Terms - G Suite Referral Program
This G Suite Referral Program Agreement ("Agreement") is entered into by Google
Inc. ("Google") and the referring party executing this Agreement
("Participant"). This Agreement governs Participant’s participation in the G
Suite Referral Program described herein (the "Program"). You represent and
warrant that: (i) you have full legal authority to enter into this Agreement;
(ii) you have read and understand the Agreement, and (iii) you agree to the
terms of this Agreement. If you do not have legal authority to enter into this
Agreement or do not agree to these terms, please do not click to accept this
This Agreement is effective between Participant and Google as of the date
Participant electronically accepts this Agreement.
"Custom URL" means the unique URL to be provided by Google to Participant and
which will correlate Eligible Referrals submitted by Participant to
Participant’s Program account.
"Eligible Referral" means an eligible net new customer lead for the direct
online purchase of the Services directly from Google, excluding Ineligible
"G Suite Services" or "Services" means the G Suite Core Services generally sold
by Google as G Suite and further described here: http://www.google.com/apps/intl/en/terms/user_features.html,
as such URL, and Services description (including branding of such services),
may be updated by Google from time to time.
"Incentives" means redeemable coupons, or other incentives provided by Google
to Participant for distribution to Eligible Referrals in connection with their
purchase of Services.
"Ineligible Referrals" means government officials, government owned or
-controlled entities and any of their employees, political parties and
candidates, Services customers of resellers, and any other individuals or
entities already in Google’s systems and Google employees. .
"Participant" means a member of the Program with a primary place of business or
residence in the Territory that is a business, entity, or other individual with
a valid tax ID number but may not include (i) government officials, government
owned or -controlled entities and any of their employees, (ii) political
parties and candidates, and (iii) representatives, agents, or employees of
"Program Guide" means any set of applicable Program terms in addition to this
Agreement that Google may make available to Participant via the Resource Portal
and that will govern Participant's continued participation in the Program.
"Referral" is a new customer lead for Services submitted by Participant, via
its Custom URL, to Google.
"Referral Fees" means the fees to be paid by Google to Participant for Eligible
Referrals that result in a Valid Transaction.
"Resource Portal" means the website provided by Google to Participant
containing Program resource tools and information.
"Territory" is limited to the geographic regions listed under “Americas” at the
following URL (or such alternative URL as Google may designate): https://gsuite.google.com/landing/partners/referral/countries.html.
"Valid Transaction" is a closed sale for Services originating through a
Participant’s Custom URL and which is made online directly between an Eligible
Referral and Google in compliance with the requirements for payment of Referral
2. Program Overview. In compliance with this Agreement Participant will
promote the Services only to Eligible Referrals whose principal place of
business is located in the Territory. Participant will not market the Services
to any Ineligible Customers. Google will provide Participant with a Custom URL
for the purpose of correlating any Eligible Referrals resulting in a Valid
Transaction under this Agreement. Google may issue Incentives to Participant in
accordance with the restrictions and guidelines in this Agreement. As
applicable, and subject to the requirements herein, Participant may include on
its website and in its marketing materials for the Services the Custom URL
provided by Google. A Valid Transaction must always originate from
Participant’s Custom URL to qualify for Referral Fees.
Google may elect to create an applicable Program Guide which may include
updates regarding applicable Referral Fees, Incentives and other relevant
Program details. The terms of any such Program Guide are made part of this
Agreement and will control over any conflicting term in the body of this
3. Distribution of Custom URL and Incentives. Participant will use best
efforts to distribute the Custom URL and Incentives: (a) only to Eligible
Referrals; and (b) only after Google has approved the distribution by providing
Participant with the Custom URL and any applicable Incentives. All marketing
materials (including without limitation the text of email distributions, if
any) must be (i) strictly consistent with any Program instructions provided by
Google, (ii) compliant with the terms and conditions of this Agreement and all
applicable marketing, privacy and data protection laws and governmental
regulations. Any e-mail distribution must: (x) offer recipients the ability to
opt-out of future Participant communications; and (y) contain the Google
governing terms and conditions for any Incentives when offered. At Google’s
request, Participant will block distribution of Custom URL and Incentives to
parties as Google designates in its sole discretion, consistent with applicable
4. Compliance. In addition to the other legal requirements in this
Agreement, Participant expressly agrees to comply with the following:
4.1. Anti-Bribery Laws and Reporting. Participant 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.
"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. Furthermore,
Participant will not make any facilitation payments, which are payments to
induce officials to perform routine functions they are otherwise obligated to
perform. If Participant becomes aware of suspicious, illegal or fraudulent
activity occurring in relation to this Agreement, Participant will report the
suspicious or fraudulent activity to Google within 24 hours of identifying
the suspicious or fraudulent activity to the following email alias
4.2 Export Control Laws. Participant will comply with all applicable
export controls, including, but not limited to, the United States Department
of Commerce's Export Administration Regulations and sanctions programs
administered by the United States Treasury Department's Office of Foreign
4.3 Acceptable Use Policy. Participant will not send, post, transmit
or otherwise use any Google provided content, including the Google name or
the Services, in connection with any materials, sites or otherwise that: (i)
will generate or facilitate unsolicited bulk commercial emails; (ii) will, or
otherwise encourage, the violation of the legal rights of others; (iii) is
for an unlawful, invasive, infringing, defamatory, or fraudulent purpose;
(iii) contains obscene or pornographic content.
4.4 Certification. By submitting a Referral to Google, Participant
represents, warrants and certifies to Google that each such submission will
be: (i) reasonably made in good faith as an Eligible Referral; (ii) comply
with all applicable laws and governmental regulations, including without
limitation, as described above, and (iii) Participant is not otherwise
restricted from providing the Referral to Google or acting as a Participant
in the Program.
5. Termination and Modification of Terms. Google may at any time and in
its sole discretion: (i) modify or update the terms of, including but not
limited to, the Program, this Agreement, Incentives (and their governing terms
and conditions) and will make such modified or updated terms available in
writing, or (ii) revoke a Participant's account, and/or terminate Participant’s
participation in the Program in its entirety. If Google provides Participant
with an updated Custom URL, or Incentives (and applicable terms and
conditions), Participant agrees will begin using, and will be subject to, such
updated versions no later than 30 days after receiving them.
6. Brand Features. Each party will own all right, title and interest to
trade names, trademarks, service marks, logos and domain names it secures from
time to time ("Brand Feature(s)"). Subject to the terms and conditions of the
Agreement (including without limitation the following sentence), Google grants
to Participant a nonexclusive and non-sublicensable license during the Term to
display Google’s Brand Features only to the extent Brand Features are provided
by Google for use with the Program as indicated through the Resource Portal and
solely for the limited purpose of promoting the Services consistent with this
Agreement. Additionally, all use of Google Brand Features is at Google’s sole
discretion and subject to Google’s then-current Brand Feature use guidelines
currently located at http://www.google.com/permissions/, as
such URL may be updated from time to time by Google.
Subject to the terms and conditions of the Agreement, Participant grants to
Google a nonexclusive and non-sublicensable license during the Term to display
Participant’s Brand Features solely for the purpose of marketing the Program or
as otherwise mutually agreed upon (email permitted).
7.1 Referral Fees. Google will pay Participant a one-time fee of $15
(a "Referral Fee") for each Eligible Referral’s end user that results in a
Valid Transaction provided that in no event will Google owe any payments to
Participant for any single Eligible Referral entity in excess of an
aggregated total of $1,500/customer entity. Referral Fees will be calculated
by using the lowest quantity of Eligible Referral end users purchased during
the period beginning as of the 15th day of initial Services payment through
the completion of the 120 days period described in (d) below (provided all
other Valid Transaction requirements are met). A Valid Transaction will only
take place when an Eligible Referral: (a) registers online directly with
Google using a valid payment instrument for the purchase of Services; (b)
purchase originates from a Custom URL correlating to Participant’s account;
(c) does not already have, directly or indirectly, a Services subscription;
(d) has been invoiced for and from whom Google has received payment for, at
least a minimum period of 120 days for a subscription on the same primary
Services domain; and (e) where all the foregoing occurs during Participant’s
period of participation in the Program. Google may, at its sole option,
prospectively increase or decrease Referral Fees amounts by providing written
notice (email/electronic communication permitted) to Participant, or updating
this Agreement and/or any applicable Program Guide. Google reserves the
right, in its sole discretion not to pay any Referral Fees to Participant
where Google determines Participant’s actions are not consistent with the
intent of this Program.
7.2. Incentives. Google may elect to provide Participant with
Incentives to offer its Eligible Referrals from time to time. Use of any
applicable Incentives will be subject to the governing terms and conditions
as provided by Google.
7.3. Payment Process. In order for Participant to receive any Referral
Fees Participant must first complete the required vendor payment form as
required by Google and maintain a valid banking account within the Territory.
Google will pay Participant the Referral Fees in the form of a direct deposit
or foreign electronic funds transfer in U.S. dollars to the banking account
as indicated by Participant via the Program registration process and
completion of the required vendor payment form. The Referral Fees above are
exclusive of taxes, and Google might withhold or charge taxes if determined
by law. Additional payment terms may need to be accepted by Participant for
the payment of Referrals Fees to Participant’s banking account. Referral fees
will be issued to Participant on a monthly basis. All amounts referenced or
payable under this Agreement are in U.S. Dollars unless Google notifies
Participant is solely responsible for ensuring its account information is
accurate and current. Google will not be responsible for any payments not
received due to Participant failing to provide accurate and complete account
information for payment, or any other relevant or required information.
Google reserves the right, in its sole discretion, to change the terms and
conditions of the payment process to Participant.
8. Restrictions. Participant will not, and will not allow any third
party to: (a) "frame," minimize, remove, or otherwise inhibit, the full and
complete display of any Google web page; (b) cause any hyperlinks to web pages
on the Google web site to create a new browser window; or (c) otherwise display
Google web pages or Brand Features in a distorted or diluted fashion.
9. Term; Termination. The Term will continue until terminated by either
party as provided herein. Either party may terminate this Agreement immediately
with or without cause upon written notice to the other party (email notice
permitted). Upon any termination or expiration of this Agreement, all licenses
and rights granted will terminate and each party will have no right to use the
Brand Features of the other party. In the event of a termination, Participant
will only receive Referral Fees that were earned in full for a Valid
Transaction that occurred prior to the effective termination date. Termination
notices to Google must be sent to the following email alias:
10. Confidentiality. Participant may not disclose the terms, conditions
or existence of any non-public aspect of the Program to any third party, except
to its professional advisors under a strict duty of confidentiality or as
necessary to comply with law.
11. Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT,
SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE
FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND CUSTOM URL IS PROVIDED "AS IS"
AND AT PARTICIPANT’S OPTION AND RISK AND GOOGLE DOES NOT GUARANTEE ANY RESULTS.
EXCEPT FOR (I) BREACHES OF SECTION 4 (COMPLIANCE); (ii) BREACHES OF SECTION 6
(BRAND FEATURES); AND (iii) SECTION 12 (INDEMNIFICATION), TO THE FULL EXTENT
PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE
HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS
AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE
OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT
SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS
AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY GOOGLE TO
PARTICIPANT UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE
ACTIVITY GIVING RISE TO THE FIRST CLAIM.
12. Indemnification. Participant will defend, indemnify and hold
harmless Google, its affiliates, directors, officers and employees against all
liabilities, damages, losses, costs, fees (including legal fees), and expenses
relating to any allegation or third-party legal proceeding to the extent
arising out of: (a) Participant’s participation in the Program; (b)
Participant’s web site(s), Participant Brand Features and Google’s use of any
Participant content (provided that such use complies with the requirements of
the Agreement); and (c) Participant’s breach of any representation or warranty
in this Agreement.
13. Representations and Warranties. Participant warrants that (a)
Participant will use all information provided by Google (including without
limitation the Google Brand Features) in a manner that complies with applicable
law; (b) Participant will clearly and conspicuously display the text of the
applicable terms and conditions for Incentives provided to Customers in
accordance with this Agreement; and (c) Participant will conduct all activities
in furtherance of this Agreement in accordance with applicable law.
14. Governing Law and Arbitration. 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.
(a) The parties will try in good faith to settle any Dispute within 30 days
after the Dispute arises.
(b) If the Dispute is not resolved within 30 days:
- (A) any Dispute arising in the Territory within the limits of the the
geographic regions of North America (defined as the United States and Canada),
arising out or relating to the subject matter of this agreement, will be
litigated exclusively in the Federal or State Courts of Santa Clara County,
California, USA, and the parties consent to personal jurisdiction in those
- (B) any Dispute arising in the Territory within the limits of the
geographical Territory of Brazil, Chile, Colombia and Mexico, arising out or
relating to the subject matter of this agreement, 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").
For purposes of the arbitration procedures: (i) The parties will mutually
select one arbitrator. The arbitration will be conducted in English in Santa
Clara County, California, USA. (ii) The arbitrator may not decide by equity.
(iii) Subject to the confidentiality requirements in Subsection (v) below ,
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 (iii).
(iv) 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. (v) Any arbitration
proceeding conducted in accordance with this Section will be considered
confidential information, including (1) the existence of, (2) any information
disclosed during, and (3) any oral communications or documents related to the
arbitration proceedings. The parties may also disclose the information
described in this Subsection (v) to a competent court as may be necessary to
file any order under Subsection (iii) or execute any arbitral decision, but the
parties must request that those judicial proceedings be conducted in camera (in
private). (vi) 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.
(vii) Each party will bear its own lawyers’ and experts’ fees and expenses,
regardless of the arbitrator’s final decision regarding the Dispute.
15. Miscellaneous. All notices, unless otherwise stated herein, must be
in writing and addressed to the attention of the other party’s Legal Department
and primary point of contact. Notice will be deemed given when delivered (a)
when verified by written receipt if sent by personal courier, overnight courier
or mail or (b) when verified by automated receipt of electronic logs if sent by
facsimile or email. Participant will not assign or otherwise transfer its
rights or delegate its obligations under the Agreement, in whole or in part,
and any attempt to do so will be null and void. The Agreement is not intended
to benefit, nor shall it be deemed to give rise to, any rights in any third
party. The parties are independent contractors and the Agreement does not
create any agency, partnership, or joint venture. No party is liable for
inadequate performance to the extent caused by a condition that was beyond its
reasonable control. Failure to enforce any provision will not constitute a
waiver. If any provision is found unenforceable, the balance of the provisions
will remain in full force and effect. In the event of any termination or
expiration of the Agreement, Sections 5, 9, 10, 11 and 12 shall survive. This
Agreement is the parties’ entire agreement relating to its subject and
supersedes any prior or contemporaneous agreements on that subject. Any
amendments must be in writing and executed by both parties (electronic form
After submission, your unique referral link and instructions for next steps will
arrive in your inbox. To get paid, you need a valid bank account to receive
direct deposits. We will request your bank account information once you are
eligible for payment.