This Chrome OS for Enterprise License Agreement for Chromebook Admin Console Management Services (the “Agreement”) is entered into by and between Google Inc., a Delaware corporation, with offices at 1600 Amphitheatre Parkway Mountain View, California 94043 (“Google”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the date Customer clicks the "I Accept" button below (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (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 do not have the legal authority to bind Customer, please do not click the "I Accept" button below. This Agreement, and the corresponding agreement under which you purchased the Services, either from Google or a Reseller (the “Purchase Agreement”) governs Customer's access to and use of the Services.
- 1.1 License. Upon Google’s receipt and acceptance of an Order Form, and subject to the terms and conditions of this Agreement and the Purchase Agreement, and in consideration of Customer’s payment of all Fees, Google grants to Customer and Customer agrees to comply with a non-sublicensable, non-transferable, non-exclusive, limited license to use the Services on Supported Chrome OS Hardware, and any updates provided by Google during the Term.
- 1.2 Ordering and Enabling the Services. On or after Google’s receipt and acceptance of the initial Order Form, Google or Reseller (as applicable) will configure Customer’s account to enable Customer to use the Services via the Admin Console. After submission and acceptance of the initial Order Form, additional, subsequent Order Forms may be submitted under this Agreement.
- 1.3 Modification and Updates to the 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, provided Customer has subscribed with Google to be informed about such change. The Services may automatically download and install updates from Google from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and/or completely new versions. Customer agrees to receive (and permit Google to deliver) such updates as part of Customer’s use of the Services. Google may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.
- 1.5 Supported Chrome OS Hardware. The Services will function with that Supported Chrome OS Hardware for which Customer has enrolled to use the Services with and for so long as such Supported Chrome OS Hardware remains supported in accordance with the TSS Guidelines and Supported Chrome OS Hardware End Of Life Policy. Some functionality available in the Services will only function with specific versions of Supported Chrome OS Hardware. Furthermore, Google may cease to provide TSS for the use of the Services with the enrolled device once the device reaches its end of life in accordance with the Supported Chrome OS Hardware End Of Life Policy.
- 1.7 Termination of Support for Chrome OS Hardware. Over time, Hardware that was initially Supported Chrome OS Hardware may cease to be supported, at which point the Services may no longer function with that Supported Chrome OS Hardware. For such Supported Chrome OS Hardware, Google will inform via Customer’s Admin Console or online under Google’s Supported Chrome OS Hardware End Of Life Policy at least 90 days in advance of the date that such Supported Chrome OS Hardware will cease to be supported.
- 1.8 Reservation of Rights. Except as expressly specified herein, 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. Intellectual Property Rights in and to the content accessed through the Services are the property of the applicable content owner and may be protected by applicable laws. As between the parties, Google (and/or its licensors or suppliers) owns all Intellectual Property Rights in the Services.
2. Customer Obligations.
- 2.1 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) to administer the Services. 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); (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement; and (d) promptly notifying Google of any unauthorized use of, or access to, the Admin Console of which it becomes aware.
- 2.2 End User Consent. Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the Services and data about location of Supported Chrome OS Hardware. Customer will obtain and maintain all required consents from End Users to allow: (a) Customer’s access, monitoring, use and disclosure of this data and Google providing Customer with the ability to do so and (b) Google to provide the Services.
- 2.3 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) if the relevant information is solely held by Google and reasonably accessible by Google, provide Customer with the information required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Google only if it cannot reasonably obtain such information.
- 2.4 Educational Institutions. If Customer is an educational institution, Customer acknowledges and agrees that it is solely responsible for compliance with the Children's Online Privacy Protection Act of 1998, including, but not limited to, obtaining parental consent concerning collection of students' personal information used in connection with the provisioning and use of the Services by the Customer and End Users.
- 2.5 Payment. Unless otherwise specified in the Purchase Agreement, Customer will pay Reseller for the Services. As a result, all payment terms are to be decided upon between Customer and Reseller.
- 3.1 Generally. Subject to Section 3.2, Customer will not, and will not allow others to do any of the following unless required by law, or unless Google consents in writing: (a) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the Services, or any component thereof; (b) copy or make derivative works of the Services, attempt to extract the source code of the Services, or otherwise attempt to reduce the Services to human perceivable form; (c) use the Services for High Risk Activities; (d) transfer, sublicense, distribute, sell, lease or use for timesharing or service bureau purposes the Services or any component of the Services; or (e) remove or alter any Brand Features or other proprietary notices on or in the Services.
- 3.2 Third Party Components. To the extent the Services includes components governed by open source licenses with provisions inconsistent with this Agreement, those components are instead governed solely by the applicable open source licenses. To the extent the Services includes components governed by open source licenses requiring the provision of corresponding source code for those components, Google hereby provides that source code consistent with those licenses. Google hereby provides the Third Party Component Notice.
4. Brand Features.
- 4.1 Display of Brand Features. Google may display those Customer Brand Features authorized by Customer within designated areas of the Services (such authorization is provided by Customer uploading its Brand Features into the Services). Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Services to indicate that the Services is 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.
- 4.2 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.
5. Technical Support Services.
- 5.1 By Customer. 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. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Google.
- 5.2 By Google. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Subject to Customer’s payment of the Fees and Section 1.5 (Supported Chrome OS Hardware) above, Google will provide TSS to Customer in accordance with the TSS Guidelines.
- 5.3 Changes to TSS Guidelines. Google may make commercially reasonable changes to the TSS Guidelines from time to time. If Google makes a material change to the TSS Guidelines, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the Admin Console.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY OR THEIR LICENSORS MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE DOES NOT WARRANT AND MAKES NO REPRESENTATIONS (I) THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, (II) ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.
7. Term and Termination.
- 7.1 Term.
- 7.1.1 Initial Term. This Agreement will be in effect for the Initial Term, unless terminated in accordance with Section 7.2 (Termination).
- 7.1.2 Renewal Term. This Agreement will automatically renew for each subsequent Order Form that is submitted and accepted after Google’s acceptance of the initial Order Form. Any such renewal term will expire on the expiration date of the last SKU of the last accepted Order Form, unless Customer or Google provides written non-renewal notice to the other party at least 30 days’ prior to the end of a then-current Term.
- 7.2 Termination.
- 7.2.1 Termination for Breach. 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 30 days after receipt of written notice; or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
- 7.2.2 Effects of Termination. Termination is effective immediately unless otherwise specified in the termination notice. Termination of the Agreement also terminates all then-outstanding Order Forms. Upon expiration or termination of this Agreement, the rights granted by one party to the other will cease immediately (except as specified in this Section).
- 7.2.3 Survival. The following sections will survive expiration or termination of this Agreement: 1.3, 1.8, 2.2, 3, 6, 7.2.2, 8, 9, 10, 12, and 13.
- The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.
- 9.1 By Google. Subject to Section 9.2, Google will indemnify, defend, and hold harmless Customer from and against all proven damages, liabilities and costs (including settlement costs with Google’s consent and reasonable attorneys’ fees) arising out of a third party claim that the Services infringes or misappropriates any patent, copyright, trade secret or trademark of that third party.
- 9.2 Exceptions. The obligations specified in Section 9.1 do not apply if the third party claim is caused by, or results from: (a) Customer’s combination or use of the Services with Third Party Products, if the claim would have been avoided by the non-combined or independent use of the Services; (b) modification of the Services by anyone other than Google if the third party claim would have been avoided by use of the unmodified Services; (c) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (d) Customer’s use of the Services in a manner not in accordance with this Agreement or the Documentation; or (e) Customer’s use of other than Google’s most current release of the Services if the third party claim would have been avoided by use of the most current release or revision.
- 9.3 By Customer. Unless prohibited by applicable law and without waiving sovereign immunity, Customer will indemnify, defend, and hold harmless Google from and against all proven damages, liabilities and costs (including settlement costs with Customer’s consent and reasonable attorneys’ fees) arising out of: (a) a third party claim made against Google for infringement or misappropriation based on conduct by Customer as described in Section 9.2; or (b) Customer’s breach of Section 12.5 (Export Compliance).
- 9.4 Possible Infringement.
- 9.4.1 Repair, Replace, or Modify. If Google reasonably believes the Services infringes a third party’s Intellectual Property Rights, then Google will: (a) obtain the right for Customer, at Google’s expense, to continue to use the Services; (b) provide a non-infringing replacement with substantially the same functionality; or (c) modify the Services so that it no longer infringes.
- 9.4.2 Suspension or Termination. If Google does not believe the foregoing options are commercially reasonable, then Google may suspend or terminate Customer’s use of the impacted portion of the Services. If Google terminates the impacted portion of the Services as a result of a third party Intellectual Property Right Infringement claim, then Google will provide a pro-rata refund of the unearned, prepaid Fees actually paid by Customer to Google applicable to the relevant portion of the Services for the period following termination of such portion of the Services.
- 9.4.3 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
10. Limitation of Liability.
- 10.1 Limitation on Indirect Liability. NEITHER PARTY NOR ITS LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
- 10.2 Limitation on Amount of Liability. NEITHER PARTY NOR ITS LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID TO GOOGLE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- 10.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to violations of a party’s Intellectual Property Rights by the other party or indemnification obligations under Sections 9.1 and 9.3.
- Customer agrees that Google may include Customer’s name and Brand Features in a list of Google customers. Customer also agrees that Google may verbally reference Customer as a customer of the Google products or services that are the subject of this Agreement.
- 12.1 Notices. All notices of termination or breach must be in writing and addressed to the other party’s Legal Department. The address for notices being sent to Google’s Legal Department is email@example.com. All other notices must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
- 12.2 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
- 12.3 Change of Control. If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of control, and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.
- 12.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- 12.5 Export Compliance. Customer will comply with, and will obtain all prior authorization from the competent government authorities required by, the Export Control Laws.
- 12.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- 12.7 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
- 12.8 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- 12.9 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
- 12.10 Governing Law.
- a. For City, County, and State Government Entities. If Customer is a city, county or state government entity, then the parties agree to remain silent regarding governing law and venue.
- b. For Federal Government Entities. If Customer is a federal government entity then the following applies: This Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law: (i) the laws of the State of California (excluding California’s choice of law rules) will apply in the absence of applicable federal law; and (ii) FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
- c. For All Other Entities. If Customer is any entity not specified in Section 12.10 (a) or (b) then the following applies: This Agreement is governed by California law, excluding that state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY.
- 12.11 Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
- 12.12 Conflicting Terms. If there is a conflict between any terms of this Agreement, the Purchase Agreement, or an Order Form, the terms of the Order Form will govern, then the terms of the Purchase Agreement, then the terms of this Agreement, in that order.
- 12.13 Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.
- 12.14 Counterparts. The parties may enter into this Agreement by Google’s acceptance of the initial Order Form, or subsequent Order Forms, which may be executed in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
- 12.15 Entire Agreement. This Agreement, the Purchase Agreement, the Order Form, and all documents referenced herein or therein or attached to this Agreement, 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.
- "Admin Console" means the online tool provided by Google to Customer for use in configuring and administering the Services.
- "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.
- "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
- "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.
- "Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
- "Documentation" means the description of the Services available at the following URL: https://support.google.com/chrome/a/answer/1289314?hl=en, or such other URL as Google may provide, as such description may be updated from time to time.
- "End Users" means the individuals Customer permits to use the Services.
- "Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, 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.
- "Fees" means the amounts invoiced to Customer by Google or Reseller for the Services.
- "G Suite" means the G Suite services provided by Google to Customer under the terms of a separate agreement between Google and Customer.
- "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.
- "Initial Term" means the period of time specified in the SKU listed on the Order Form, beginning on the Service Commencement Date.
- "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
- "Notification Email Address" means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.
- "Order Form" means the written or online order document indicating that Customer has signed up for the Services, describing the following, including but not limited to: the Services SKU ordered; Fees; and quantity, that is either submitted to Google by Customer or by Reseller on Customer’s behalf. Each Order Form is subject to the terms of this Agreement and the terms of the Purchase Agreement.
- "Renewal Term(s)" means the successive term(s) (if any) after the Initial Term as specified in Section 7.1.2 (Renewal Term), individually and collectively.
- "Reseller" means designees within Google’s applicable reseller or retail channels authorized to make the Services or Supported Chrome OS Hardware available to Customer.
- "Service Commencement Date" means after Google’s acceptance of the initial Order Form, the date Google makes the Services available to Customer. For clarity, unless specified otherwise in an Order Form or under the Purchase Agreement, and subject to Section 7.2 (Termination), Customer will remain licensed to use the Services from the Service Commencement Date through the lifetime of the device subject to Section 1.5 (Supported Chrome OS Hardware). More information about Chrome device licenses is available at the following URL: https://support.google.com/chrome/a/answer/2717664?hl=en
- "Services" means the Chrome OS and Education Services provided by Google to a Customer or as described at the following URL: https://support.google.com/chrome/a/answer/1289314?hl=en, or such other URL as Google may provide.
- "Software" means the Chrome OS Software, in binary executable form only, which is installed on the Supported Chrome OS Hardware.
- "Supported Chrome OS Hardware" means the proprietary Chrome OS computer hardware device described in the TSS Guidelines that Google supports and makes available to Customer directly or via a Reseller.
- "Supported Chrome OS Hardware End Of Life Policy" means Google’s device end of life policy available at the following URL: http://www.google.com/intl/en/chrome/devices/eol.html, or such other URL as Google may provide.
- "Term" means the Initial Term and each Renewal Term, individually and collectively.
- "Third Party Component Notice" means the notice available at the following URL: http://www.google.com/chromebook/business-education-tos-additional.html, or such other URL as Google may provide, and any updates Google may make to such notice from time to time
- "Third Party Products" means any non-Google branded products, software, or services.
- "Third Party Request" means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.
- "TSS" means the technical support services provided by Google for the Services identified in the Order Form.
- "TSS Guidelines" means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are available at the following URL: http://support.google.com/enterprise/terms, or other such URL as Google may provide.
By signing this Agreement, or (in the case of an online form), by clicking “I Accept”, or otherwise accepting the terms, You represent and warrant that You have full power and authority to accept this Agreement and each Order Form and bind Your company, employer, or other entity to the terms and conditions of the same.
Google Inc_Chrome OS for Entp License Agmnt for Chromebook Admin Console Mgmt Svcs_Entp&EDUCustomerMinimumTerms_ v.1.2_16April2018_NAM