This G Suite (Free) Agreement (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 the terms herein ("Customer"). This Agreement governs Customer's access to and use of the Services and will be effective as of the Effective Date. 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 governs Customer's access to and use of the Services.
- 1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. Google has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data. As part of providing the Services, Google may transfer, store and process Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.
- 1.2 Modifications.
- a. To the Services. Google shall have the right to change, suspend or discontinue any aspect of the Service at any time, without notice. If Google makes a material change to the Services, Google will inform Customer, provided that Customer has subscribed with Google to be informed about such change.
- b. To this Agreement. Google reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement at http://www.google.com/apps/intl/en/terms/standard_terms.html or such URL as Google may provide. Customer is responsible for regularly reviewing any updates to this Agreement. Any changes or modifications to this Agreement will become binding (i) by Customer's online acceptance of updated terms, or (ii) after Customer's continued use of the Service after such terms have been updated by Google.
- 1.3 Ads. Customer agrees that Google may serve Ads in connection with the Service.
2. Customer Obligations.
- 2.1 Compliance. Customer will use the Services in accordance with the Acceptable Use Policy. 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. In addition, Google will make other Non-G Suite Products (beyond the Services) available to Customer and its End Users in accordance with the Non-G Suite Product Terms and the applicable product-specific Google terms of service. If Customer does not desire to enable any of the Non-G Suite Products, Customer can enable or disable them at any time through the Admin Console.
- 2.2 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Google's responsibilities do not extend to the internal management or administration of the Services for Customer and that Google is merely a data-processor. Customer agrees that End Users may add or purchase third-party applications (subject to separate terms and conditions) from the G Suite Marketplace for use in their specific End User Accounts.
- 2.3 Aliases. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Names but Google may monitor emails sent to these aliases for Customer Domain Names to allow Google to identify Services abuse.
- 2.4 End User Consent. Customer's Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer's access, monitoring, use and disclosure of this data and Google providing Customer with the ability to do so and (ii) Google to provide the Services.
- 2.5 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Google of any unauthorized use of, or access to, the Services of which it becomes aware.
- 2.6 Restrictions on Use. Unless Google specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (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; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws. Customer is solely responsible for any applicable compliance with HIPAA.
- 2.7 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) provide Customer with the information or tools 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.
- 2.8 Usage Policies and Limits. Customer is permitted 10 End User Accounts. Customer shall comply with any additional usage policies and limits concerning use of the Service as requested by Google from time to time.
- 2.9 End Users. Customer agrees that End Users will comply with the Acceptable Use Policy and the End User Terms.
3. Domain Service.
Customer may, through Google's interface, register domain name(s) through or transfer domain name(s) to third party domain name registrars who have a contractual relationship with Google ("Registrar Partners"). Google's role in such registration is principally in suggesting a Registrar Partner to Customer, helping Customer to register Customer Domain Name(s) with such Registrar Partner and aiding in the setup of Services through such Registrar Partner. Google's Registrar Partners may change from time to time at Google's sole discretion. Customer must agree to the Registrar Partner's Terms and Conditions in order to register a domain name with that Registrar Partner. Customer understands that Customer has a separate contractual agreement with the Registrar Partner and that Customer is responsible for all liability, obligations, and fees as specified in that agreement. Any issues regarding availability, purchase, renewal, maintenance or other support relating to Customer's domain name registration should be addressed to such Registrar Partner and not Google.
- 3.1 Registration. Customer understands that Customer is the Registrant for Customer's domain name(s) as defined by the Internet Corporation for Assigned Names ("ICANN"). Customer agrees to comply with the relevant ICANN regulations and policies concerning Customer's Domain Name(s), including ICANN's Uniform Dispute Resolution Process. Customer agrees to submit and maintain Customer's registration information, including contact information for the registration and other contacts, as complete and accurate at all times. Customer also agrees and understands that though Customer may elect to keep Customer information out of the WHOIS database, if regulations regarding such election change, Customer's Registrar Partner or Google may disclose Customer's domain information as it reasonably believes necessary. To the extent that Customer names others to act on Customer's behalf as Registrant, Administrator or in any other capacity, Customer agrees that Customer is liable for any obligations or liability that its agents incur relating to Customer's domain(s) and Customer must have its agents accept these Terms and the Registrar Partner's Terms and Conditions.
- 3.2 Fees. Customer agrees that Customer shall be responsible for all fees concerning the Domain Service payable to Customer's Registrar Partner(s) and that Google may bill Customer for such fees. Google may collect such fees from Customer for payment to Customer's Registrar Partner(s), but is under no obligation to do so. During signup or through the Domain Service, Customer may choose to automatically renew Customer's Domain Name(s). If Customer so chooses, Google will convey Customer's request to Customer's Registrar Partner(s) and bill Customer for the then current fee for renewal when such payment is due.
- 3.3 Domain Records. Customer authorizes Google to correspond with Customer's Registrar Partner(s) on Customer's behalf and to make changes to Customer's records with such Registrar Partner(s) in order to facilitate the functioning of the Services offered under this Agreement. Customer authorizes Google to, at its option, become the Technical, Billing or other contact for domains registered through the Domain Service.
- 3.4 Transfer. Customer understands that Google may change its Registrar Partners or begin providing such domain name registration services itself at any time and at its sole discretion. In connection with such a change, Google may change Customer's Registrar. Customer authorizes Google to act as the agent of the Registrant for the limited purpose of requesting such a change and completing any necessary forms or agreements. Customer also authorizes Google to become and reset the Administrative Contact for the limited purpose of transferring Customer Domain Name(s) and completing any necessary forms or agreements.
The Service is provided at no charge to Customer provided that Customer agrees that Google may (a) add optional services to Customer or its End Users for a fee or (b) offer a premium version of the Service for a fee.
5. Technical Support Services.
Customer is responsible for responding to any questions and complaints by End Users or other third parties relating to Customer or its End Users' use of the Services. Google will make available the Help Center to Customer and its End Users.
- 6.1 Of End User Accounts by Google. If Google becomes aware of an End User's violation of the Agreement, then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google's request to Suspend an End User Account, then Google may do so. The duration of any Suspension by Google will be until the applicable End User has cured the breach which caused the Suspension.
- 6.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue.
7. Confidential Information.
- 7.1 Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this Section.
- 7.2 Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
- 7.3 Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
8. Intellectual Property Rights; Brand Features.
- 8.1 Intellectual Property Rights. Except as expressly set forth 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. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Services.
- 8.2 Display of Brand Features. Google may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Service Pages to indicate that the Services are provided by Google. Neither party may display or use the other party's Brand Features beyond what is allowed in this Agreement without the other party's prior written consent.
- 8.3 Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
Customer agrees that Google may include Customer's name or Brand Features in a list of Google customers, online or in promotional materials. 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. This section is subject to Section 8.3 (Brand Features Limitation).
10. Representations, Warranties and Disclaimers.
- 10.1 Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law).
- 10.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES 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 MAKES NO REPRESENTATIONS 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.
- 11.1 By Customer. Customer may discontinue use of the Service at any time.
- 11.2 By Google. Customer agrees that Google may at any time and for any reason terminate this Agreement and/or terminate the provision of all or any portion of the Service. Notwithstanding the foregoing, Google will provide at least thirty (30) days notice to Customer prior to terminating or suspending the Service; provided that the Service may be terminated immediately if (i) Customer has breached this Agreement or (ii) Google reasonably determines that it is commercially impractical to continue providing the Service in light of applicable laws.
- 11.3 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Google will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time; and (iii) after a commercially reasonable period of time, Google will delete Customer Data by removing pointers to it on Google's active servers and overwriting it over time.
Customer will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Acceptable Use Policy. 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.
13. Limitation of Liability.
- 13.1 Limitation on Indirect Liability. NEITHER PARTY 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.
- 13.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN ONE THOUSAND DOLLARS ($1000 USD).
- 13.3 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.
- 14.1 Notices. Unless specified otherwise herein: (a) all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact; and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
- 14.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
- 14.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
- 14.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
- 14.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
- 14.6 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
- 14.7 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
- 14.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- 14.9 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
- 14.10 Governing Law. 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, CALIFORNIA.
- 14.11 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
- 14.12 Survival. The following sections will survive expiration or termination of this Agreement: Sections 6 (Confidentiality), 7 (Intellectual Property; Brand Features), 9 (Representations, Warranties and Disclaimers), 10 (Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous).
- 14.13 Entire Agreement. This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
- 14.14 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms located at any URL.
- "Acceptable Use Policy" means the acceptable use policy for the Services available at http://www.google.com/apps/intl/en/terms/standard_terms.html or such other URL as may be provided by Google.
- "Admin Account(s)" means the administrative account(s) provided to Customer by Google for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Google will provide to Customer.
- "Admin Console" means the online tool provided by Google to Customer for use in reporting and certain other administration functions.
- "Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.
- "Ads" means online advertisements displayed by Google to End Users.
- "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 disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer's Confidential Information.
- "Customer Data" means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.
- "Customer Domain Names" mean the domain names owned or controlled by Customer, which will be used in connection with the Services.
- "Emergency Security Issue" means either: (a) Customer's use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customers' use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
- "End Users" means the individuals Customer permits to use the Services.
- "End User Account" means a Google-hosted account established by Customer through the Services for an End User.
- "End User Terms" means those terms located at the following URL: http://www.google.com/apps/intl/en/terms/user_terms.html, or such other URL as Google may provide.
- "Export Control Laws" means all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, tradeand 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.
- "Help Center" means the Google help center accessible at http://www.google.com/support/a, or other such URL as Google may provide.
- "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
- "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.
- "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
- "Non-G Suite Products" means Google products which are not part of the Services, but which may be accessed by End Users using their End User Account login and password. The Non-G Suite Products are set forth at the following URL: http://www.google.com/support/a/bin/answer.py?hl=en&answer=181865 or such other URL as Google may provide.
- "Non-G Suite Product Terms" means the terms found at the following URL: http://www.google.com/apps/intl/en/terms/additional_services.html, or such other URL as Google may provide.
- "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.
- "SDN List" is the US Treasury Department's List of Specially Designated Nationals.
- "Service Pages" mean the web pages displaying the Services to End Users.
- "Services" means those services (e.g. G Suite Premier Edition, G Suite or G Suite (Free), etc.) which are more fully described here: https://gsuite.google.com/terms/user_features.html, or other such URL as Google may provide.
- "Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
- "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.
- "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.