15.1 Notices. Under the Agreement, notices to
Customer must be sent to the Notification Email Address and
notices to Google must be sent to firstname.lastname@example.org.
Notice will be treated as received when the email is sent.
Customer is responsible for keeping its Notification Email
Address current throughout the Term.
15.2 Emails. The parties may use emails to
satisfy written approval and consent requirements under the
15.3 Assignment. Neither party may assign any
part of this Agreement without the written consent of the other,
except to an Affiliate where (a) the assignee has agreed in
writing to be bound by the terms of this Agreement, and (b) the
assigning party has notified the other party of the assignment.
Any other attempt to assign is void. If Customer assigns this
Agreement to an Affiliate in another jurisdiction such that
there is a change in the Google contracting entity as defined at
(i) this Agreement is automatically assigned to the new Google
contracting entity; and (ii) if the Affiliate’s billing account
is in India or Brazil, the applicable terms of service linked
above, and not this Agreement, will apply from the moment of the
15.4 Change of Control. If a party experiences
a change of Control other than as part of an internal
restructuring or reorganization (for example, through a stock
purchase or sale, merger, or other form of corporate
transaction), that party will give written notice to the other
party within 30 days after the change of Control.
15.5 Force Majeure. Neither party will be
liable for failure or delay in performance to the extent caused
by circumstances beyond its reasonable control, including acts
of God, natural disasters, terrorism, riots, or war.
15.6 Subcontracting. Google may subcontract
obligations under the Agreement but will remain liable to
Customer for any subcontracted obligations.
15.7 No Agency. This Agreement does not create
any agency, partnership, or joint venture between the parties.
15.8 No Waiver. Neither party will be treated
as having waived any rights by not exercising (or delaying the
exercise of) any rights under this Agreement.
15.9 Severability. If any part of this
Agreement is invalid, illegal, or unenforceable, the rest of the
Agreement will remain in effect.
15.10 No Third-Party Beneficiaries. This
Agreement does not confer any benefits on any third party unless
it expressly states that it does.
15.11 Equitable Relief. Nothing in this
Agreement will limit either party's ability to seek equitable
15.12 U.S. Governing Law.
(a) For U.S. City, County, and State Government
Entities. If Customer is a U.S. city, county, or
state government entity, then the Agreement will be silent
regarding governing law and venue.
(b) For U.S. Federal Government Entities. If
Customer is a U.S. federal government entity, then the following
applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED
STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY
TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE
STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS
RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW AND
(II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION
IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA
(c) For All Other Entities. If Customer is any
entity not identified in Section 15.12(a) (U.S. Governing Law
for U.S. City, County, and State Government Entities) or (b)
(U.S. Governing Law for Federal Government Entities), then the
following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW,
EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE
LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA
CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN THOSE COURTS.
15.13 Amendments. Except as stated in Section
1.4(b) (Modifications: To the Agreement), (c) (Modifications: To
the URL Terms (except the Data Processing Amendment)), or (d)
(Modifications: To the Data Processing Amendment), any amendment
to this Agreement after the Effective Date must be in writing,
signed by both parties, and expressly state that it is amending
this Agreement. For clarity, Google’s provision of an updated
URL in place of any URL stated in this Agreement will not
constitute an amendment to or modification of the terms of the
15.14 Survival. The following Sections will
survive expiration or termination of this Agreement: Section 2
(Payment Terms), Section 5 (Intellectual Property Rights;
Protection of Customer Data; Feedback; Using Brand Features
within the Services), Section 7 (Confidential Information),
Section 8.6 (Effect of Termination or Non-Renewal), Section 11
(Disclaimer), Section 12 (Limitation of Liability), Section 13
(Indemnification), Section 14.1 (Applicable Terms), Section 14.2
(Sharing Confidential Information) and Section 15
15.15 Entire Agreement. This Agreement sets
out all terms agreed between the parties and terminates and
supersedes any and all other agreements between the parties
relating to its subject matter, including any prior versions of
this Agreement. In entering into this Agreement, neither party
has relied on, and neither party will have any right or remedy
based on, any statement, representation, or warranty (whether
made negligently or innocently), except those expressly stated
in this Agreement. The URL Terms are incorporated by reference
into the Agreement. After the Effective Date, Google may provide
an updated URL in place of any URL in this Agreement.
15.16 Conflicting Terms. If there is a
conflict between the documents that make up this Agreement, the
documents will control in the following order (of decreasing
precedence): the Order Form, the Data Processing Amendment, the
remainder of the Agreement (excluding the URL Terms), and the
URL Terms (other than the Data Processing Amendment).
15.17 Headers. Headings and captions used in
the Agreement are for reference purposes only and will not have
any effect on the interpretation of the Agreement.
15.18 Conflicting Languages. If this Agreement
is translated into any language other than English, and there is
a discrepancy between the English text and the translated text,
the English text will govern unless expressly stated otherwise
in the translation.
- "Account" means Customer's Google account
credentials and correlating access to the Services under this
- "Additional Products" means products, services and
applications that are not part of the Services but that may be
accessible for use in conjunction with the Services.
- "Additional Product Terms" means the then-current
terms stated at
- "Admin Account" means a type of End User Account
that Customer (or Reseller, if applicable) may use to
administer the Services.
- "Admin Console" means the online console(s) or
dashboard provided by Google to Customer for administering the
- "Administrators" mean the Customer-designated
personnel who administer the Services to End Users on
Customer’s behalf, and have the ability to access Customer
Data and End User Accounts. Such access includes the ability
to access, monitor, use, modify, withhold, or disclose any
data available to End Users associated with their End User
- "Advertising" means online advertisements displayed
by Google to End Users, excluding any advertisements Customer
expressly chooses to have Google or any of its Affiliates
display in connection with the Services under a separate
agreement (for example, Google AdSense advertisements
implemented by Customer on a website created by Customer using
the "Google Sites" functionality within the Services).
- "Affiliate" means any entity that directly or
indirectly Controls, is Controlled by, or is under common
Control with a party.
- "Anti-Bribery Laws" means all applicable commercial
and public anti-bribery laws, including the U.S. Foreign
Corrupt Practices Act of 1977 and the UK Bribery Act 2010,
that prohibit corrupt offers of anything of value, either
directly or indirectly, to anyone, including government
officials, to obtain or keep business or to secure any other
improper commercial advantage. Government officials include:
any government employees, candidates for public office,
members of royal families, and employees of government-owned
or government-controlled companies, public international
organizations, and political parties.
- "AUP" means the then-current acceptable use policy
for the Services stated at
- "BAA" or "Business Associate Agreement" is
an amendment to the Agreement covering the handling of
Protected Health Information (as defined in HIPAA).
- "Brand Features" means the trade names, trademarks,
service marks, logos, domain names, and other distinctive
brand features of each party, respectively, as secured by such
party from time to time.
- "Confidential Information" means information that
one party (or an Affiliate) discloses to the other party under
this Agreement, and that is marked as confidential or would
normally under the circumstances be considered confidential
information. It does not include information that is
independently developed by the recipient, is rightfully given
to the recipient by a third party without confidentiality
obligations, or becomes public through no fault of the
recipient. Subject to the preceding sentence, Customer Data is
considered Customer's Confidential Information.
- "Control" means control of greater than 50 percent
of the voting rights or equity interests of a party.
- "Customer Data" means data submitted, stored, sent
or received via the Services by Customer or its End
- "Data Processing Amendment" means the then-current
terms describing data protection and processing obligations
with respect to Customer Data, as stated at
- "Domain Email Address" means the email address on
the Domain Name for use in connection with the Services.
- "Domain Name" means the domain name specified in
the Order Form or Reseller Order to be used in connection with
- "End Users" means the individuals who are permitted
by Customer to use the Services and managed by an
Administrator. For clarity, End Users may include employees of
Customer Affiliates and other third parties.
- "End User Account" means a Google-hosted account
established by Customer through the Services in order for an
End User to use the Services.
- "Export Control Laws" means all applicable export
and re-export control laws and regulations, including (a) the
Export Administration Regulations ("EAR") maintained by the
U.S. Department of Commerce, (b) trade and economic sanctions
maintained by the U.S. Treasury Department’s Office of Foreign
Assets Control, and (c) the International Traffic in Arms
Regulations ("ITAR") maintained by the U.S. Department of
- "Fees" means (a) the product of the amount of the
Services used or ordered by Customer multiplied by the Prices
or (b) the applicable fees for TSS, plus any applicable Taxes.
- "High Risk Activities" means activities where the
use or failure of the Services would reasonably be expected to
lead to death, personal injury, or environmental or property
damage (such as the creation or operation of nuclear
facilities, air traffic control, life support systems, or
- "HIPAA" means the Health Insurance Portability and
Accountability Act of 1996 as it may be amended from time to
time, and any regulations issued under it.
- "including" means including but not limited to.
- "Indemnified Liabilities" means any (i) settlement amounts
approved by the indemnifying party and (ii) damages and costs
finally awarded against the indemnified party by a court of
- "Intellectual Property Rights" means all patent
rights, copyrights, trademark rights, rights in trade secrets
(if any), design rights, database rights, domain name rights,
moral rights, and any other intellectual property rights
(registered or unregistered) throughout the world.
- "Legal Process" means an information disclosure
request made under law, governmental regulation, court order,
subpoena, warrant, or other valid legal authority, legal
procedure, or similar process.
- "Liability" means any liability, whether under
contract, tort (including negligence), or otherwise,
regardless of whether foreseeable or contemplated by the
- "Notification Email Address" means the email
address(es) designated by Customer in the Admin Console.
- "Order Form" means an order form executed by
Customer, or an order placed by Customer via a Google website,
in either case specifying the Services Google will provide to
Customer under the Agreement.
- "Order Term" means the period of time starting on
the Services Start Date or the renewal date (as applicable)
and continuing for the period indicated on the Order Form
unless terminated in accordance with this Agreement.
- "Prices" means the then-current applicable prices
for the Services described at
(incorporated into the Agreement by this reference), unless
otherwise agreed in an addendum or Order Form. Prices do not
- "Reseller" means, if applicable, the authorized
unaffiliated third party reseller that sells the Services to
- "Reseller Agreement" means, if applicable, the
separate agreement between Customer and Reseller regarding the
Services. The Reseller Agreement is independent of and outside
the scope of this Agreement.
- "Reseller Fees" means the fees (if any) for
Services used or ordered by Customer as agreed in a Reseller
Agreement, plus any applicable Taxes.
- "Reseller Order" means, if applicable, an order
form (including a renewal order form) issued by a Reseller and
executed by Customer and the Reseller specifying the Services
Customer is ordering from the Reseller.
- "Service Specific Terms" means the then-current
terms specific to one or more Services stated at
- "Services" means the then-current services
described in the Services Summary, excluding any Third-Party
- "Services Start Date" means either the start
date stated in the Order Form or, if none is specified in the
Order Form, the date Google makes the Services available to
- "Services Summary" means the then-current
description set out at
- "SLA" means the then-current service level
agreement(s) applicable to “Cloud Identity Covered Services”
as defined and described at
- "Suspend" or "Suspension" means disabling
access to or use of the Services or components of the
- "Taxes" means all government-imposed taxes, except
for taxes based on Google's net income, net worth, asset
value, property value, or employment.
- "Term" has the meaning stated in Section 8.1
(Agreement Term) of this Agreement.
- "Third-Party Legal Proceeding" means any formal
legal proceeding filed by an unaffiliated third party before a
court or government tribunal (including any appellate
- "Third-Party Offerings" means third-party services,
software, products, and other offerings that are not
incorporated into the Services.
- "Trademark Guidelines" means Google's then-current
Guidelines for Third Party Use of Google Brand Features at
- "TSS" means the then-current Google technical
- "TSS Guidelines" means Google's then-current
guidelines for technical support services applicable to the
Cloud Identity - Premium edition of the Services only, as
- "URL Terms" means, collectively, the AUP, Data
Processing Amendment, Service Specific Terms, SLA, and TSS