates (“Google”) may give you access to certain products (including software and pre-release hardware) that are not yet suitable for use in a production environment (each, a “Test Product”).
1.3. Terms of Service. In addition to this Agreement, if the Test Products include terms of service, those terms will apply to your use of those products. If the Test Products do not include terms of service, the Google Terms of Service at https://www.google.com/policies/terms/ (or such other URL as Google may provide) will apply. To the extent any of those terms of service conflict with this Agreement, this Agreement will govern.
1.4. Feedback. In connection with the Testing Program(s), Google may ask you to provide feedback (“Feedback”). If you provide Feedback, it must (A) be truthful; (B) originate only from you; and (C) not contain any third party’s Confidential Information.
1.5. No Compensation. Google will not provide you any compensation for your participation in the Testing Program(s) may suspend the Testing Program(s) or your participation at any time.
1.6. Suspension. Google may suspend the Testing Program(s) or your participation at any time.
2. Intellectual Property Rights.
2.1. Test Products.
(A) License. Subject to Subsection (B) (Instruction; Policies; Misuse), you may use the Test products solely in a non-production environment during the Agreement term, unless Google explicitly permits a broader scope of use in writing (such as the applicable Testing Program documentation).
(B) Instructions; Policies; Misuse. When you use the Test Products:
1. You must follow any applicable instructions, policies, and other product documentation made available to you by Google.
2. You may use the Test Products only as permitted by law, including applicable export and re-export control laws and regulations.
3. You must not misuse the Test Products. For example, don’t interfere with the Test Products or try to access them using a method other than the interface and the instructions that Google provides.
(C) Ownership. Google retains all right, title, and interest in the Test Products and anything else that Google makes available to you through the Testing Program.
(D) No Reverse Engineering. You will not disassemble or reverse engineer the Pre-Production Products or Services (and you will not allow anyone else to do so).
(A) Transfer; Use. You will transfer your Feedback to Google and Google may use your Feedback
without obligation to you.
(B) Assignment of Rights. To the maximum extent permitted by applicable law, by signing this Agreement, you assign to Google all rights, title, and interest in your Feedback. If requested by Google, you will sign applicable documents, provide support, and appoint Google to act on your behalf to secure these rights. If applicable law does not permit this assignment of rights, then Subsection (C) will apply instead.]
(C) License. If Subsection (B) does not apply, then you grant Google a perpetual, irrevocable,
exclusive, worldwide, sublicenseable, royalty-free, fully paid-up license to: (1) reproduce, distribute, create derivative works based on, publicly perform, publicly display, or otherwise use your Feedback; and (2) make, have made, import, use, have used, offer for sale, sell, lease, license, or otherwise exploit products and services (including combinations) that incorporate your Feedback.]
(D) Moral Rights. To the extent permitted by applicable law, you waive any moral rights you have and agree not to exercise them, unless you notify Google and follow Google’s instructions.
2.3. Software Developed by you.
(A) License to Develop Software. If permitted by the applicable Testing Program documentation, you may use the Test Products to develop software that interacts with the Test Products, but only if:
1. you do not modify or distribute any of the Test Products or include any of the Test Products in the software you develop; and
2. the software you develop does not violate applicable laws, Google’s or any third party’s rights, or any policies provided to you by Google.
(B) Ownership. you retain all right, title, and interest in any software you develop under this
(C) License to Use the Software you Develop. If you request Google to review the source code of the software you develop, Google may do so in its sole discretion and use the source code for support purposes. Google may also use any associated Residuals for any purpose (including in connection with Google products and services), where “Residuals” means information retained in the unaided memories of Google’s employees or contractors who have had access to the software you develop. Memory is unaided if the employee or contractor has not intentionally memorized the information to use or disclose it.
3.1. “Confidential Information” means information that Google discloses to you and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by you, is rightfully given to you by a third party without confidentiality obligations, or becomes public through no fault of yours. Google’s Test Products (including their existence), the Testing Program, your Feedback, and this Agreement are Google’s Confidential Information.
3.2. Obligations. If Google shares Confidential Information under the Testing Program with you, you
will not disclose that Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. You will use Google’s Confidential Information only to exercise your rights and fulfill obligations under this Agreement. you will ensure that your Delegates are also subject to the same non-disclosure and use obligations. you may disclose Confidential Information when required by law after giving reasonable notice to Google, if permitted by law.
4. Export Compliance. You will comply with all applicable export and re-export control laws and
regulations, including (A) the Export Administration Regulations ("EAR") maintained by the U.S.
Department of Commerce; (B) trade and economic sanctions maintained by the U.S. Treasury
Department's Office of Foreign Assets Control; and (C) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.]
5. Personal Data.
6. Term. This Agreement becomes effective when you sign below. Either party may terminate this Agreement effective immediately on written notice. All provisions that under their terms or by implication ought to survive will survive, including Sections 2.2 (Feedback), 2.3 (Software Developed by you); 3 (Confidentiality); 7 (Warranty Disclaimers); 8 (Limitation of Liability); and 9 (Miscellaneous).
7. Warranty Disclaimers. To the maximum extent permitted by law:
7.1 Google provides all Test Products and other items under this Agreement “as is” without any representations or warranties of any kind.
7.2 Google and its suppliers disclaim all implied representations, warranties, conditions and guarantees, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
7.3 Tester’s exclusive remedy under this Agreement is termination in accordance with Section 6.
8. Indemnity. You will defend and indemnify Google and its affiliates, directors, officers, and employees against any third-party legal proceeding to the extent claiming that use of your Feedback infringes or violates the third party’s intellectual property or other rights.
9. Limitation of Liability.
9.1. Liability. In this Section, “liability” means any liability, whether under contract, tort, or otherwise, including for negligence.
9.2. Limitations. Subject to Section 9.3 (Exceptions to Limitations):
(A) Neither party will have any liability arising out of or relating to this Agreement for:
1. loss of any data or communications;
2. lost profits (whether direct or indirect);
3. indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated by the parties at the effective date); or
4. exemplary or punitive damages; and
(B) Each party's total aggregate liability arising out of or relating to this Agreement is limited to US$10,000; and
(C) These limitations of liability will apply to any damages, however caused and regardless of the theory of liability, even if Google has been advised of the possibility of such damages, and regardless of whether the limited remedies available under this Agreement fail of their essential purpose.
9.3. Exceptions to Limitations. Nothing in this Agreement excludes or limits either party’s liability for:
(A) death or personal injury resulting from its negligence or the negligence of its employees or agents;
(B) fraud or fraudulent misrepresentation;
(C) breach of Section 3 (Confidentiality);
(D) its obligations under Section 8 (Indemnity);
(E) infringement of the other party’s intellectual property rights; or
(F) matters for which liability cannot be excluded or limited under applicable law.
10. Miscellaneous. All legal notices must be in English, in writing (which may be by email), and addressed to the other party’s primary contact, which for Google is email@example.com. Any amendment must be in writing and signed by both parties. you may not assign any part of this Agreement without Google’s prior written consent. Google may assign or delegate its rights and obligations under this Agreement. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. This Agreement states all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. Any local language translation (where applicable) exists for reference purposes only, and only the English version will be legally binding. If there is any inconsistency between the two versions, the English version will control.
11. Governing Law and Jurisdiction. All claims arising out of or relating to this Agreement will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in Santa Clara County, California, USA.