Cloud Identity Agreement
This Cloud Identity Agreement (the “Agreement”) is made and entered into between the entity or person agreeing to these terms (“Customer”) and one of the following Google entities (as applicable “Google”): (a) Google Ireland Limited, a company incorporated under the laws of Ireland with offices at Gordon House, Barrow Street, Dublin 4, Ireland; or (b) if Customer resides in Serbia, Belarus, Saudi Arabia or the United Arab Emirates and has chosen “individuals” as the tax status/setting for its Google account, Google Commerce Limited, a company incorporated under the laws of Ireland with offices at Gordon House, Barrow Street, Dublin 4, Ireland (“GCL”).
This Agreement is effective as of the date Customer clicks the button to accept these terms (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you don’t have the legal authority to bind Customer, please do not click to accept these terms.
This Agreement governs Customer’s access to and use of the Services whether purchased directly through Google or via Reseller.
Provision of Services; Support.
- Services Provision and Use. During the Term, Google will provide the Services ordered by Customer, and grants Customer the right to access and use the applicable Services, subject to the terms of this Agreement, including the SLA (if applicable) and applicable Order Forms.
Updates to the Services and URL Terms.
- Changes to Services. Subject to Section 1.2c (Deprecation Policy), Google may make commercially reasonable changes to the Services from time to time or discontinue any Services or portion or feature(s) of the Services at any time and if such change or discontinuation is material, Google will inform Customer through the Notification Email Address or the Admin Console. If any change to the Services involves the addition of new applications, features or functionality for the Services (collectively, “New Applications”), use of the New Applications may be subject to additional terms but Customer will not be required to use the New Applications in order to use the Services.
- Changes to URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If any such change is material, Google will inform Customer through the Notification Email Address or the Admin Console (the “URL Term Change Notice”). If the change has a material adverse impact on Customer and does not result from Google complying with a court order or applicable law, Customer may object to the change by notifying Google within thirty (30) days after receiving the URL Term Change Notice. If Customer notifies Google as required, then Customer will remain governed by the terms in effect immediately prior to the change until the earlier of: (i) the end of the then-current Term; or (ii) expiry of a period of 12 months from the date of the URL Term Change Notice. If the affected Services are renewed, they will be renewed under Google’s then current URL Terms.
- Deprecation Policy. Google will notify Customer if it intends to make a Significant Deprecation. Google will use reasonable endeavours 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) it is prohibited from doing so 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.”
- 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 in order to use the Services.
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.
- Customer acknowledges and agrees that Reseller may disclose End User personal data to Google as reasonably required in order for Reseller to handle any support issues that Customer may choose to escalate to or via Reseller.
Data Processing; Security.
- Data Processing Amendment. If during the Term, Customer clicks-to-accept the Data Processing Amendment that Google will make available via the Services, the Data Processing Amendment will set forth the rights and obligations of the parties in relation to the processing and security of Customer Data under this Agreement, and the parties will comply with the Data Processing Amendment.
Updates to the Data Processing Amendment. Notwithstanding that Customer may have clicked-to-accept the Data Processing Amendment as described in Section 2.1 (Data Processing Amendment), Google, may, subject to Sections 1.2a (Changes to Services) and 1.2c (Deprecation Policy), only update or modify the Data Processing Amendment:
- where the relevant change is required to comply with applicable law, applicable regulation, court order or guidance issued by a governmental regulator or agency;
- where the relevant change is expressly permitted by the terms of the Data Processing Amendment; or
where the relevant change:
- is commercially reasonable;
- does not result in degradation of the overall security of the Services;
- does not expand the scope of or remove any restrictions on Google’s processing of Customer Data, as described in Section 5 (Processing of Customer Data) of the Data Processing Amendment; and
- does not otherwise have a material adverse impact on Customer’s rights under the Data Processing Amendment.
- If Google makes a material change to the Data Processing Amendment in accordance with this Section 2.2, Google will inform Customer through the Notification Email Address or the Admin Console.
- 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.
- Customer Domain Name Ownership. Prior to providing the Services, Google may verify that Customer owns or controls the Customer Domain Name(s). Customer must own or control the Customer Domain Name(s) throughout the Term. If Customer does not own or control the Customer Domain Name(s) and a domain registration is required for provisioning of any Services, Google will have no obligation to provide Customer with the applicable Services. Customer must notify Google immediately if Customer ceases to own or control any Customer Domain Name(s), and will be solely responsible for any unauthorised access resulting from any delay or failure in providing such notification to Google.
- Customer Administration of the Services. As between Google and Customer, Customer is solely responsible for the internal management and administration of Customer’s Services, including: (a) designating one (or more) Administrator(s) through the Admin Console; (b) maintaining the confidentiality of Customer’s password(s) and Admin Account(s); (c) designating those individuals who are authorised to access the Admin Account(s); (d) ensuring that all activities connected with the Admin Account(s) comply with the Agreement; and (e) monitoring, responding to and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Names, although Google may also monitor emails sent to these aliases to allow Google to identify Services abuse.
Administrator Access; End User Consent.
- Administrator Access. Administrators will have the ability to access all of 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.
- 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 such access and the Services.
- 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.
- Notification Email Address. Customer must keep its Notification Email Address current and valid throughout the Term. Google will use the Notification Email Address as the primary way of communicating information to Customer about the Services, including in relation to updates, Data Incidents (as defined in the Data Processing Amendment (if applicable)), Suspensions and other matters that may affect Customer’s access to or use of the Services. Customer’s failure to keep its Notification Email Address current and valid throughout the Term may result in Customer not receiving important information about its or its End Users’ access to or use of the Services, including information relating to the termination of Customer’s Account.
- Unauthorised Use. Customer must use reasonable endeavours to prevent and terminate any unauthorised access to or use of the Services. Unless otherwise permitted by Google in writing, Customer may only authorise one individual (not an automated tool) to use each End User Account. If Customer becomes aware of any unauthorised access to or use of the Services, Customer must notify Google as soon as reasonably practicable.
- Restrictions on Use. Except to the extent expressly permitted in this Agreement or otherwise specifically agreed by Google in writing, Customer must not, and must use reasonable endeavours to make sure a third party does not: (a) sell, resell or lease the Services to a third party or otherwise make the Services available on a paid basis to a third party; (b) attempt to reverse engineer the Services or any component of the Services except as permitted by law; (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, process or transfer any Customer Data that is controlled for export under Export Control Laws.
- Orders via Reseller. If Customer orders the Services from Reseller: (a) any payments will be made directly to Reseller pursuant to the Reseller Agreement; (b) the remaining provisions in this Section 4 (Payment) will not apply; (c) Google will provide to Reseller any refunds or credits that may be due in respect of 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.
- Pricing. Access to and use of certain Services may require the payment of Fees. Pricing for Services may also vary depending on Customer’s geographic location. Google may monitor the geographic location(s) from where Customer uses the Services to confirm that the appropriate pricing was used to calculate Fees charged by Google. If Google discovers that Customer is not paying the appropriate Fees, Google will notify Customer, and reserves the right to charge Customer the appropriate Fees.
- Fees and Invoicing. All Fees invoices by Google to Customer for the Services are due thirty (30) days from the invoice date. Customer will be invoiced or, in the case of debit or credit card payment, automatically charged in advance for the next billing cycle, as determined by the payment plan selected in an Order Form. Customer hereby authorises any automatic charges and/or debits by Google debit or credit card purchases. All payments due are in the currency and via the mode of payment indicated on the applicable Order Form or applicable invoice.
- Payment Plans. Google may make several payment plans available to a Customer for a particular order, as described in the Order Form terms. The payment plan selected by Customer for any order will be described in the relevant Order Form. Google reserves the right to offer additional or alternative payment plan options for new orders in the Order Form terms presented at the time of purchase.
- Overdue Payments; Interest. Fees will be overdue if not paid within thirty (30) days from the invoice date or, in the case of debit or credit card payment, within thirty (30) days from the date Google has initially attempted to charge Customer. Google may charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time, from the due date until the date of actual payment, whether before or after judgment, on any amount that is overdue under this Agreement. Google may also charge Customer for Google’s reasonable expenses (including legal fees) incurred by Google in collecting unpaid or overdue amounts, except where these amounts are due to billing inaccuracies attributable to Google. For clarity, if any Fees owed by Customer are overdue, Google may suspend or terminate all of the Services under Section 11.1 (Termination for Cause).
- Purchase Orders. If Customer requires a purchase order number on its invoices, Customer will inform Google and Google will include such purchase order number on invoices following receipt. If Customer does not provide a purchase order number: (a) Customer waives any purchase order number requirement; (b) Google will invoice Customer without a purchase order number; and (c) Customer agrees to pay invoices without a purchase order number referenced. Any terms and conditions on a purchase order do not apply to Customer’s purchase of, access to, or use of the Services, will not amend this Agreement, and are null and void.
- Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Services without any reduction for taxes. If under applicable tax legislation the Services are subject to local VAT and Customer is required to make a withholding of local VAT from amounts payable to Google: (a) the value of the Services calculated in accordance with the above procedure will be increased (i.e. grossed up) by Customer for the amount of local VAT and the grossed up amount will be regarded as a VAT-inclusive price; and (b) Customer will remit the local VAT amount to be withheld from the VAT-inclusive price to the applicable local tax authority and will ensure that Google receives payment for the Services equal to the same net amount as would otherwise have been due (i.e. Customer will ensure that Google receives the VAT-inclusive price less the local VAT withheld and remitted to the applicable tax authority).If Google is obliged 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) authorised by the appropriate taxing authority.
- Invoice Disputes. Any invoice disputes must be submitted prior to the invoice due date and Customer agrees that, after such date, any claims relating to inaccurate or improperly issued invoices will be waived.
- Credits. Google will issue a credit to Customer to the extent any billing inaccuracies are attributable to Google. If the disputed invoice has not yet been paid, Google will apply the credit amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.
Suspension of Accounts or Services.
- Misuse of End User Accounts. If Google becomes aware of an End User’s violation of this Agreement, then Google may request that Customer take action to cure the violation, including Suspending the violating End User Account. If Customer fails to take prompt action or cure the violation, then Google may Suspend the violating End User Account until the violation has been cured.
- Emergency Security Issues. Notwithstanding Section 5.1 (Misuse of End User Accounts) above, if there is an Emergency Security Issue, then Google may, without prior notice, Suspend the applicable End User Account(s). Suspension will be to the minimum extent and of the minimum duration required to end, resolve, prevent the recurrence of, or mitigate the effects of, the Emergency Security Issue. If Google Suspends an End User Account due to an Emergency Security Issue, then at Customer’s request, Google will inform Customer the reason for the Suspension as soon as is reasonably possible.
- Suspension to Comply with Laws. Google may Suspend the provision of any Services at any time if Google in its sole discretion considers it necessary to do so to comply with any applicable law.
- Protection of Confidential Information. The recipient (“Recipient”) of Confidential Information disclosed by the other party (the “Provider”) will not disclose that information except as described in Section 6.2 (Disclosure of Confidential Information). The Recipient will use the Provider’s Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
Disclosure of Confidential Information.
- General. Subject to the remainder of this Section 6.2, the Provider’s Confidential Information may be disclosed: (i) by the Recipient to its Affiliates, Reseller (where applicable), employees, agents, sub-contractors or professional advisors who need to know it and who have a legal obligation to keep it confidential (collectively, “Delegates”); (ii) by the Recipient or its Affiliates pursuant to a Legal Process; or (iii) with the Provider’s written consent. The Recipient will ensure that its Delegates are subject to the same non-disclosure and use obligations as apply to the Recipient under Section 6.1 (Protection of Confidential Information).
- Notification. Before the Provider’s Confidential Information is disclosed pursuant to a Legal Process as described in Section 6.2a, the Recipient will, or will ensure that its Affiliate will, use commercially reasonable endeavours to promptly notify the Provider (via the Notification Email Address, in the case of notices given by Google), provided however that the Recipient or its Affiliate may disclose the Provider’s Confidential Information pursuant to a Legal Process without giving prior notice if the Recipient or its Affiliate 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.
- Opposition. The Recipient will cooperate with the Provider’s reasonable requests relating to efforts to oppose disclosure of its Confidential Information.
Intellectual Property Rights; Brand Features.
- Intellectual Property Rights. Except as stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to any of the other party’s content, technology or 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.
- Display of Brand Features. Google may display only those Customer Brand Features authorised by Customer (by 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. Subject to Sections 7.3 (Brand Features Limitation) and 8 (Publicity), 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.
- 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 pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
- 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. For clarity, this section is subject to Section 7.3 (Brand Features Limitation).
Warranties and Disclaimers.
Customer Warranties. Customer warrants that:
- it has full power and authority to enter into, and grant the rights under, this Agreement; and
- it will use reasonable care and skill in complying with its obligations under this Agreement.
Google Warranties. Google warrants that:
- it has full power and authority to enter into, and grant the rights under, this Agreement; and
- it will use reasonable care and skill in complying with its obligations under this Agreement.
- Disclaimers. Google hereby disclaims any conditions, warranties or other terms relating to any Services or to any other goods or services or any information supplied by Google under this Agreement, unless such conditions, warranties or terms are expressly set out in this Agreement. For clarity, and subject to Section 13.1b, no implied conditions, warranties or other terms apply, including any implied terms as to satisfactory quality, fitness for purpose of conformance with description.
- Customer Warranties. Customer warrants that:
- Agreement Term; Auto-Renewal. This Agreement will remain in effect for the Initial Term. At the end of the Initial Term and if Customer ordered the Services directly from Google, this 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, in which case this Agreement will expire at the end of the then-current Term.
- Purchases During Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Term will have a prorated term ending on the last day of that Term.
- Requesting Additional End User Accounts During Term. Customer may request additional End User Accounts during a 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.
- Renewal Pricing. If Customer ordered the Services directly from Google: (a) any renewal of the Services will be subject to the then-current list price(s) applicable for such Services; and (b) Google will notify Customer of any increase in the list price(s) applicable to such Services at least thirty days prior to the start of the Customer’s renewal date.
- Termination for Cause. Subject to the remainder of this Section 11 (Termination; Refunds), either party may terminate this Agreement if: (a) the other party is in material breach of this Agreement where the breach is capable of being cured, and fails to cure that breach within thirty days after receipt of written notice of the breach; or (b) if the other party is in material breach of this Agreement where the breach is incapable of being cured; (c) the other party is in material breach of this Agreement (as notified) more than two times notwithstanding any cure of such breaches; or (d) if Google has not received payment of any overdue Fees within sixty (60) days from the invoice date, or in the case of debit or credit card payments, within thirty (30) days from the date of purchase. Where Google has the right to terminate this Agreement under this Section, Google may also suspend or terminate all or any part of the Services for as long as such termination right applies.
- Termination for Insolvency. Unless prohibited by applicable law, either party may terminate this Agreement immediately upon written notice if the other party cannot pay its debts as they become due, enters into an arrangement or composition with or for the benefit of its creditors; goes into administration, receivership. Administrative receivership or liquidation, is declared bankrupt or insolvent, or is dissolved or otherwise ceases business operations. Where Google has the right to terminate this Agreement under this Section, Google may also suspend or terminate all or any part of the Services for as long as such termination right applies.
- Termination for Suspension or Force Majeure. Either party may terminate this Agreement immediately upon written notice if either of the following continues for more than thirty (30) days: (a) any Suspension under Section 5.3 (Suspension to Comply with Laws); or (b) failure or delay in performance as described in Section 15.5 (Force Majeure).
- Termination related to Infringement Allegation or Proceeding. If Google notifies Customer that Google does not consider the remedies described in Section 12.5 (Remedies) to be commercially reasonable in the circumstances, or if such remedies are not provided within ninety (90) days of an injunction, either party may terminate this Agreement by providing thirty (30) days prior written notice and a refund may be due in respect of Customer as described in Section 11.7 (Refunds).
- Termination related to Anti-Bribery Laws. Google may terminate this Agreement immediately upon written notice to Customer if Google believes, in good faith, that Customer has violated or caused Google to violate any Anti-Bribery Laws, or that such a violation is reasonably likely to occur.
- Effects of Termination. If this Agreement terminates or expires, then: (a) the rights granted by one party to the other will cease as of the effective date of termination or expiry (except as set forth in this Section 11 (Termination; Refunds) and Section 15.12 (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 and will be responsible for using the functionality of the Services to export all Customer Data from the Services by such date; (c) following export and/or deletion of Customer Data by Customer, Google will delete Customer Data as described in the Data Processing Amendment (if applicable); and (d) upon request each party will promptly use reasonable endeavours to return or destroy any remaining Confidential Information (excluding Customer Data) of the other party.
- Refunds. Subject to Sections 4.1(c) and 4.1(d), if this Agreement is terminated under Section 11.3(a) or 11.4, then upon Customer’s request, Google will provide a pro-rata refund, either to Reseller (if Customer ordered the Services from Reseller) or to Customer (if Customer ordered the Services directly from Google), of any unearned fees already paid to Google as of the effective termination date. Unless expressly stated otherwise, termination under any other section of this Agreement (including the Data Processing Amendment (if applicable)) will not oblige Google to refund any fees, nor relieve Customer of any obligation under Section 4 (Payment) to pay such part of Customer’s annual commitment (if any) as may remain unpaid as of the effective date of termination.
- Google Indemnification Obligations. Subject to Section 12.4 (Conditions), Google will indemnify Customer and any of its Affiliates participating under this Agreement (“Customer Indemnified Parties”), against Indemnified Liabilities to the extent arising from alleged infringement of any third party’s Intellectual Property Rights by Customer Indemnified Parties' use in accordance with this Agreement of Google's technology (excluding any open source software) used to provide the Services or of Google's Brand Features.
- Customer Indemnification Obligations. Subject to Section 12.4 (Conditions), Customer will indemnify Google and its Affiliates (“Google Indemnified Parties”) against Indemnified Liabilities to the extent arising from alleged infringement of any third party’s Intellectual Property Rights by Google Indemnified Parties’ use in accordance with this Agreement: (a) Customer Data or Customer Brand Features; and (b) Customer’s or an End User’s use of the Services in violation of the Acceptable Use Policy.
- Exclusions. This Section 12 will not apply to the extent the underlying allegation arises from: (a) modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party; or (b) combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party.
Conditions. Sections 12.1 (Google Indemnification Obligations) and 12.2 (Customer Indemnification Obligations) are conditioned on the party requesting indemnification under this Section 12:
- having promptly notified the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding;
- reasonably cooperating with the indemnifying party to resolve the allegation(s); and
- tendering sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party. 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.
- 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.
- If Google does not believe the remedies in Section 12.5a are commercially reasonable, then Google may suspend or terminate Customer’s use of the impacted Services.
- Sole Rights and Obligations. Without affecting any termination rights under Section 11 (Termination; Refunds) or refund rights under Section 11.7 (Refunds), and subject to Section 13 (Limitation of Liability), this Section 12 states the parties’ only rights and obligations under this Agreement relating to third party allegations of Intellectual Property Rights infringement and to Third-Party Legal Proceedings.
Limitation of Liability.
Nothing in this Agreement shall exclude or limit either party’s liability for:
- death or personal injury resulting from the negligence of either party or their servants, agents or employees;
- fraud or fraudulent misrepresentation;
- breach of any implied condition as to title or quiet enjoyment;
- payment of applicable Fees for the Services; or
- any other matter for which liability cannot be excluded or limited under applicable law.
- Except to the extent this Agreement states otherwise, nothing in this Agreement shall exclude or limit either party’s liability under Section 12 (Indemnity).
Subject to Sections 13.1 and 13.2, neither party shall be liable under this Agreement (whether in contract, tort (including negligence) or otherwise) for any of the following losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this Agreement):
- loss of actual or anticipated profits (including loss of profits on contracts);
- loss of anticipated savings;
- loss of business opportunity;
- loss of reputation or damage to goodwill; and
- special, indirect or consequential losses.
Subject to Sections 13.1, 13.2 and 13.3, each party’s total liability under this Agreement (whether in contract, tort (including negligence) or otherwise) for all causes of action arising in any Contract Year shall be limited to the greater of:
- £25,000; or
- 125% of the Fees paid and/or payable by Customer in that Contract Year for the Services.
- Nothing in this Agreement shall exclude or limit either party’s liability for:
Compliance with Anti-Bribery Laws.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 organisations, and political parties.
- 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 firstname.lastname@example.org. Notices 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.
- 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 has notified the other party of the assignment. Any other attempt to transfer or assign is void. For clarity, the assigning party will remain liable for all obligations under this Agreement.
- Sub-contracting. Subject to any restrictions in the Data Processing Amendment (if applicable) relating to sub-contracting, either party may sub-contract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains fully liable for all such sub-contracted obligations and accepts full liability as between the parties for the actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.
- Change of Control. If either party is subject to a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) other than in the context of an internal restructuring or reorganisation of such party and its Affiliates: (a) the party subject to such change of control will provide written notice to the other party within thirty (30) days after the change of control; and (b) the other party may terminate this Agreement with immediate effect, by written notice to the party subject to the change of control, any time between the change of control and thirty (30) days after the other party receives the written notice referred to in subsection (a).
- Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- No Waiver. Except to the extent this Agreement states otherwise, neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in full force and effect.
- No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture between or among Customer or Google or Reseller (regardless of the use of the term “partner”, “certified” or other similar designation).
- Third-Party Beneficiaries. Except to the extent this Agreement states otherwise, there are no other third-party beneficiaries to this Agreement. For clarity, Google LLC is a third party beneficiary of Section 6.2 (Disclosure of Confidential Information).
- This Agreement and any dispute (contractual or non-contractual) concerning this Agreement or its subject matter or formation (a “Dispute”) is/are governed by English law.
- Any Dispute shall be referred to and finally resolved by arbitration under the rules of the LCIA, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitration shall be English.
- This Section 15.10 shall be without prejudice to the right of either party to apply to any court of competent jurisdiction for emergency, interim or injunctive relief (together "Interim Relief"). Except where Customer has its registered office or principal place of business in Russia or Ukraine, such Interim Relief shall be subject to review and subsequent adjudication by the arbitral tribunal such that any dispute in respect of Interim Relief shall be determined by the arbitral tribunal.
- Amendments. Except to the extent this Agreement states otherwise, any amendment of the terms must be in writing, must be signed (which may include forms of electronic signature or acceptance) by both parties and must state that it is amending this Agreement.
- Survival. The following sections will survive expiration or termination of this Agreement: Section 4 (Payment), Section 6 (Confidential Information), Section 7.1(Intellectual Property Rights), Section 11.6 (Effects of Termination), Section 12 (Indemnity), Section 13 (Limitation of Liability), Section 15 (Miscellaneous) and Section 16 (Definitions). The Data Processing Amendment (if applicable) will survive expiry or termination of this Agreement as set out in the Data Processing Amendment.
- Entire Agreement. This Agreement, which includes the Order Form(s), Data Processing Amendment (if applicable), URL Terms and all documents incorporated herein, sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. 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 set out in this Agreement.
- 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 Data Processing Amendment (if applicable); 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.
- 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.
- 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.
- Use of including. In this Agreement (a) “including” means “including but not limited to,” and (b) examples are illustrative and not the sole examples of a particular concept.
- Defined Terms. In this Agreement, the following definitions apply unless expressly stated otherwise:
“Acceptable Use Policy” means the then-current acceptable use policy for the Services that can be found at the following URL link: https://www.google.com/cloud/terms/acceptable-use-policy. The Acceptable Use Policy and such URL link may be updated or modified by Google from time to time in accordance with Section 1.2b (Changes to URL Terms).
“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 Product Terms” means the then-current terms and conditions that can be found at the following URL link: https://gsuite.google.com/intl/en/terms/additional_services.html or as otherwise provided by Google. The Additional Product Terms and such URL link may be updated or modified by Google from time to time.
“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.
“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 administration tools and features made available to Administrator via the Services.
“Administrator(s)” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.
“Affiliate” means any entity controlling, controlled by or under common control with a party, where “control” is defined as (a) the ownership of at least fifty (50%) of the equity or beneficial interests of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to exercise a controlling influence over the management or policies of the entity.
“Anti-Bribery Laws” has the meaning given in Section 14 (Compliance with Anti-Bribery Laws).
“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.
“Contract Year” means a period of one year starting on the Effective Date or the relevant anniversary of the Effective Date (as appropriate).
“Core Services for G Suite” has the meaning given in the Data Processing Amendment irrespective of whether Customer has clicked-to-accept the Data Processing Amendment as described in Section 2.1 (Data Processing Amendment).
“Customer Data” has the meaning given in the Data Processing Amendment, irrespective of whether Customer has clicked-to-accept the Data Processing Amendment as described in Section 2.1 (Data Processing Amendment).
“Customer Domain Name(s)” means the domain name(s) used by Customer in connection with the Services and specified in the Order Form.
“Data Processing Amendment” or “DPA” means Google’s then-current amendment to this Agreement describing Google’s data protection and processing obligations with respect to Customer Data, as available at the following URL link: https://gsuite.google.com/terms/dpa_terms.html. The Data Processing Amendment and such URL link may be updated or modified by Google from time to time in accordance with Section 2.2 (Updates to the Data Processing Amendment).
“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 unauthorised third party access to the Services or data within the Services.
“End User(s)” means the individual(s), including an individual employed by or otherwise associated with an Affiliate, whom 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 reexport 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.
"Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party in any Third Party Legal Proceeding; and (b) damages and costs awarded in a final judgment against the indemnified party and its Affiliates by a court of competent jurisdiction in any Third-Party Legal Proceeding.
“Initial Term” means a period of 12 months commencing on the Effective Date, unless such other period is specified in an Order Form.
“Intellectual Property Rights” means all patent rights, copyrights, trademark rights, trade secret rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
“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.
“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. Order Forms are incorporated into this Agreement by reference.
“Purchase Order” means a Customer-issued purchase order.
“Reseller” means, if applicable, the authorised 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.
“Services” means, the applicable cloud identity core services provided by Google and used by Customer as described in the Services Summary.
“Services Summary” means the then-current description of the Services, as can be found at the following URL link: http://cloud.google.com/terms/identity/user-features.html. The Services Summary and such URL link may be updated or modified by Google from time to time.
“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 applicable to only the Cloud Identity - Premium edition located at: http://cloud.google.com/terms/identity/sla.html. The SLA and such URL link may be updated or modified by Google from time to time in accordance with Section 1.2b (Changes to URL Terms).
“Suspend” or Suspension 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, subject to early termination in accordance with 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 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 then-current technical support services guidelines then in effect for the Cloud Identity - Premium edition of the Services. TSS Guidelines are at the following URL: http://cloud.google.com/terms/identity/tssg.html and such URL link may be updated or modified by Google from time to time in accordance with Section 1.2b (Changes to URL Terms).
“URL Terms” means the Acceptable Use Policy, the SLA and TSS Guidelines.