Cloud Identity Agreement

This Cloud Identity Agreement (the “Agreement”) is entered into between (a) Google Asia Pacific Pte. Ltd. (Co. Reg. No. 200817984R), with offices at 70 Pasir Panjang Road, #03-71, Mapletree Business City II, Singapore 117371, if Customer's billing address is not in Australia or New Zealand, or (b) Google Australia Pty Ltd, with offices at Level 5, 48 Pirrama Road, Pyrmont 2009, NSW, Australia, if Customer's billing address is in Australia (“Google”) and the entity agreeing to these terms (“Customer”). For Customers with a billing address in New Zealand, this Agreement is made and entered into by and between Customer and Google New Zealand Limited, with offices at PWC Tower, Level 27, 188 Quay Street, Auckland, New Zealand 1010, as an authorized reseller in New Zealand of the Services, and “Google” means Google Asia Pacific Pte. Ltd. and/or its affiliates (including Google New Zealand Limited) as the context requires. This Agreement is effective as of the date you click to accept these terms (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; (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 to accept these terms. This Agreement governs Customer’s access to and use of, and Google’s provision of, the Services.

  1. Services.

    1. Customer Domain Name Ownership. Before providing the Services Google or Reseller may verify that Customer owns or controls the Customer Domain Names. If Customer does not own or control the Customer Domain Names, then Google will have no obligation to provide Customer with the Services.
    2. New Features or Services. Google may make new applications, features or functionality for the Services available from time to time (“New Applications”), the use of which may be contingent upon Customer’s agreement to additional terms. Customer will not be required to use the New Applications to use the Services
    3. Modifications.
      1. Changes to Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer, by either sending an email to the Notification Email Address or alerting Customer through the Admin Console.
      2. Changes to URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to the URL Terms, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer through the Admin Console. If the change has a material adverse impact on Customer and the change is not a result of Google complying with a court order or applicable law, Customer may notify Google within thirty days after being informed of the change that Customer does not agree with the change. If Customer notifies Google as required, then Customer will remain governed by the terms in effect immediately before the change until the earlier of: (i) the end of the then-current Term or (ii) 12 months after Google informs Customer of the change, unless the modification to the URL Terms is in response to a court order or to comply with applicable law. If the Agreement renews, it will do so under the updated URL Terms.
      3. Discontinuance of Services. Subject to Section 1.3(d), Google can discontinue any Services or any portion or feature for any reason at any time without liability to Customer.
      4. Deprecation Policy. Google will notify Customer if it intends to make a Significant Deprecation. Google will use commercially reasonable efforts to continue to provide the Services without a Significant Deprecation for at least one year after that notification, unless (as Google determines in its reasonable good faith judgment): (i) otherwise required by law or by contract (including if there is a change in applicable law or contract), or (ii) doing so could create a security risk or a substantial economic or technical burden. This policy is the “Deprecation Policy.”
    4. Additional Products. Google may make Additional Products available to Customer and its End Users in accordance with the applicable product-specific Additional Product Terms. Additional Products are not subject to or governed by this Agreement. Customer can enable or disable Additional Products. Unless otherwise specifically stated, Customer is not required to use Additional Products to use the Services.
    5. Service Specific Terms. The Service Specific Terms are incorporated by this reference into the Agreement.
  2. Customer Obligations.

    1. Compliance. Customer must ensure that all use of the Services by Customer and its End Users complies with this Agreement including the Acceptable Use Policy.
    2. Aliases. Customer is solely responsible for monitoring, responding to and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Names but Google may monitor emails sent to these aliases for Customer Domain Names to allow Google to identify Services abuse.
    3. Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Google’s responsibilities do not extend to the internal management or administration of the Services for Customer and that Google is merely a data processor.
    4. Administrator Access; End User Consent.
      1. Administrator Access. Administrators will have the ability to access all Customer’s End User Accounts, including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts.
      2. Reseller as Administrator. If Customer orders Services via Reseller, Reseller may have Administrator access to Customer’s Account and Customer’s End User Accounts. As between Google and Customer, Customer is solely responsible for: (i) any access by Reseller to Customer’s Account or Customer’s End User Accounts; and (ii) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Services.
      3. End User Consent. Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in this Agreement; and (ii) Google’s provision of the Services to Administrators and End Users.
    5. Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Google of any unauthorized use of, or access to, the Services of which it becomes aware.
    6. Restrictions on Use. Unless Google specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component (unless applicable law prevents Google from prohibiting this); (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws; or (f) use the Services on behalf of or for the benefit of any entity or person who is prohibited from using the Services by applicable laws or regulations. Customer is solely responsible for any applicable compliance with HIPAA.
    7. Support; Service Levels. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Google will not provide TSS or the Services in accordance with any SLAs, except: (a) for an additional charge and (b) where expressly stated that TSS is available and the SLAs are applicable.
    8. Anti-Bribery. In performing its obligations under this Agreement, Customer will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which 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. Furthermore, Customer will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. “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.
  3. Payment.

    1. Orders via Reseller. If Customer orders the Services from Reseller: (a) any payments will be made directly to Reseller under the Reseller Agreement; (b) the remaining provisions in this Section 3 (Payment) will not apply; (c) Google will provide to Reseller any refunds or credits that may be due to Customer; and (d) any obligation on the part of Reseller to provide any such refunds or credits to Customer will depend on the terms of the Reseller Agreement.
    2. Invoices. On or after the Billing Start Date, Google will invoice Customer for the Fees for the Services in advance for the Term (as applicable) and for the one-time fees, all of which will be stated in the Order Form. All Fees are due and payable on or before the payment due date set out in the applicable Order Form. All payments due are in U.S. dollars unless otherwise indicated in an Order Form.
    3. Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting such delinquent amounts, except where such delinquent amounts are due to Google’s billing inaccuracies.
    4. Purchase Orders.
      1. Required. If Customer wants a Purchase Order number on its invoice, Customer will inform Google and issue a Purchase Order to Google. If Customer 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 on a Purchase Order do not apply to this Agreement and are null and void.
      2. Not Required. If Customer does not require a Purchase Order number to be included on the invoice, Customer will provide Google a waiver of the Purchase Order requirement, which may be an email to this effect. If Customer waives the Purchase Order requirement, then: (i) Google will invoice Customer without a Purchase Order; and (ii) Customer agrees to pay invoices without a Purchase Order.
    5. Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Services without any reduction for taxes. If Google is obligated to collect or remit Taxes imposed on Customer, the Taxes will be invoiced to Customer, unless Customer provides Google with a timely and valid tax exemption certificate (or other documentation as required for the exemption) authorized by the appropriate taxing authority. In some jurisdictions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.
    6. Invoice Disputes. Any invoice disputes must be submitted before 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 Customer will be responsible for paying the resulting net balance due on that invoice.
  4. Suspension.

    1. Of End User Accounts by Google. If Google becomes aware of an End User’s violation of the Agreement, then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google’s request to Suspend an End User Account, then Google may do so. The duration of any Suspension by Google will be until the applicable End User has cured the breach which caused the Suspension.
    2. Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Google Suspends an End User Account for any reason without prior notice to Customer, at Customer’s request, Google will provide Customer the reason for the Suspension as soon as is reasonably possible.
    3. Suspension for Non-Payment.
      1. Automatic Suspension. Customer will have thirty days to pay Google delinquent Fees. If Customer does not pay Google delinquent Fees within thirty days, Google will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Google all outstanding Fees.
      2. Termination after Suspension. If Customer remains suspended for non-payment for more than sixty days, Google may terminate Customer for cause pursuant to Section 10.1.
    4. Suspension to Comply with Laws. Google may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law.
  5. Confidential Information.

    1. Obligations. Subject to Section 5.2 (Disclosure of Confidential Information), the recipient will not disclose the discloser’s 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. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
    2. Disclosure of Confidential Information.
      1. General. Subject to Section 5.2(b), the recipient may disclose the discloser’s Confidential Information (i) in accordance with a Legal Process or (ii) with the discloser’s written consent.
      2. Notification. Before the recipient discloses the discloser’s Confidential Information in accordance with a Legal Process, the recipient will use commercially reasonable efforts to promptly notify the discloser Google will give notice via the Notification Email Address. The recipient does not need to provide notice before disclosure if the recipient is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person.
      3. Opposition. Recipient will comply with the other party’s reasonable requests opposing disclosure of its Confidential Information.
  6. Intellectual Property Rights; Brand Features.

    1. Intellectual Property Rights. Except as expressly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Google owns all Intellectual Property Rights in the Services.
    2. Display of Brand Features. Google may display only those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Service Pages to indicate that the Services are provided by Google. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.
    3. Brand Features Limitation. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Agreement with written notice to the other and a reasonable period to stop the use.
  7. Publicity. In connection with Customer’s use of the Services, (a) Customer may state publicly that it is a Google customer and display Google Brand Features consistent with the Trademark Guidelines and (b) Google may (i) orally state that Customer is a Google customer and (ii) include Customer’s name or Customer Brand Features in a list of Google customers in Google’s online or offline promotional materials. Neither party needs approval if it is using the other party’s name or Brand Features in a manner that is substantially similar to a previously approved manner.

  8. Representations, Warranties and Disclaimers.

    1. Representations and Warranties.Each party represents that (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable.
    2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SUBJECT ALWAYS TO SECTION 8.3 (APPLICABLE LAWS NOT EXCLUDED), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) NEITHER PARTY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTY AND THERE ARE NO CONDITIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES, CONDITIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT; AND (B) NEITHER GOOGLE NOR ITS SUPPLIERS WARRANTS THAT OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES.
    3. Applicable Laws Not Excluded. Nothing in this Agreement, including Sections 8, 11 and 12, excludes or limits Google’s liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain conditions, warranties or guarantees or accordingly, only the limitations which are lawful in your jurisdiction will apply to Customer and Google’s liability will be limited to the maximum extent permitted by law.
  9. Term.

    1. Agreement Term; Auto-Renewal. This Agreement will remain in effect for the Initial Term. At the end of the Initial Term, the Agreement will automatically renew for consecutive terms of twelve months (each a “Renewal Term”), unless either party provides the other party with written notice of its decision not to renew at least 30 days before the beginning of the Renewal Term. This notice of non renewal will be effective upon the conclusion of the Initial Term or then-current Renewal Term, as applicable.
    2. Purchases During Term. Unless the parties agree otherwise in writing, End User Accounts purchased during the Initial Term or any Renewal Term will have a prorated term ending on the last day of that applicable Initial Term or Renewal Term. Customer may request additional End User Accounts during the Term by contacting its designated Google Account Manager or Reseller, as applicable. For each purchase of additional End User Accounts during a Term, Google or the Reseller as applicable, and Customer will execute an additional Order Form reflecting the purchase.
    3. Revising Rates. Google may revise its rates for the following Renewal Term by providing Customer written notice (which may be by email) at least thirty days before the start of the following Renewal Term.
  10. Termination.

    1. Termination for Cause. Either party may suspend performance or terminate this Agreement if: (a) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (c) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
    2. Effects of Termination. If this Agreement terminates or expires, then: (a) the rights granted by one party to the other will cease immediately (except as stated in this Section 10.2 and Section 13.12 (Survival)); (b) Customer will not have access to, or the ability to export, the Customer Data after the effective date of termination or expiry of the Agreement; (c) all Fees owed by Customer to Google are immediately due upon receipt of the final invoice; (d) Customer will delete the Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement; (e) Google will delete Customer Data in accordance with the terms of the Agreement; and (f) upon request each party will promptly use reasonable efforts to return or destroy any remaining Confidential Information of the other party.
  11. Defense and Indemnity.

    1. Google Indemnification Obligations. Subject to Section 11.4 (Conditions), Google will defend Customer and any of its Affiliates participating under this Agreement (“Customer Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that Customer Indemnified Parties' use in accordance with this Agreement of Google's technology used to provide the Services (excluding any open source software) or of Google's Brand Features infringes the third party's Intellectual Property Rights.
    2. Customer Indemnification Obligations. Subject to Section 11.4 (Conditions), Customer will defend Google and its Affiliates (“Google Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) Customer Data or Customer Brand Features; (b) Customer’s or an End User’s use of the Services in violation of the Acceptable Use Policy.
    3. Exclusions. This Section 11 will not apply:
      1. to the extent the underlying allegation arises from: modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party; or combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or
      2. To the extent the Indemnified Liabilities arise as a direct result of the Indemnified Party’s gross negligence or intentional misconduct or breach of this Agreement.
    4. Conditions. Obligations under Sections 11.1 (Google Indemnification Obligations) and 11.2 (Customer’s Indemnification Obligations) are conditioned on the following:
      1. The indemnified party has promptly notified the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 11.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 11.1 or 11.2 (as applicable) will be reduced in proportion to the prejudice.
      2. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
    5. Remedies.
      1. If Google reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
      2. If Google does not believe the remedies in Section 14.5(a) are commercially reasonable, then Google may suspend or terminate Customer’s use of the impacted Services.
    6. Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 11 states the parties’ only rights and obligations under this Agreement for any third party's Intellectual Property Rights allegations and Third-Party Legal Proceedings.
  12. Limitation of Liability.

    1. Limitations. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 12.2 (EXCEPTIONS TO LIMITATIONS),
      1. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (i) THE OTHER PARTY’S LOST REVENUES OR PROFITS; (ii) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR (iii) EXEMPLARY OR PUNITIVE DAMAGES; AND
      2. EACH PARTY'S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (I) $100,000 USD OR (II) THE AMOUNT PAID BY CUSTOMER DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
    2. 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) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (D) PAYMENT OBLIGATIONS; (E) OBLIGATIONS UNDER SECTION 11 (DEFENSE AND INDEMNITY); OR (F) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  13. Miscellaneous.

    1. Notices. Google may provide any notice to Customer under this Agreement by: (a) sending an email to Notification Email Address or by (b) posting a notice in the Admin Console. Customer may provide notice to Google under this Agreement by sending an email to Google’s legal department at legal-notices@google.com. Notice will be treated as received when (x) the email is sent, whether or not the other party has received the email or (y) notice is posted in the Admin Console.
    2. Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only 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 incurred under the Agreement before the assignment. Any other attempt to transfer or assign is void.
    3. Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
    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.
    5. No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
    6. Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
    7. No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
    8. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
    10. Governing Law.
      1. ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) (""Dispute"") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES.
      2. The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement (""Rules"").
      3. The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
      4. Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Agreement.
      5. Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection (e).
      6. The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
      7. Any arbitration proceeding conducted in accordance with this Section will be considered Confidential Information under this Agreement's confidentiality section, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
      8. The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.
      9. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
    11. Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
    12. Survival. The following sections will survive expiration or termination of this Agreement: Section 3 (Payment), Section 5 (Confidential Information), Section 6.1 (Intellectual Property Rights), Section 10.2 (Effects of Termination), Section 11 (Defense and Indemnity), Section 12 (Limitation of Liability), Section 13 (Miscellaneous) and Section 14 (Definitions).
    13. Entire Agreement. This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. If Customer subsequently enters into a separate agreement under which Google or a Google Affiliate agrees to provide the Services, then that subsequent agreement will supersede this Agreement with respect to the Services. For clarity, if Customer has or will enter into the Additional Terms of Service for Managed Google Domains (“Managed Google Domains Terms”), this Agreement supersedes such Managed Google Domains Terms. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
    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: the Order Form; the remainder of this Agreement, excluding the terms located at any URL; and the terms of this Agreement that are located at any URL.
    15. Counterparts. The parties may enter into this Agreement by executing the applicable Order Form, which may be executed in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
  14. Definitions.

    Acceptable Use Policy” means the acceptable use policy for the Services available at https://www.google.com/cloud/terms/acceptable-use-policy, or such other URL as may be provided by Google.

    Account” means Customer’s Google account credentials and correlating access to the Services under this Agreement.

    Account Manager” means the Google business person working with Customer regarding Customer’s purchase of the Services.

    Additional Products” means products, services and applications that are not part of the Services but that may be accessible, via the Admin Console or otherwise, for use with the Services. Additional Products do not include Core Services for G Suite, which are offered under a separate agreement. This Agreement does not govern the use of the Additional Products by Customer or its End Users.

    Additional Product Terms” means the then-current terms at , https://gsuite.google.com/intl/en/terms/additional_services.html or as otherwise provided by Google.

    Admin Account(s)” means the administrative account(s) provided to Customer by Google for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Google will provide to Customer.

    Admin Console” means the online tool provided by Google to Customer for use in reporting, to manage End User Accounts on the Customer domain, and certain other administration functions.

    Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.

    Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

    Agreement” means the combination of the Order Form and this Agreement.

    Billing Start Date” means the date upon which Customer will begin paying Google for the Services.

    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 Affiliate) discloses to the other party under this Agreement, 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 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 Customer’s Confidential Information.

    Customer Data” means content provided to Google via the Services by or at the direction of Customer or End Users.

    Effective Date” means the date this Agreement is accepted by Customer.

    Emergency Security Issue” means either: (a) Customer’s or End Users’ use of the Services in violation of the Acceptable Use Policy, in a way that disrupts: (i) the Services; (ii) other customers’ use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) to prevent unauthorized third party access to the Services or data within the Services.

    End Users” means the individuals Customer permits to use the Services.

    End User Account” means a Google-hosted account established by Customer through the Services for an End User.

    Export Control Laws” means all applicable export and re export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State, but excluding the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce.

    Fees” means the amounts invoiced to Customer by Google, or Reseller, if applicable, for the Services as described in this Agreement.

    High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

    HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.

    Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

    Initial Term” means a period of 12 months, unless such other period is specified in an Order Form.

    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.

    Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

    Liability” means any liability, whether under contract, tort, or otherwise, including for negligence.

    Notification Email Address” means the email address(es) designated by Customer in the Admin Console to receive certain notifications from Google. It is Customer’s responsibility to keep the Notification Email Address(es) valid and current.

    Order Form” means an order form, which is an online order page or other written document provided to Customer by Google or by a Reseller specifying the Services Customer will use under the Agreement.

    Purchase Order” means a Customer-issued purchase order.

    Reseller” means, if applicable, the authorized third party reseller that sells or supplies the Services to Customer.

    Reseller Agreement” means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.

    Service Pages” mean the web pages displaying the Services to Administrators or End Users.

    Service Specific Terms” means the terms specific to one or more Services at: http://cloud.google.com/terms/identity/service-terms.

    Services” means the applicable Cloud Identity Core Services provided by Google and used by Customer under this Agreement. The Services are as described here: http://cloud.google.com/terms/identity/user-features.html or such other URL as Google may provide.

    Significant Deprecation” means to discontinue or to make backwards incompatible changes to the Services, where such discontinuation or changes would result in Google no longer enabling Customer to manage End User Accounts.

    SLA” means the Service Level Agreement located here for applicable to only the Cloud Identity - Premium edition: http://cloud.google.com/terms/identity/sla.html, or such other URL as Google may provide.

    Suspend” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

    Taxes” means any duties, customs fees, or taxes (other than Google’s income tax), including indirect taxes such as “goods and services tax” and “value-added tax,” associated with the sale of the Services, including any related penalties or interest.

    Term” means the Initial Term or any renewal term for the applicable Services.

    Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

    Trademark Guidelines” means Google’s Guidelines for Third Party Use of Google Brand Features, located at: http://www.google.com/permissions/guidelines.html.

    TSS” means the technical support services available only with the Cloud Identity - Premium edition which are provided by Google to the Administrators under the TSS Guidelines.

    TSS Guidelines” means Google’s technical support services guidelines then in effect for the Cloud Identity - Premium edition. TSS Guidelines are at the following URL: http://cloud.google.com/terms/identity/tssg.html or such other URL as Google may provide.

    URL Terms” means the Acceptable Use Policy, SLA, and TSSG.