Version	Comments
	Mar 21, 2019	A new version has been posted.
	Jan 27, 2019	A new version has been posted.
	Dec 14, 2018	New terms have been published.
	Nov 15, 2018	Changes to "Customer Domain", "Restrictions on Use", "Billing", and the definition of "Order Form" has been updated.
	Jun 5, 2018	A few clarifications have been added throughout this policy.
	Sep 29, 2016	This policy has been completely revamped after the renaming from Google Apps to "G Suite".
	Jul 22, 2014	Major changes under the following sections: Services, Billing and Payment, Term, and Indemnification. The version date in the document is July 22, 2014 but the changes were published on September 1st 2014.
This version has been updated silently, without a change to the posted "last modified" date. This means that without ParanoidPaul, you wouldn't have known the document was updated! The date displayed for this row is when ParanoidPaul detected the change.	Aug 22, 2012	A new condition was added to determine the effectiveness of this agreement.
	Mar 28, 2012	A new section was added on "Google Apps Vault"
This version has been updated silently, without a change to the posted "last modified" date. This means that without ParanoidPaul, you wouldn't have known the document was updated! The date displayed for this row is when ParanoidPaul detected the change.	Mar 9, 2012	Small change in section 8. Publicity
	Aug 24, 2011	Major revision.
	Jul 22, 2011	This is the initial version that ParanoidPaul captured. It is not necessarily the first version of the document.
	Indicates that the document has been updated silently, without a change to the posted "last modified" date!

G SUITE (ONLINE) AGREEMENT 

	 Go to the Additional Terms for services made available with the new accounts infrastructure     

	 This G Suite (Online) Agreement (the “Agreement”) is entered into by and between Google LLC, 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 you click the “I Accept” button below or, if applicable, the date the Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or the applicable entity to these terms and conditions;terms; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the party that you represent to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity please do not click the “I Accept” button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer's access to and use of the Services as ordered in the applicable Order Form.  

	 1. Services. Google will provide the Services ordered in the applicable Order Form in accordance with the applicable SLA. Customer may use the Services ordered in the applicable Order Form in accordance with this Agreement. 

 	 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. 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 No Ads. Notwithstanding any other term of the Agreement, Google will not process Customer Data for Advertising purposes or serve Advertising in the Services. 
 	 1.3 New Features or 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. 
 	 1.4 Verification to Use Services. Customer must verify a Domain Email Address or a Domain Name to use the Services. If Customer does not have valid permission to use the Domain Email Address or does not own or control the Domain Name, then Google will have no obligation to provide Customer with the Services and may delete the Account without notice. 
 	 1.5 Service Specific Terms. The Service Specific Terms are incorporated by this reference into the Agreement. 


	 1.42. Modifications. 

 	 (a) Changes	 2.1 Modifications to Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Core Services, Google will inform Customer, by either sending an email to the Notification Email Address or alerting Customer through the Admin Console. 
 	 (b) Changes to URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to the URL Terms, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer through the Admin Console. Material changes to the URL Terms will become effective 30 days after the notice is given, except if the changes apply to new functionality in which case the changes will be effective immediately. If the change has a material adverse impact on Customer, and the change, is not a result of Google complying with a court order or applicable law, Customer may notify Google within thirty days after being informed of the change that Customer does not agree with the change. If Customer notifies Google as required, then Customer will remain governed by the terms in effect immediately prior to the change until the earlier of: (i) the end of the then-current Term or (ii) 12 months after Google informs Customer of the change, unless the modification to the URL Terms is in response to a court order or to comply with applicable law. If the Agreement renews, it will do so under the updated URL Terms. 
 	 (c) Discontinuance of Services. Subject to Section 1.4(d), Google can discontinue any Services or any portion or feature for any reason at any time without liability to Customer. 
 	 (d) Deprecation Policy. Google will notify Customer if it intends to make a Significant Deprecation. Google will use commercially reasonable efforts to continue to provide the Core Services without a Significant Deprecation for at least one year after that notification, unless (as Google determines in its reasonable good faith judgment): (i) otherwise required by law or by contract (including if there is a change in applicable law or contract), or (ii) doing so could create a security risk or a substantial economic or technical burden. This policy is the “Deprecation Policy.” 

  	 1.5 Customer Domain Name.	 (a) Deprecation Policy. Google will notify Customer at least 12 months before a Significant Deprecation unless Google reasonably determines that: (i) Google is responsible for obtaining and maintaining any rights necessary for Customer’s and Google’s use ofnot permitted to do so by law or by contract (including if there is a change in applicable law or contract), or (ii) continuing to provide the Customer Domain Names underService that is subject to the Agreement. GoogleSignificant Deprecation could create a (A) security risk or Reseller may verify that Customer owns(B) substantial economic or controlstechnical burden. 
 	 (b) Other Modifications. Subject to Section 2.1(a) (Deprecation Policy), Google may make changes to the Customer Domain Names. If Customer does not own,Services, which may include adding, updating, or control,discontinuing any Services or portions of feature(s) of the Customer Domain Names, thenServices. Google will have no obligation to providenotify Customer withof any material change to the Core Services. 
 	 1.6 Service Specific Terms. The Service Specific Terms are incorporated by this reference into the Agreement. 

	 2. Customer Obligations.2.2 Modifications to URL Terms. 

 	 2.1 Compliance. Customer must ensure that all use of the Services by Customer and its End Users complies with this Agreement including the Acceptable Use Policy. 
 	 2.2 Additional Products.(a) Changes to URL Terms. Google may make Additional Products available to Customer and its End Users in accordance withchange the applicable product-specific Additional Product Terms. Except to the extent described in the Additional ProductURL Terms, Additional Products are not subject to or governed by this Agreement. Customer can enable or disable Additional Products and is not requiredSection 2.2(d) (Objection to use Additional Products in order to use the Services.Changes). 
 	 2.3 Customer Administration(b) Notification of the Services. Customer may specify one or more Administrators through the Admin Console whoMaterial Changes. Google will have the rights to access Admin Account(s) and to administer the End User Accounts.notify Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorizedany material change to access the Admin Account(s); andURL Terms. 
 	 (c) ensuring that all activities that occur in connection withWhen Changes take Effect. Material changes to the Admin Account(s) comply withURL Terms will become effective 30 days after the Agreement. Customer agreesnotice is given, except that Google’s responsibilities do not extend(i) materially adverse SLA changes will become effective 90 days after notice is given; and (ii) changes applicable to the internal managementnew Services or administration of the Services for Customer and that Google is merely a data-processor.functionality will be effective immediately. 

	 2.4 Administrator Access; End User Consent.(d) Objection to Changes. Unless Google’s change to the URL Terms is required by a court, judicial or administrative order issued by the competent authority or by applicable law, or applies to new Services or Functionality, then the following will apply: 

 	 (a) Administrator Access. Administrators will have(i) If a change to the abilityURL Terms has a material adverse impact on Customer, then Customer may object to access all Customer’s End User Accounts, including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts.change by notifying Google within 30 days after Google provides notice. 
 	 (b) Reseller as Administrator.(ii) 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,so notifies Google, then Customer is solely responsible for: (i) any accesswill remain governed by Reseller to Customer’s Account or Customer’s End User Accounts; and (ii) definingthe URL Terms in effect immediately before the Reseller Agreement any rights or obligations as between Reseller and Customer with respect tochange until the Services. 
 	 (c) End User Consent. Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to haveearlier of: (A) the access described in this Agreement; and (ii) Google’s provisionend of the Services to Administrators and End Users.then-current Order Term or (B) 12 months after the notice was given. 

  	 2.5 Unauthorized Use.	 3. 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; (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws; (f) use or access the Services in a manner intended to avoid incurring Fees; or (g) use the Services on behalf of or for the benefit of any entity or person who is prohibited from using the Services by United States laws or regulations. Customer is solely responsible for any applicable compliance with HIPAA. 
 	 2.7 Support. 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. 
 	 2.8 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.Obligations. 

	 3. Billing 	 3.1 Compliance. Customer will (a) ensure that Customer and Payment.its End Users’ use of the Services, including all access to and use of Customer Data by it and its End Users, complies with this Agreement and with any of its applicable contract terms or policies, including any employment contracts or employer’s policies regarding technology usage, security, or confidentiality; (b) use commercially reasonable efforts to prevent unauthorized access or use of the Services; and (c) promptly notify Google of any unauthorized use of, or access to, the Services of which Customer becomes aware. 
 	 3.2 Additional Products. Google makes optional Additional Products available to Customer and its End Users. Use of Additional Products is subject to the Additional Product Terms. 

 	 3.1 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 3 (Payment) will not apply; (c) Google will provide to Reseller any refunds or credits that may be due in respect	 3.3 Administration 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.Services. 

	 3.2 Billing. Customer 	 (a) Admin Console. Google will pay all Feesprovide Customer access to the Admin Console for the Services. Google’s measurement tools will be usedAdministrator to determine Customer’s usagemanage its use of the Services.Services (and use of the Services by its End Users, if applicable). Customer may electuse the Admin Console to specify one or more Administrators who will have the rights to access Admin Account(s). Customer is responsible for: (a) maintaining the confidentiality and security of the following billing options,End User Accounts and associated passwords; and (b) any use of the End User Accounts. Customer agrees that Google’s responsibilities do not extend to the internal management or from among other options offered by Google, when placing its orderadministration of the Services for Customer or any End Users. 
 	 (b) Administrator Access to End User Accounts. An Administrator will have the ability to access, monitor, use, modify, withhold, or disclose Customer Data associated with any End User Accounts and control End User’s access to the Services. GoogleAn Administrator may change its offeringalso have the ability to: (i) control account settings for End User Accounts (including changing End User Account passwords) and (ii) remove or disable any Services or Additional Products or other services/products enabled or installed using the End User Account. Use of billing options, including by limitingAdditional Products or ceasingother services/products with the End User Accounts is at Customer’s own risk. 
 	 (c) Reseller as Administrator. If Customer orders Services via Reseller, at Customer’s discretion, Reseller may have access to offerCustomer’s Account and Customer’s End User Accounts. As between Google and Customer, Customer is solely responsible for: (i) any billing option, upon thirty days written noticeaccess 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 (which may be by email). Billing options may not be availablewith respect to all customers.the Services. 
 	 (d) Consents. Customer may pay forwill obtain and maintain all required consents to permit: (i) Customer’s, and its End Users’ if applicable, use of the Services using the payment options listed in Section 3.3 below.Services; and (ii) accessing, storing, and processing of Customer Data under this Agreement. 

 	 (a) Monthly Plan. If Customer selects this option, 	 3.4 Use Restrictions. Customer will not, and will not be committedallow End Users or third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to purchaseextract any of the source code of the Services for a pre-defined term, but will pay for(except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer or distribute any of the Services; (c) sell, resell, or otherwise make the Services onavailable to a monthly basis. Google will bill Customer: (i) Fees based upon Customer’s daily usagethird party as part of a commercial offering that does not have material value independent of the Services duringServices; or (d) access or use the preceding month; andServices: (i) for High Risk Activities; (ii) monthly in arrearsa manner intended to avoid incurring Fees; (iii) for its use ofmaterials or activities that are subject to the Services. Google will provide Customer withInternational Traffic in Arms Regulations (ITAR) maintained by the monthly rate forUnited States Department of State; (iv) in a manner that breaches, or facilitates the Services when Customer ordersbreach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA. Unless otherwise permitted in the Services,Service Specific Terms, Customer will not use, and will use this ratenot allow End Users to calculateuse, the Fees, on a prorated basis, for Customer’s daily usage during that month. Any partial day of Services usages will be rounded up to a full day of Services usage for the purposes of calculating Fees.place or receive emergency service calls. 
 	 (b) Annual Plan. If3.5 Abuse Monitoring. Customer selects this option, Customer will be committedis solely responsible for monitoring, responding to and otherwise processing emails sent to purchasing the Services from“abuse” and “postmaster” aliases for any Domain Name(s) verified for use with the Services, but Google may monitor emails sent to these aliases for an annual term.Domain Names to allow Google will bill Customer according to the terms associatedidentify Services abuse. 
 	 3.6 Requesting Additional End User Accounts During Order Term. Customer may purchase additional End User Accounts during an Order Term by: (a) executing an additional Order Form with Customer’s electionsGoogle or Reseller, as applicable, or (b) via the Admin Console. Such additional End User Accounts will have a pro-rated term ending on the last day of the applicable Order Form.Term. 

	 3.34. Payment. All payments due are in U.S. dollars unless otherwise indicated on the Order Form or invoice. 

 	 4.1 Orders via Reseller. If Customer orders the Services from Reseller, then: (a) Credit Card or Debit Card. Feesfees for orders where Customer is paying with a credit card, debit card or other non-invoice form of payment, are due at the end of the month during which Customer received the Services. For credit cards, or debit cards, as applicable: (i) GoogleServices will chargebe set between Customer for all applicable Fees when due and (ii) these Fees are considered delinquent thirty days after the end of the month during which Customer receivedReseller, and any payments will be made directly to Reseller under the Services. 
 	Reseller Agreement; (b) Invoices. Payments for invoices are due thirty days after the invoice date, unless otherwise specified onremaining provisions in this Section 4 (Payment) will not apply to the Order Form, and are considered delinquent after such date. 
 	Services; (c) Other Forms of Payment.Customer will receive applicable Service Credits (if any) from Reseller; (d) Customer may change its payment method to those available withinrequest additional End User Accounts during the Admin Console.Order Term by contacting Reseller; and (e) Google may enable other forms of payment by making them available in the Admin Console. These other forms of payment may beshare Customer Confidential Information with Reseller as a Delegate subject to additional terms which Customer may have to accept prior using the additional formsSection 7.1 (Confidentiality Obligations) of payment.this Agreement. 

  	 3.4 Delinquent Payments. Delinquent payments may bear interest at	 4.2 Usage and Invoicing. Customer will pay all Fees for the rateServices. Google will invoice Customer all Fees for the Services. Google’s measurement tools will be used to determine Customer’s usage of one-and-one-half percent per month (or the highest rate permitted by law, if less)Services. Customer may elect one of the following billing options, or from among other options offered by Google, when placing its order for the payment due date until paid in full.Services. Google may change its offering of billing options, including by limiting or ceasing to offer any billing option, upon thirty days’ written notice to Customer will(which may be responsible for all reasonable expenses (including attorneys' fees) incurred by Google in collecting such delinquent amounts, except where such delinquent amounts are dueemail). Billing options may not be available to Google's billing inaccuracies.all customers. Customer may pay for the Services using the payment options listed in Section 4.3 (Payment) below. 

	 3.5 Purchase Orders. 	 (a) Monthly Plan. If Customer selects this option, Customer will not be committed to purchase the Services for a pre-defined term, but will pay for the Services on a monthly basis. Google will bill Customer: (i) Fees based upon Customer’s daily usage of the Services during the preceding month; and (ii) monthly in arrears for its use of the Services. Google will provide Customer with the monthly rate for the Services when Customer orders the Services, and will use this rate to calculate the Fees, on a prorated basis, for Customer’s daily usage during that month. Any partial day of Services usages will be rounded up to a full day of Services usage for the purposes of calculating Fees. 
 	 (b) Annual Plan. If Customer selects this option, Customer will be committed to purchasing the Services from Google for an annual term. Google will bill Customer according to the terms associated with Customer’s elections on the Order Form. 

 	 (a) Required. If Customer wants a Purchase Order number on its invoice, Customer will inform Google and issue a Purchase Order to Google. If Customer requires a Purchase Order, and fails to provide the Purchase Order to Google, then Google will not be obligated to provide the Services until the Purchase Order has been received by Google. Any terms and conditions on a Purchase Order do not apply to this Agreement and	 4.3 Payment. All payments due are null and void. 
 	 (b)Not Required. If Customer does not require a Purchase Order number to be includedin U.S. dollars unless otherwise indicated on the invoice, Customer will provide Google a waiver of the Purchase Order requirement, which may be an email to this effect. If Customer waives the Purchase Order requirement, then: (a) Google will invoice Customer without a Purchase Order; and (b) Customer agrees to pay invoices without a Purchase Order.Form or invoice. 

  	 3.6 Taxes. Customer is responsible	 (a) Credit Card or Debit Card. Fees for any Taxes, andorders where Customer will pay Google for the Services without any reduction for taxes. If Google is obligated to collect or remit Taxes imposed on Customer, the Taxes will be invoiced to Customer, unless Customer provides Googlepaying with a timely and valid tax exemption certificate (orcredit card, debit card or other documentation as required for the exemption) authorized by the appropriate taxing authority. In some jurisdictions the sales tax isnon-invoice form of payment, are due on the total purchase price at the timeend of sale and must be invoiced and collected at the time ofmonth during which Customer received the sale. 

  	 4. Technical Support Services. For credit cards, or debit cards, as applicable: (i) Google will provide TSS tocharge Customer for all applicable Fees when due and (ii) these Fees are considered overdue thirty days after the end of the month during which Customer received the Term in accordance withServices. 
 	 (b) Invoices. Payments for invoices are due thirty days after the TSS Guidelines subject to paymentinvoice date, unless otherwise specified on the Order Form, and are considered overdue after such date. 
 	 (c) Other Forms of support Fees, if applicable.Payment. Customer acknowledges and agrees that Reseller may disclose End User personal datachange its payment method to those available within the Admin Console. Google as reasonably requiredmay enable other forms of payment by making them available in order for Resellerthe Admin Console. These other forms of payment may be subject to handle any support issues thatadditional terms which Customer may choosehave to escalate to or via Reseller. 

	 5. Suspension.accept prior using the additional forms of payment. 

 	 5.1 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. 
 	 5.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Google Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, Google will provide Customer the reason for the Suspension as soon as is reasonably possible.	 4.4 Overdue Payments. 

	 5.3 Suspension 	 (a) Customer’s payment of Fees is overdue if Google has not received it by the payment due date. If Customer’s payment is overdue, Google may (i) charge interest on the overdue amount at 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full, and (ii) Suspend or terminate the Services. 
 	 (b) Customer will reimburse Google for Non-Payment.all reasonable expenses (including attorneys' fees) incurred by Google in collecting overdue payments, except where such payments are due to Google's billing inaccuracies. 

 	 (a) Automatic Suspension. 	 4.5 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will have thirty days to pay Google delinquent Fees.provide a purchase order number in the Order Form. If Customer does not pay Google delinquent Fees within thirty days,provide a purchase order number, then: (a) Google will automatically suspend Customer’s use of the Services. The duration of this suspension will be untilinvoice Customer pays Google all outstanding Fees. 
 	without a purchase order number; and (b) During Suspension. If Customer iswill pay invoices without a purchase order number. Any terms on a monthly billing plan, andpurchase order are void. 
 	 4.6 Taxes. Taxes are not included in the Fees. Customer is suspended for non-payment, Google will stop charging Customer monthly Fees during Customer’s suspensionpay Taxes for non-payment.the Services. If legally required, Customer has an annual commitment to Google for the Services, Google will continuewithhold Taxes from its payments to chargeGoogle and provide a withholding Tax certificate. Unless Customer monthly Fees during Customer’s suspension for non-paymentprovides a timely and valid tax exemption certificate, Customer mustwill pay all outstanding Fees in order to resume its use ofany invoiced Taxes for the Services. Without limiting Customer’s obligation to pay Fees, Customer will withhold Taxes if legally required. 
 	 (c) Termination After Suspension. If Customer remains suspended for non-payment for more than sixty days,4.7 Price Revisions. Google may terminatemodify its Prices at any time unless otherwise expressly agreed in an addendum or Order Form. Google will notify Customer for cause pursuant to Section 11.at least 30 days in advance of any Price increases. 

  	 5.4 Suspension5. Technical Support Services. Google will provide TSS to ComplyCustomer during the Order Term in accordance with Laws. Google may at its sole discretion Suspend the provisionTSS Guidelines subject to payment of any Services at any timesupport Fees, if applicable. If Customer orders the Services from Reseller, then Customer acknowledges and agrees that Reseller may disclose Customer Data to Google as reasonably required in order for Reseller to comply withhandle any applicable law.support issues that Customer escalates to or via Reseller. 

	 6. Confidential Information.Suspension. 

 	 6.1 Obligations. SubjectLimitations on Services Suspension. Google may Suspend Services as described in Sections 6.2 (AUP Breaches) and 6.3 (Emergency Suspension). Any Suspension under those Sections will be to Sectionthe minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply with applicable law. 
 	 6.2 (DisclosureAUP Breaches. If Google becomes aware that Customer’s or any End User’s use of Confidential Information the recipientServices breaches the AUP, Google will not discloserequest that Customer correct the discloser’s Confidential Information, exceptbreach. If Customer fails to employees, Affiliates, agents,correct such breach within 24 hours or professional advisors (“Delegates”) who needsuch request, or if Google is otherwise required by law to know it and who have a legal obligation to keep it confidential. The recipient willtake action, then Google may Suspend Services. 
 	 6.3 Emergency Suspension. Google may immediately Suspend Customer’s or any End User’s use of the Confidential Information onlyServices or an End User Account if: (a) there is an Emergency Security Issue, or (b) Google is required to exercise rights and fulfill obligations under this Agreement, while using reasonable care The recipient will ensure that its Delegates are also subjectSuspend such use to comply with applicable law. At Customer’s request, unless prohibited by law, Google will notify Customer of the same non-disclosure and use obligations.basis for the Suspension as soon as is reasonably possible. For Suspensions of End User Accounts, Google will provide Customer’s Administrator the ability to restore End User Accounts in certain circumstances. 

	 6.2 Disclosure of Confidential Information.7. Confidentiality. 

 	 (a) General.7.1 Obligations. Subject to Section 6.2(b), the recipient may disclose the discloser’s7.2 (Disclosure of Confidential Information (i) in accordance with a Legal Process or (ii) with the discloser’s written consent. 
 	 (b) Notification. BeforeInformation) the recipient discloseswill use the discloser’sother party’s Confidential Information in accordance with a Legal Process, theonly to exercise rights and fulfill obligations under this Agreement. The recipient will use commercially reasonable effortscare to promptly notifyprotect against disclosure of the discloser Google will give notice viaother party’s Confidential Information to other parties other than the Notification Email Address. The recipient does notrecipient’s employees, Affiliates, agents, or professional advisors (“Delegates”) who need to provide notice before disclosure if theknow it and who have a legal obligation to keep it confidential. The recipient is informedwill ensure that (i) it is legally prohibited from giving notice or (ii) the Legal Process relatesits Delegates are also subject to exceptional circumstances involving danger of death or serious physical injury to any person. 
 	 (c) Opposition. Recipient will comply with the other party’s reasonable requests opposing disclosure of its Confidential Information.same non-disclosure and use obligations. 

	 7. Intellectual Property Rights; Brand Features.7.2 Disclosure of Confidential Information. 

 	 7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party(a) General. Regardless of any rights, implied or otherwise, toother provision in the other’s content or any ofAgreement, the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and the Applicationrecipient or Project (if applicable), and Google owns all Intellectual Property Rights in the Services and Software. 
 	 7.2 Display of Brand Features. Google may display only those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. CustomerAffiliates 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 usedisclose the other party’s Brand Features beyond what is allowedConfidential Information (i) in this Agreement withoutaccordance with a Legal Process, subject to Section 7.2(b) (Legal Process Notification) or (ii) with the other party’s prior written consent. 
 	 7.3 Brand Features Limitation. Any(b) Legal Process Notification. The recipient will use of a party’s Brand Features will inurecommercially reasonable efforts to notify the benefit of theother party holding Intellectual Property Rightsbefore disclosing that party’s Confidential Information in those Brand Features. A party may revokeaccordance with Legal Process. Notice is not required before disclosure if the other party’s rightrecipient is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to useexceptional circumstances involving danger of death or serious physical injury. 
 	 (c) Opposition. The recipient and its Brand Features pursuant to this AgreementAffiliates will comply with written notice to the other and aparty’s reasonable periodrequests to stop the use.oppose disclosure of its Confidential Information. 

 8. 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. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.Property. 

	 9. Representations, Warranties 	 8.1 Intellectual Property Rights. Except as expressly stated in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or Intellectual Property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data, and Disclaimers.Google retains all Intellectual Property Rights in the Services. 
 	 8.2 Brand Features. Google will display only those Customer Brand Features that Customer authorizes Google to display by uploading them into the Services. Google will display those Customer Brand Features within designated areas of the web pages displaying the Services to Customer or its End Users. Google may also display Google Brand Features on such web pages to indicate that the Services are provided by Google. 
 	 8.3 Feedback. At its option, Customer may provide Feedback about the Services to Google. If Customer provides Feedback, then Customer assigns to Google all right, title, and interest in that Feedback. 

 	 9.1 Representations 	 9. Marketing and Warranties.Publicity. Each party representsmay use the other party’s Brand Features in connection with this Agreement only as permitted in the Agreement. Customer may state publicly that (a) it has full poweris a Google customer and authority to enter intodisplay Google Brand Features in accordance with the Agreement;Trademark Guidelines. Google may (a) orally state that Customer is a Google customer and (b) it will comply with all laws and regulations applicable to its provision,include Customer’s name or use,Customer Brand Features in a list of the Services, as applicable. Google warrants that itcustomers in Google’s promotional materials. Any use of a party’s Brand Features will provideinure to the Services in accordance withbenefit of the applicable SLA. 
 	 9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) NEITHER PARTY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FORparty holding Intellectual Property Rights to those Brand Features. A PARTICULAR USE AND NONINFRINGEMENT; AND (B) NEITHER GOOGLE NOR ITS SUPPLIERS WARRANTS THAT OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. 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.party may revoke the other party’s right to use its Brand Features with written notice to the other party and a reasonable period to stop the use. 

	 10. TermRepresentations, Warranties and Disclaimers. 

 	 10.1 Agreement Term. This AgreementRepresentations and Warranties. Each party represents that it: (a) has full power and authority to enter into the Agreement; and (b) will remain in effect forcomply with all laws and regulations applicable to its provision, or use, of the Term.Services, as applicable. 
 	 10.2 Term and Purchases During Term. Google will provide the Services to Customer during the 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.DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE (A) DOES NOT MAKE ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES; AND (B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION MADE ACCESSIBLE THROUGH THE SERVICES. UNLESS OTHERWISE STATED IN AGREEMENT, CUSTOMER ACKNOWLEDGES THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING EMERGENCY SERVICES CALLS. 

	 10.3 Renewal.11. Term and Termination. 

 	 (a) With a Monthly Plan. With a Monthly Plan Customer is not committed to purchase the Services for a pre-defined term. As a result, there is no renewal event11.1 Agreement Term. This Agreement will remain in effect for the Monthly Plan. Rather, Google will continue billing Customer fees consistent with Section 3.1(a) above. 
 	 (b) With an Annual Plan. At the end of each Term, the Services will renew consistent with Customer’s elections on the Order Form or Admin Console. 
 	 (c) Generally. Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Google via the Admin Console. Customer will continue to pay Google the then-current Fees for each renewed End User AccountTerm unless Customer and Google mutually agree otherwise. If one party does not want the Services to renew, then it will provideexpires or is terminated in accordance with the other party written notice to this effect at least fifteen days prior to the end of the then current Term. This notice of non renewal will be effective upon the conclusion of the then current Term.Agreement. 

  	 10.4 Requesting End User Accounts. Customer may request additional End User Accounts during a Term by: (i) contacting its designated Google Account Manager or Reseller, as applicable; or (ii) ordering End User Accounts via the Admin Console. 
 	 10.5 Revising Rates. Google may revise its rates for the following Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Term.	 11.2 Renewal. 

	 11. Termination. 	 (a) With a Monthly Plan. With a Monthly Plan Customer is not committed to purchase the Services for a pre-defined term. As a result, there is no renewal event for the Monthly Plan. Rather, Google will continue billing Customer fees consistent with Section 4.1(a) above. 
 	 (b) With an Annual Plan. At the end of each Order Term, the Services will renew consistent with Customer’s elections on the Order Form or Admin Console. 
 	 (c) Generally. Customer may alter the number of End User Accounts to be renewed via the Admin Console. Customer will continue to pay Google the then-current Fees for each renewed End User Account unless Customer and Google mutually agree otherwise. If one party does not want the Services to renew, then it will provide the other party written notice to this effect at least fifteen days before the end of the then current Order Term. This notice of non renewal will be effective upon the conclusion of the then current Order Term. 

 	 11.1 	 11.3 Termination for Cause.Breach. Either party may suspend performance or terminate thisthe Agreement if: (i)if the other partyparty: (a) is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other partyor (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii)days. 
 	 11.4 Termination for Inactivity. Google reserves the other party is in material breachright to terminate the Agreement and the provision of this Agreement more than two times notwithstanding any curethe Services upon 30 days advance notice if, for a period of such breaches.60 consecutive days, Customer, including any End Users: (a) has not accessed the Admin Console or (b) has not used the Services. 
 	 11.211.5 Effects of Termination. If thisthe Agreement terminates or expires, then all Order Forms also terminate or expire, as applicable. If the Agreement terminates or expires, then: (i) the(a) all rights granted by one party to the other will cease immediately (except as set forth in Section 11.2 and Section 14.12 (Survival)); (ii) Customer will not have access to, or the ability to export, the Customer Data afterServices under the effective date of termination or expiry of the Agreement; (iii) all Fees owed by Customer to Google are immediately due; (iv) CustomerAgreement will not haveterminate (including access to, or the ability to export, Customer Data after the effective date of termination or expiry of the AgreementData); and will be responsible for determining whether (and the extent to which) to use the functionality of the Services to delete Customer Data prior to such date; (v)(b) Google will deletesend Customer Data in accordance with the terms of the Agreement; and (vi) upon request each partya final invoice. 
 	 11.6 Survival. The following Sections will promptly use reasonable efforts to returnsurvive expiration or destroy any remaining Confidential Informationtermination of the other party. If a Customer on an annual plan terminates the Agreement prior to the conclusionthis Agreement: Section 4 (Payment), 7 (Confidentiality), 8 (Intellectual Property), 10.2 (Disclaimer), 11.5 (Effects of its annual plan, Google will bill Customer,Termination), 12 (Indemnification), 13 (Liability), 15 (Miscellaneous) and Customer is responsible for paying Google, for the remaining unpaid amount of Customer’s annual commitment.16 (Definitions). 

	 12. Defense and Indemnity.Indemnification. 

 	 12.1 Google Indemnification Obligations. Subject to Section 12.4 (Conditions), Google will defend Customer and any of its Affiliates participating under this Agreement (“Customer Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that Customer Indemnified Parties' use in accordance with this Agreement of Google's technology used to provide the Services (excluding any open source software) or of Google's Brand FeaturesGoogle Indemnified Materials infringes the third party's Intellectual Property Rights. 
 	 12.2 Customer Indemnification Obligations. Subject to Section 12.4 (Conditions),Unless prohibited by applicable law, Customer will defend Google and its Affiliates (“Google Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) any Customer Data, Customer Brand Features, and Application, Project and Instance (if applicable);Indemnified Materials; or (b) Customer’s or an End User’s use of the Services in violation of the Acceptable Use Policy.Policy or the Use Restrictions. 
 	 12.3 Indemnification Exclusions. This Section 12Sections 12.1 (Google Indemnification Obligations) and 12.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from: modifications to(a) the indemnifyingindemnified party’s technology or Brand Features by anyone other thanbreach of the indemnifying party;Agreement; or (b) a combination of the indemnifying party’s technologyGoogle Indemnified Materials or Brand FeaturesCustomer Indemnified Materials (as applicable) with materials not provided by the indemnifying party.party under the Agreement, unless the combination is required by the Agreement. 

	 12.4 Indemnification Conditions. Obligations under Sections 12.1 (Google Indemnification Obligations) and 12.2 (Customer’s Indemnification Obligations) are conditioned on the following: 

 	 (a) The indemnified party hasmust promptly notifiednotify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperatescooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 12.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under SectionSections 12.1 (Google Indemnification Obligations) or 12.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. 
 	 (b) The indemnified party tendersmust tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. 

	 12.5 Remedies. 

 	 (a) 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. 
 	 (b) If Google does not believe the remedies in Section 12.5(a) are commercially reasonable, then Google may suspendSuspend or terminate Customer’s use of the impacted Services. 

  	 12.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 12 (Indemnification) states the parties’ only rightssole and obligationsexclusive remedy under this Agreement for any third party'sparty allegations of Intellectual Property Rights allegations and Third-Party Legal Proceedings.Infringement covered by this Section 12 (Indemnification). 

	 13. Limitation of Liability. 

	 13.1 Limitations. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 13.2 (EXCEPTIONS TO LIMITATIONS),Limited Liabilities. 

 	 (a)(A) TO THE EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 13.2 (UNLIMITED LIABILITIES), NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (i) THE OTHER PARTY’SAGREEMENT FOR ANY: (I) LOST REVENUES (ii)REVENUES, PROFITS, SAVINGS OR GOODWILL; OR (II) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR (iii) EXEMPLARYINCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; ANDDAMAGES. 
 	 (b)(B) EACH PARTY'SPARTY’S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THISTHE AGREEMENT IS LIMITED TO THE AMOUNTFEES PAID BY CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE MONTHS12 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY. 

  	 13.2 Exceptions to Limitations.Unlimited Liabilities. NOTHING IN THISTHE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (A) DEATH ORDEATH, PERSONAL INJURY OR TANGIBLE PERSONAL PROPERTY DAMAGE RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (B) ITS FRAUD OR FRAUDULENT MISREPRESENTATION; (C) OBLIGATIONS UNDER SECTION 12 (DEFENSE AND INDEMNITY);(INDEMNIFICATION); (D) ITS INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (E) ITS PAYMENT OBLIGATIONS;OBLIGATIONS UNDER THE AGREEMENT; OR (F) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

	 14. Miscellaneous. 

 	 14.1 Notices. Google may provide any notice to Customer under this Agreement by: (a) sending an email to Notification Email Address or by (b) posting a notice in the Admin Console. Customer may provide notice to Google under this Agreement by sending an email to Google’s legal department at legal-notices@google.com. Notice will be treated as received when (x) the email is sent, whether or not the other party has received the email or (y) notice is posted in the Admin Console. Customer is responsible for keeping its Notification Email Address current throughout the Term. 
 	 14.2 Emails. Under this Agreement, the parties may use emails to satisfy written approval and consent requirements. 
 	 14.3 Assignment. Neither party may assign or transfer any part of thisthe Agreement without the written consent of the other party, except to an Affiliate, but only if:Affiliate where: (a) the assignee agrees in writing to be bound by the terms of thisthe Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior toif the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. 
 	 14.314.4 Change of Control. UponIf a party experiences a change of control (for example, through a stock purchase or sale, merger, orControl other form of corporate transaction):than an internal restructuring or reorganization: (a) thethat party experiencing the change of control will providegive written notice to the other party within thirty30 days after the change of control;Control; and (b) the other party may immediately terminate thisthe Agreement any time between the change of control and thirtywithin 30 days after it receives thethat written notice in subsection (a).notice. 
 	 14.414.5 Force Majeure. Neither party will be liable for inadequatefailure or delay in performance of its obligations to the extent caused by a condition (for example,circumstances beyond its control, including acts of God, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyondriots, or war. 
 	 14.6 Subcontracting. Google may subcontract obligations under the party’s reasonable control.Agreement but will remain liable to Customer for any subcontracted obligations. 
 	 14.514.7 No Waiver. Failure to enforce any provision of this AgreementNeither party will be treated as having waived any rights by not constitute a waiver.exercising (or delaying the exercise of) any rights under the Agreement. 
 	 14.614.8 Severability. If any provisionSection (or part of thisa Section) of the Agreement is foundinvalid, illegal, or unenforceable, the balancerest of the Agreement will remain in full force and effect. 
 	 14.714.9 No Agency. The parties are independent contractors, and this Agreement does not create anany agency, partnership or joint venture.venture between the parties. 
 	 14.814.10 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.This Agreement does not confer any benefits on any third party unless it expressly states that it does. 
 	 14.914.11 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief. 
 	 14.1014.12 Governing Law. ThisAll claims arising out of or relating to this Agreement isor the Services will be governed by California law, excluding that state's choicestate’s conflict 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.laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California; the parties consent to personal jurisdiction in those courts. 
 	 14.1114.13 Amendments. AnyExcept as specifically stated otherwise in the Agreement, any amendment to the Agreement must be in writing andwriting, expressly state that it is amending this Agreement.the Agreement and signed by both parties. 
 	 14.12 Survival. The following sections14.14 Independent Development. Nothing in this Agreement will survive expirationbe construed to limit or terminationrestrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14 and 15.the Agreement; provided, that the party does not breach its obligations under the Agreement in doing so. 
 	 14.1314.15 Entire Agreement. This Agreement, andThe Agreement states all documents referenced herein, isterms agreed between the parties' entire agreement relating to its subjectparties and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URLbetween the parties relating to the subject matter of this Agreement. In entering into the Agreement, neither party has relied on, and referencedneither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in thisthe Agreement. The Agreement includes URL links to other terms (including the URL Terms), which are hereby incorporated by this reference.reference into the Agreement. 
 	 14.14 Interpretation of14.16 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form, the Agreement, and the terms located at any URL.URL Terms. 
 	 14.1514.17 Counterparts. The parties may enter intoexecute this Agreement by executing the applicable Order Form, which may be executed in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument. 
 	 14.18 Electronic Signatures. The parties consent to electronic signatures. 
 	 14.19 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement. 

	 15. Definitions. 

 	 “Acceptable Use Policy”Policy" or “AUP” means the acceptable use policy for the Services available at https://www.google.com/a/help/intl/en/admins/use_policy.html or such other URL as may be provided by Google.https://gsuite.google.com/intl/en/terms/use_policy.html. 
 	 “Account” means Customer’s Google account credentials and correlating access to the Services under this Agreement. 
 	 “Account Manager” means the Google business person working with Customer regarding Customer’s purchase of the Services. 
 	 “Additional Products” means products, services and applications that are not part of the Services but that may be accessible, via the Admin Console or otherwise,accessible for use with the Services. 
 	 “Additional Product Terms” means the then-current terms at https://gsuite.google.com/intl/en/terms/additional_services.html or other such URL as Google may provide.https://gsuite.google.com/intl/en/terms/additional_services.html. 
 	 “Admin Account(s)”Account” means the administrative account(s) provideda type of End User Account that Customer (or Reseller, if applicable) may use to Customer by Google for the purpose of administeringadminister the Services. The use of the Admin Account(s) requires a password, which Google will provide to Customer. 
 	 “Admin Console” means the online toolconsole(s) and tool(s) provided by Google to Customer for use in reporting and certain other administration functions.administering the Services. 
 	 “Administrators” mean the Customer-designated technical personnel who administer the Services on Customer’s behalf, and may have the ability to access Customer Data and End Users on Customer’s behalf.User Accounts. 
 	 “Advertising” means online advertisements displayed by Google to End Users, excluding any advertisements Customer expressly chooses to have Google or any Google Affiliateof its Affiliates display in connection with the Services under a separate agreement (for example, Google AdSense advertisements implemented by Customer on a website created by Customer using the "Google Sites" functionality within the Services). 
 	 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. 
 	 “BAA” or “Business Associate Agreement” is an addendum to this Agreement covering the handling of Protected Health Information (as defined in HIPAA). 
 	 “Brand Features” means theeach party’s 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.features. 
 	 “Confidential Information” means information that one party (or Affiliate) discloses to the other party under thisthe Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. ItCustomer Data is Customer’s Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is rightfully given toshared with the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to
 	 “Control” means control of greater than 50% of the preceding sentence, Customer Data is Customer’s Confidential Information.voting rights or equity interests of a party. 
 	 “Core Services” means the Core Services for G Suite as described in the Services Summary. 
 	 “Customer Data” means data, including email, provided, generated, transmitteddata submitted, stored, sent or displayedreceived via the Services by CustomerCustomer, its Affiliates or End Users. 
 	 “Customer Indemnified Materials” means the Customer Data and Customer Brand Features. 
 	 “Domain Email Address” means the email address on the Domain Names”Name for use in connection with the Services. 
 	 “Domain Name” mean the domain names owned or controlled by Customer, which willname specified in the Order Form to be used in connection with the Services and specified in the Order Form.Services. 
 	 “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:where such use 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) to prevent unauthorized third party access to the Services or data within the Services. 
 	 “End Users” means the individuals Customer permits to use the Services.Services and who are managed by an Administrator. 
 	 “End User Account” means a Google-hosted account established by Customer through the Servicesits Administrator for an End User.User to use the Services. 
 	 “Export Control Laws” means all applicable export and reexportre-export control laws and regulations, including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State, but excludingState. 
 	 “Feedback” means feedback or suggestions about the Export Administration Regulations (“EAR”) maintainedServices provided to Google by the U.S. Department of Commerce.Customer. 
 	 “Fees” means the amounts invoiced toproduct of the amount of the Services used or ordered by Customer multiplied by Google, or Reseller, if applicable, for the Services as described in an Order Form.Prices, plus any applicable Taxes. 
 	 “Help Center”“Google Indemnified Materials” means Google’s technology used to provide the Google help center accessible at https://www.google.com/support/, or other such URL as Google may provide.Services and Google’s Brand Features. 
 	 “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems,activities where the use or failure of the Services could lead to death, personal injury, or environmental damage.damage, including operation of nuclear facilities, air traffic control, life support systems, or weaponry. 
 	 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder. 
 	 "Indemnified Liabilities"“including” means including but not limited to. 
 	 “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction. 
 	 “Initial Term”“Intellectual Property” or ”IP” means the term for the applicable Services beginning on the Service Commencement Date and continuing for the duration set forth on the Order Form.anything protectable by an Intellectual Property Right. 
 	 “Intellectual Property Rights” means current and future worldwideall patent rights, copyright, rights under patent law, copyright law,in trade secret law,(if any), trademark law,rights, design rights, database rights, domain name rights, moral rights law,rights, and any other similar rights.intellectual property rights (registered or unregistered) throughout the world. 
 	 “Legal Process” means a dataan information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process. 
 	 “Liability” means any liability, whether under contract, tort,tort (including negligence), or otherwise, including for negligence.regardless of whether foreseeable or contemplated by the parties. 
 	 “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.Console. 
 	 "Order Form"“Order Form” means the online order page or pages, or other ordering document acceptable to Google under this Agreement, that Customer completes when signing upissued by Google and specifiesaccepted by Google specifying the Services Google will provide to Customer under the Agreement, and which may include: (i) applicable billing and renewal terms; (ii) Fees; (iii) number of, and Initial Services Term for, End User Accounts; (iv)Agreement. 
 	 “Order Term” means the applicable formperiod of payment;time starting on the Services Start Date for the Services and (v) Customer Domain Names.continuing for the period indicated on the Order Form, subject to early termination in accordance with this Agreement. 
 	 “Other Services” means the “Other Services for G Suite” as described in the Services Summary. 
 	 “Purchase Order”“Prices” means a Customer issued purchase order.the applicable prices stated at https://gsuite.google.com/intl/en/pricing.html, unless otherwise agreed to in an Order Form or amendment. 
 	 “Reseller” means, if applicable, the authorized non-Affiliate third party reseller that sells or supplies the Services to Customer. 
 	 “Reseller Agreement” means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement. 
 	 “Service Commencement Date” is the date upon which Google makes the Services available to Customer, and will be within one week of Google’s receipt of the applicable Order Form signed by Customer, unless otherwise agreed by the parties. 
 	 “Service Pages” mean the web pages displaying the Services to End Users. 
 	 “Service Specific Terms”meansTerms” means the terms specific to one or more Services at: https://gsuite.google.com/terms/service-terms/.https://gsuite.google.com/intl/en/terms/service-terms/. 
 	 "Services"“Services” means the applicable Core Services and Other Services provided by Google and used by Customer under this Agreement.that are ordered in the applicable Order Form. 
 	 "Services Summary"“Services Start Date” means the description ofdate stated in the Services, and related editions, as described here: https://gsuite.google.com/intl/en/terms/user_features.html, or such other URL asOrder Form or, if later, the date Google may provide.makes the Services available to Customer. 
 	 “Services Summary” means the then-current description set out at https://gsuite.google.com/intl/en/terms/user_features.html. 
 	 “Significant Deprecation” means toa material discontinue of or to make backwards incompatible changeschange to the Core Services that results in GoogleServices no longer providing to its enterprise-customer base the abilityenabling Customer or End Users to: (1) to send and receive e-mail messages; (2) schedule and manage events; (3) create, share, store and syncsynchronize files; (4) communicate with other end usersEnd Users in real time; or (5) search, archive, and export email messages. 
 	 “SLA” means the Service Level Agreement located here: https://www.google.com/a/help/intl/en/admins/sla.html, or such other URL as Google may provide.then-current service level agreements at: https://gsuite.google.com/intl/en/terms/sla.html. 
 	 “Suspend” or “Suspension” means the immediate disabling of access to or use of the Services, or components of the Services, as applicable, to prevent further use of the Services. 
 	 “Taxes” means any duties, customs fees, orall government-imposed taxes, except for taxes (other thanbased on 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.Customer’s net income, net worth, asset value, property value, or employment. 
 	 “Term” means the Initial Termperiod starting on the Effective Date and all renewal terms for the applicable Services.will remain in effect so long as there is an active Order Form. 
 	 "Third-Party“Third-Party Legal Proceeding"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 Brand Terms and Conditions, located at http://www.google.com/permissions/trademark/brand-terms.html. 
 	 “TSS” means the technical support services provided by Google to the AdministratorsCustomer under the TSS Guidelines. 
 	 “TSS Guidelines” means Google’s technicalthe then-current support servicesservice guidelines then in effect for the Services. TSS Guidelines are at the following URL: https://www.google.com/a/help/intl/en/admins/tssg.html or such other URL as Google may provide.at: https://gsuite.google.com/intl/en/terms/tssg.html. 
 	 “URL Terms” means the Acceptable Use Policy, Service Specific Terms, the SLA, and the TSS Guidelines. 
 	 “Use Restrictions” means the restrictions in Section 3.5 (Use Restrictions) of the Agreement and any additional restrictions on the use of Services in the Service Specific Terms. 


	 Version: November 15,December 14, 2018 

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