GOOGLE APPS FOR EDUCATION (ONLINE) AGREEMENT
This Google Apps for Education Agreement (the “AGREEMENT”) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland, with offices at Gordon House, Barrow Street, Dublin 4, Ireland (“GOOGLE”) and the customer identified in the Order Form ("CUSTOMER"). This Agreement is effective as of the date Customer clicks the "I Accept" button below or, if applicable, the date the Agreement is countersigned (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 (or, if applicable, do not sign this Agreement). This Agreement governs Customer's access to and use of the Services and will be effective as of the Effective Date.
1. SERVICES.
1.1 General. Google will provide the Services in accordance with this Agreement and the SLA. Google will provide Customer with an Admin Account to use for administering the End User Accounts and other features of the Services. Customer shall (a) administer End User Accounts using the Admin Console and Admin Tools; and (b) determine the Services to be provided to End Users.
1.2 Modifications.
a. To the Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer via such method as Google may elect, provided that Customer has subscribed with Google to be informed about such material change.
b. 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 via the Admin Console. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Google via the Help Centre within thirty days after receiving notice of 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 end of the then-current Services Term. If the Services are renewed, they will be renewed under Google's then current URL Terms.
1.3 Aliases. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Name(s). Customer agrees that Google may monitor emails sent to these aliases for Customer’s Domain Name(s) to allow Google to identify Services abuse
1.4 Ads. Google does not serve Ads in the Services or use Customer Data for Ads purposes.
1.5 End User Accounts. Customer may request End User Accounts by contacting its designated Google Account Manager or Google support personnel. For each purchase of additional End User Accounts during the Services Term, Google and Customer will execute an additional Order Form reflecting the purchase.
1.6 Google Apps Vault. If Customer purchases Google Apps Vault, subject to payment of the applicable Fees, the following terms apply:
a. Retention. Google will retain the applicable archived Customer Data for the period selected in the Services by the Administrator, but only if Customer renews Google Apps Vault for the entire retention period. If the Google Apps Vault Services expire or are terminated in accordance with the terms of the Agreement, Google’s obligation to retain the archived Customer Data will immediately terminate.
b. Initial Purchase of Google Apps Vault. At its initial purchase of Google Apps Vault, Customer agrees to purchase Google Apps Vault End User Accounts for all of its Staff who have Google Apps for Education End User Accounts. Customer may use Google Apps Vault for Students and Alumni at no charge.
c. Additional Staff End User Accounts. After Customer has made its initial purchase of Google Apps Vault, if during any Services Term Customer adds at least 20% more Staff End User Accounts than it purchased previously during that Services Term, Customer agrees to purchase Google Apps Vault for those additional End User Accounts for the remainder of Customer’s then current Google Apps Vault Services Term. In addition, on each anniversary of the Billing Start Date, Customer agrees to purchase Google Apps Vault for any additional Staff End User Accounts it adds beyond those purchased previously, for the remainder of Customer’s then current Google Apps Vault Services Term.
2. DATA PROCESSING.
2.1 Data Protection Legislation. In this Agreement the terms “personal data”, “processing”, “controller” and “processor” shall have the meaning ascribed to them in the EU Directive. The parties agree and acknowledge that the Data Protection Legislation applies to the processing of Customer Personal Data.
2.2 Processor.For the purposes of this Agreement and in respect of Customer Personal Data, the parties agree that the Customer shall be the controller and Google shall be a processor. Within the scope of this Agreement, Customer shall comply with its obligations as a controller and Google shall comply with its obligations as a processor under this Agreement.
2.3 Scope of Processing. Google will process Customer Personal Data for the purposes of maintaining, improving and providing the Services and in accordance with applicable law. Google will process Customer Personal Data in accordance with Customer’s Instructions (in particular, in accordance with Clause 1.1) provided that such Instructions are consistent with the Services capabilities and the Google Privacy Policy. If Google is unable to comply with Customer’s Instructions because such Instructions conflict with the Agreement and/or because such Instructions conflict with the Agreement and/or the SLA, Google will notify Customer as soon as reasonably practicable. Following receipt of such notice, Customer may terminate the Agreement for convenience on providing written notice to Google. If such termination takes effect before the expiry of the current Services Term, Customer shall be obliged to pay any outstanding Fees in respect of the current Services Term.
2.4 Privacy Policy. Customer will inform End Users that their personal data are processed in accordance with this Agreement and the Google Privacy Policy.
2.5 Data Security. Google will take and implement appropriate technical and organisational measures to protect Customer Data against accidental or unlawful destruction or accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access (“Security Measures”).
2.6 Google Staff. Google will take reasonable steps to ensure compliance with the Security Measures by its employees, contractors and Subcontractors.
2.7 Security Incident. Following the discovery or notification of a Security Incident. Google will notify Customer of such Security Incident as soon as reasonably practicable, having regard to the nature of such Security Incident. Google will send any applicable notifications regarding a Security Incident to Customer.
2.8 Security Audit. During the Term, Google will maintain its Statement on Standards for Attestation Engagements (SSAE) No. 16 Type II / International Standards for Assurance Engagements (ISAE) No. 3402 report (or a comparable report) on Google’s systems examining logical security controls, physical security controls, and system availability (“Audit Report”) as related to the Services. At least every 18 months, Google will instruct a third party to produce an updated Audit Report.
2.9 Data Transfers. During the Term, Google shall ensure that Google Inc. remains enrolled in the U.S Department of Commerce Safe Harbor Program (“Safe Harbor”) or adopts an alternative compliance solution which achieves compliance with the terms of Articles 25 and 26(2) of the EU Directive.
2.10 Safe Harbor. While Google remains enrolled in Safe Harbor, Google will ensure: (i) the scope of Google Inc.'s Safe Harbor certification includes Customer Personal Data; and (ii) its processing practices in respect of Customer Personal Data will remain consistent with those described in Google Inc.'s Safe Harbor certification and the Safe Harbor Privacy Principles.
2.11 Subcontracting Data Processing. Customer consents to Google subcontracting the processing of Customer Data to Google Subcontractors in accordance with this Agreement and the Google Privacy Policy. Where Google engages Subcontractors to process Customer Data, Google shall require such Subcontractors to implement appropriate Security Measures and ensure the confidentiality of that data in accordance with Clause 7.
3. CUSTOMER OBLIGATIONS.
3.1 Compliance. Customer will ensure that Customer and End Users use the Services in compliance with the Acceptable Use Policy. Google may make new applications, features or functionality available from time to time through the Services, the use of which may be subject to Customer’s agreement to additional terms. In addition, Google will make available other Non-Google Apps Products (beyond the Services) available to Customer and its End Users in accordance with the Non-Google Apps Product Terms and the applicable product-specific Google terms of service. If Customer does not wish to enable any of the Non-Google Apps Products, Customer can choose to enable or disable (as the case may be) the Non-Google Apps Products (or any of them) at any time through the Admin Console. Customer agrees that its use of the APIs is subject to the API Terms of Use.
3.2 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 authorised to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with this Agreement. Customer acknowledges and agrees that Google is not responsible for the internal management or administration of Customer’s electronic messaging system or messages.
3.3 End User Consent. Customer’s Administrators have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts through the Admin Console and / or Admin Tools. Customer will obtain and maintain all required consents from End Users to allow: (a) such Customer access, monitoring, use or disclosure; and (b) Google to provide the Services in accordance with this Agreement.
3.4 Unauthorized Use. Customer will use its reasonable endeavours to prevent unauthorised use of the Services, and to terminate any unauthorised use. Customer will promptly notify Google of any unauthorised use of, or access to, the Services of which it becomes aware.
3.5 Restrictions on Use. Except to the extent expressly permitted in this Agreement or otherwise agreed by Google in writing, Customer will not, and will use its reasonable endeavours to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services to a third party; (b) attempt to reverse engineer the Services or any component of the Services except as permitted by law; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store any Customer Data that is controlled for export under the International Traffic in Arms Regulations (ITAR).
3.6 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent permitted by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) 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 itself.
3.7 Permitted Uses. The Services are permitted for use only by (a) non-profit educational institutions; and (b) other non-profit entities (as defined under applicable law).
4. PAYMENT.
4.1 Payment. Customer will pay Google the fee for the Services set out in the applicable Order Form (“Fees”). All Fees are due 30 days from the invoice date. All payments due are in the currency specified on the invoice. Payments made via wire transfer must include the wire transfer instructions set out in the invoice.
4.2 Late Payments. Google may charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time, from due date until the date of actual payment, whether before or after judgment, on any Fee for the Services which is overdue. Customer will be responsible for all reasonable expenses (including legal fees) incurred by Google in collecting overdue and unpaid amounts, except where such overdue and unpaid amounts are due to Google’s billing inaccuracies.
4.3 Invoice Disputes. Any invoice disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.
4.4 Purchase Orders.The parties agree that none of the terms and conditions of any purchase order issued by Customer will apply to or modify this Agreement and that any terms or conditions in such purchase orders are null and void.
4.5 Taxes. Customer shall pay the Fees to Google free and clear of, and without any deduction for, any and all Taxes. Customer shall pay all Taxes. When Google has a legal obligation to collect such Taxes, the appropriate amount shall be invoiced to and paid by Customer upon receipt of invoice or other notification, unless Customer provides Google with a valid tax exemption certificate authorised by the appropriate taxing authority. Customer will provide to Google original or certified copies of all tax payments or other evidence of payment of taxes by Customer with respect to transactions under this Agreement.
5. TECHNICAL SUPPORT SERVICES.
5.1 By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customers’ or End Users’ use of the Services. Customer will use its reasonable endeavours to resolve support issues before escalating them to Google in accordance with Clause 5.2.
5.2 By Google. If Customer is unable to resolve a support issue in accordance with Clause 5.1 above, then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Google will respond in accordance with the TSS Guidelines.
6. SUSPENSION.
6.1 Of End User Accounts by Google. If Google becomes aware of an End User Account being used in non-compliance with this 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 Suspension will remain in effect until the applicable End User has remedied the breach which caused the Suspension.
6.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may Suspend the impacted End User Accounts. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Google Suspends any End User Account(s) without prior notice to Customer, at Customer’s request, Google will provide an estimate of the likely duration of the Suspension and the reason for the Suspension as soon as is reasonably practicable.
7. CONFIDENTIAL INFORMATION.
7.1 Obligations. The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, Subcontractors, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities may use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to protect it.
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 reasonable endeavours 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 stated otherwise in this Agreement neither party shall acquire any right, title, or interest in any Intellectual Property Rights belonging to the other party, or any of the other party’s licensors. 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 only those Customer Brand Features authorized by Customer (such authorization is deemed to be provided by Customer uploading its Brand Features into the Services), and only within designated areas of the Services Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Services Pages to indicate that Google provides the Services. Neither party may display or use the other party’s Brand Features except as expressly permitted in this Agreement without the other party’s prior written consent.
8.3 Brand Features Limitation. All goodwill arising from the use by Customer of Google Brand Features shall belong to Google. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice at any time on reasonable written notice.
9. WARRANTIES.
9.1 Warranties. Each party represents that to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.
9.2 Disclaimers. No conditions, warranties or other terms apply to any Services or to any other goods or services supplied by Google under this Agreement unless expressly set out in this Agreement. Subject to Clause 13.1(b), no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
10. TERM; NO FEES.
10.1 Term. This Agreement shall commence on the Effective Date and continue in force until the end of the last Services Term, unless terminated earlier in accordance with its terms (“Term”).
10.2 Services Term and Purchases During Services Term. Google will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts added during any Services Term will have a prorated term ending on the last day of that Services Term.
10.3 Auto Renewal. At the end of each Services Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional Services Term of twelve months. If either party does not want the Services to renew, then it must notify the other party in writing at least fifteen days prior to the end of the then current Services Term. This notice of non-renewal will be effective upon the conclusion of the then current Services Term.
10.4 Fees. During the Initial Services Term, Google will not charge Customer Fees for the Services (other than for Google Apps Vault or paid storage, if applicable). Upon the parties’ mutual written agreement (a) Google may charge Customer Fees for the Services after the Initial Services Term, and (b) Google may charge Customer Fees for a premium version of the Services or for optional functionality or enhancements that may be added to the Services by Google (such as Google Apps Vault or paid storage, if applicable).
10.5 Revising Rates. For Services which Customer has purchased for a Fee, Google may revise its rates for the following Services Term by providing Customer with written notice (which may be by email) at least thirty days prior to the start of such Services Term.
11. TERMINATION.
11.1 Termination for Breach. Either party may suspend performance and/or terminate this Agreement (including all Order Forms entered into under it), with immediate effect, if the other party: (a) is in material breach of this Agreement where the breach is incapable of remedy; (b) the other party is in material breach of this Agreement two times or more notwithstanding any remedy of such breach; or (c) is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty days after receiving written notice of such breach.
11.2 Termination for Insolvency. Either party may suspend performance and/or terminate this Agreement (including all Order Forms entered into under it) with immediate effect, if: (a) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (b) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
11.3 Change of Control. Either party may terminate this Agreement immediately upon written notice if there is a Change of Control of the other party, other than in the context of an internal restructuring or reorganisation of its Group Companies. In this clause the term "Control" shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction of another person and "Change of Control" is to be construed accordingly. The party experiencing such Change of Control will notify the other party in writing of this within 30 days after the Change of Control. If the terminating party has not exercised its right of termination under this clause within 30 days following receipt of notice of the other party’s Change of Control, that right of termination will expire.
11.4 Effects of Termination. If this Agreement (including all Order Forms) terminates, then: (i) the rights granted by one party to the other will cease immediately; (ii) Google will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Google’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Google will delete Customer Data by removing pointers to Customer Data on Google’s servers and overwriting it over time; and (iv) upon request each party will promptly use reasonable endeavours to return or destroy all other Confidential Information of the other party.
12. INDEMNIFICATION.
12.1 EIf Customer receives a claim from a third party that either Google’s or any Google Group Company’s technology used to provide the Services or any Google Brand Feature infringe(s) any copyright, trade secret or trade mark of such third party (an “IP Claim”), Customer will: (a) promptly notify Google; (b) provide Google with reasonable information, assistance and cooperation in responding to and, where applicable, defending such IP Claim; and (c) give Google full control and sole authority over the defence and settlement of such IP Claim.
12.2 Provided Customer complies with Clause 12.1 and subject to Clause 12.3, Google will accept full control and sole authority over the defence and settlement of such IP Claim and will indemnify Customer against all damages and costs awarded for such IP Claim, settlement costs approved in writing by Google in relation to such IP Claim, reasonable legal fees necessarily incurred by Customer in relation to such IP Claim and reasonable costs necessarily incurred by Customer in complying with Clause 12.1(b).
12.3 Google will not have any obligations or liability under this Clause 12 in relation to any IP Claim arising from: (a) use of the Services or Google Brand Features in breach of this Agreement, in a modified form or in combination with Third Party Products; and/or (b) any content, information or data provided to Google by Customer, End Users or any other third parties.
12.4 Google may (at its sole discretion) suspend Customer’s use of any Services which are alleged, or believed by Google, to infringe any third party’s Intellectual Property Rights, or modify such Services to make them non-infringing. If the foregoing option is not commercially reasonable, Google may suspend or terminate Customer’s use of the impacted Services. If any suspension under this clause continues for more than 30 days, Customer may, at any time until use of the applicable Services is reinstated, terminate this Agreement immediately upon written notice. If the Services are terminated in accordance with this Clause 12.4, then Google will provide a pro-rated refund of the fees actually paid by Customer applicable for the period following termination of the Services.
12.5 If Google receives a claim from a third party that the Customer Data, Customer Domain Name(s) and/or Customer Brand Features infringe any Intellectual Property Rights of such third party (a “Customer IP Claim”), Google will: (a) promptly notify Customer; (b) provide Customer with reasonable information, assistance and cooperation in responding to and, where applicable, defending such Customer IP Claim; and (c) give Customer full control and sole authority over the defence and settlement of such Customer IP Claim. Google may appoint its own supervising counsel of its choice at its own expense.
12.6 Provided Google complies with Clause 12.5, Customer will accept full control and sole authority over the defence and settlement of such Customer IP Claim and will indemnify Google against all damages and costs awarded for such IP Claim, settlement costs approved in writing by Customer in relation to such IP Claim, reasonable legal fees necessarily incurred by Google in relation to such IP Claim and reasonable costs necessarily incurred by Google in complying with Clause 12.5(b).
13. LIMITATION OF LIABILITY.
13.1 Nothing in this Agreement shall exclude or limit either party’s liability for: (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; (c) breach of any implied condition as to title or quiet enjoyment; or (d) misuse of confidential information.
13.2 Save to the extent that this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability under Clause 12 (Indemnification).
13.3 Subject to Clauses 13.1 and 13.2, neither party shall be liable under this Agreement (whether in contract, tort (including negligence) or otherwise) for any of the following losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this Agreement):
(a) loss of actual or anticipated profits (including loss of profits on contracts);
(b) loss of anticipated savings;
(c) loss of business opportunity;
(d) loss of reputation or damage to goodwill; and
(e) special, indirect or consequential losses.
13.4 Subject to Clause 13.1, 13.2 and 13.3, each party's liability under this Agreement (whether in contract, tort (including negligence) or otherwise) in relation to liability arising from any given event or series of connected events, shall be limited to: (a) 125% of the total Fees paid by Customer under this Agreement in the 12 months immediately preceding the month in which the event (or first in a series of connected events) giving rise to the liability occurred; or (b) £100,000, whichever is the greater.
14. MISCELLANEOUS.
14.1 Notices. Unless otherwise specified in this Agreement, all notices of termination or breach must be in English, in writing, addressed to the other party’s Legal Department and sent to Customer’s postal address identified in this Agreement or to legal-notices@google.com (as applicable) or such other address as either party has notified the other in accordance with this Clause 14.1. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address.
14.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except to a Group Company, but only if: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; and (b) the assignor has notified the other party of such assignment in writing. Any other attempt to transfer or assign is void.
14.3 Sub-contracting. Subject to Clause 2.11, either party may sub-contract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains fully liable for all such sub-contracted obligations and accepts full liability as between the parties for the actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.
14.4 Force Majeure. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control.
14.5 No Waiver. Failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such (or any other) right or remedy.
14.6 Severability. The invalidity, illegality or unenforceability of any term (or part of a term) of this Agreement shall not affect the continuation in force of the remainder of the term (if any) and this Agreement.
14.7 No Agency. Except as expressly stated otherwise, nothing in this Agreement shall create an agency, partnership or joint venture of any kind between the parties.
14.8 No Third-Party Beneficiaries. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties 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 English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights. If this Agreement is translated into any other language, if there is conflict the English text will take precedence.
14.11 Amendments. Any amendment must be in writing, must expressly state that it is amending this Agreement, and must be signed by both parties.
14.12 Entire Agreement. Subject to Clause 13.1(b), this Agreement sets out all terms agreed between the parties in relation to its subject matter and supersedes all previous agreements between the parties relating to the same. This Agreement includes each Order Form and any document referred to in the Order Form or elsewhere in this Agreement (including the URL Terms). In entering into this Agreement neither party has relied on any statement, representation or warranty not expressly set out in this Agreement.
14.13 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 Order Form, the Agreement (excluding the Order Form and any terms located at a URL) and the terms located at any URL.
15. DEFINITIONS.
15.1 In this Agreement unless expressly stated otherwise:
"Acceptable Use Policy" means the acceptable use policy for the Services available at www.google.com/apps/intl/en/terms/use_policy.html or such other URL as may be provided by Google.
"Account Manager" means the Google business person working with Customer regarding Customer’s purchase of the Services.
"Admin Account(s)" means the administrative account(s) provided to Customer by Google for the purpose of administering the End User Accounts. 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.
"Admin Tool" means online tools or APIs, or both, provided by Google to Customer to be used by Customer in connection with Customer’s administration of the Services for End Users, which may include, among other things, account maintenance and enforcement of Customer usage policies.
"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, excluding advertisements provided by any advertising products that are not part of the Services (for example, Google AdSense) that Customer chooses to use in connection with the Services.
"Alumni" means graduates or former Students of Customer.
"Billing Start Date" means the date upon which Customer will begin paying Google for the Services.
"Brand Features" means the trade names, trademarks, services 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 one party to the other party under this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential.
"Customer Data" means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.
"Customer Domain Names" means the domain names owned or controlled by Customer, which will be used in connection with the Services, as identified in the Order Form. Customer may provide the Services to any of its sub-domains (for example, if Customer Domain Name is “edu.com”, a sub-domain may include “alumni.edu.com”) without written approval from Google.
"Customer Personal Data" means the personal data processed by or on behalf of Google pursuant to this Agreement.
"Data Protection Legislation" means the national provisions adopted pursuant to the EU Directive, in the country in which the Customer is established.
"Documentation" means the applicable user guides or manuals from time to time for the operation of the Services in written or electronic form located at www.google.com/support/appsecurity/bin/bin/answer.py?answer=87514 or such other URL as may be provided by Google.
"Emergency Security Issue" means either: (a) Customer’s or End User’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other End Users’ or 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 provided to End Users through the Services for the purpose of enabling such End Users to use the Services.
"EU Directive" means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.
"Export Control Laws" means all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce,(ii) trade and economic sanctions maintained by the U.S Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
"Fees" has the meaning given to it in Clause 4.1.
"Google Privacy Policy" means the privacy policy located at www.google.com/privacypolicy.html, as such policy or URL may be updated from time to time by Google.
"Group Company" means in relation to each of the parties: (a) any parent company of that party; and (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same person or group of persons as that party.
"Help Center" means the Google help centre accessible at www.google.com/support, 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.
"Initial Services Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for the “Current Services Term” set forth in the Order Form from the Billing Start Date (if an Order Form applies to the Services), or if no Order Form applies to the Services, for the term that the begins on the Effective Date and continues for 1 year.
"Instructions" means the written instructions of the Customer specified in this Agreement (as amended or replaced) and any subsequent written instructions from the Customer to Google and acknowledged by Google.
"Intellectual Property Rights" means all copyright, moral rights, patent rights, trade marks, design right, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
"Material Subcontractor" means third party suppliers engaged by Google (other than a Google Group Company) to provide Technical Support Services to Customer. A list of Material Subcontractors can be found here: www.google.com/enterprise/apps/terms/subprocessors.html.
"Non-Google Apps Products" mmeans 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-Google Apps Products are set forth at the following URL: www.google.com/support/a/bin/answer.py?hl=en&answer=181865, or such other URL as Google may provide.
"Non-Google Apps Product Terms" means the terms found at the following URL: www.google.com/apps/terms/additional_services.html, or such other URL as Google may provide from time to time.
"Notification Email Address" means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.
"Order Form" means an order form, which is the written document provided by Google specifying the Services Customer will purchase from Google for a Fee (if any) under the Agreement. The Order Form will contain: (i) a signature block for Customer, or for both Customer and Google; (ii) applicable service SKUs; (iii) Fees (if applicable); and (iv) number of, and current Services Term for, any End User Accounts.
"Services" means the Google Apps for Education Core Services, Google Classroom and, if applicable, the Google Apps Vault Services provided by Google and used by Customer under this Agreement. The Services are described here: www.google.com/apps/intl/en/terms/user_features.html, or such other URL as Google may provide.
"Service Commencement Date" is the date upon which Google makes the Services available to Customer.
"Services Pages" mean the web pages displaying the Services to End Users.
"Services Term" means Initial Services Term or the relevant renewal term as applicable.
"SLA" means the Services Level Agreement located here: www.google.com/a/help/intl/en/admins/sla.html, or other such URL as Google may provide.
"Staff" means an individual (including any faculty) who is or has been employed by Customer. Any Student or Alumni who are also Staff are deemed Staff under this Agreement (and excluded from the Student or Alumni definition) if they have been employed by Customer within the last twelve months.
"Student" means an individual who has been registered for classes offered by Customer within the last twelve months.
"Subcontractor" means Google Group Companies, Material Subcontractors and third parties.
"Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
"Taxes" means any taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions under the Agreement, including penalties and interest, but specifically excluding taxes based upon Google's net income.
"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.
"Trademark Guidelines" mmeans Google’s Guidelines for Third Party Use of Google Brand Features, located at the following URL: www.google.com/permissions/guidelines.html, or other such URL as Google may provide.
"TSS" means the technical support services provided by Google to the Administrators during the Term pursuant to the TSS Guidelines.
"TSS Guidelines" means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: www.google.com/a/help/admins/tssg.html or such other URL as Google may provide.
"URL Terms" means those terms located at any URL referenced in this Agreement but excluding the Google Privacy Policy.
15.1 In this Agreement, the words "include" and "including" will not limit the generality of any words preceding them.
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