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Text of the page (random words):
o refunds unless expressly stated otherwise in this agreement termination or non renewal under any section of this agreement including the cloud data processing addendum will not oblige google to refund any fees 9 publicity customer may state publicly that it is a google customer and display google brand features in accordance with the trademark guidelines google may use customer s name and brand features in online or offline promotional materials of the services each party may use the other party s brand features only as permitted in the agreement any use of a party s brand features will inure to the benefit of the party holding intellectual property rights to those brand features 10 representations and warranties each party represents and warrants that a it has full power and authority to enter into the agreement and b it will comply with all laws applicable to its provision receipt or use of the services as applicable 11 disclaimer except as expressly provided for in the agreement google does not make and expressly disclaims to the fullest extent permitted by applicable law a any warranties of any kind whether express implied statutory or otherwise including warranties of merchantability fitness for a particular use title non infringement or error free or uninterrupted use of the services and b any representations about content or information accessible through the services 12 limitation of liability 12 1 limitation on indirect liability to the extent permitted by applicable law and subject to section 12 3 unlimited liabilities neither party will have any liability arising out of or relating to the agreement for any a indirect consequential special incidental or punitive damages or b lost revenues profits savings or goodwill 12 2 limitation on amount of liability each party s total aggregate liability for damages arising out of or relating to the agreement is limited to the fees customer paid during the 12 month period before the event giving rise to liability 12 3 unlimited liabilities nothing in the agreement excludes or limits either party s liability for a its fraud or fraudulent misrepresentation b its obligations under section 13 indemnification c its infringement of the other party s intellectual property rights d its payment obligations under the agreement or e matters for which liability cannot be excluded or limited under applicable law 13 indemnification 13 1 google indemnification obligations google will defend customer and its affiliates using the services under customer s account and indemnify them against indemnified liabilities in any third party legal proceeding to the extent arising from an allegation that any service or any google brand feature in each case used in accordance with the agreement infringes the third party s intellectual property rights 13 2 customer indemnification obligations customer will defend google and its affiliates providing the services and indemnify them against indemnified liabilities in any third party legal proceeding to the extent arising from a any customer data or customer brand features or b customer s or an end user s use of the services in breach of the aup or section 3 3 restrictions 13 3 exclusions sections 13 1 google indemnification obligations and 13 2 customer indemnification obligations will not apply to the extent the underlying allegation arises from a the indemnified party s breach of the agreement or b a combination of the indemnifying party s technology or brand features with materials not provided by the indemnifying party under the agreement unless the combination is required by the agreement 13 4 conditions sections 13 1 google indemnification obligations and 13 2 customer indemnification obligations are conditioned on the following a any indemnified party must promptly notify the indemnifying party in writing of any allegation s that preceded the third party legal proceeding and cooperate reasonably with the indemnifying party to resolve the allegation s and third party legal proceeding if breach of this section 13 4 a prejudices the defense of the third party legal proceeding the indemnifying party s obligations under section 13 1 google indemnification obligations or 13 2 customer indemnification obligations as applicable will be reduced in proportion to the prejudice b any indemnified party must 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 13 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 13 5 a are commercially reasonable then google may suspend or terminate customer s use of the impacted services if google terminates the impacted services then google will provide a pro rata refund of any unearned fees actually paid by customer applicable to the period following termination of such services 13 6 sole rights and obligations without affecting any other termination rights of either party this section 13 indemnification states the parties sole and exclusive remedy under this agreement for any third party allegations of intellectual property rights infringement covered by this section 13 indemnification 14 resold customers this section 14 resold customers applies only if customer orders the services from a reseller under a reseller agreement such services resold services 14 1 applicable terms for the purposes of resold services a section 2 payment terms of this agreement will not apply b reseller fees will apply and be payable directly to the reseller and all prices for resold services will be solely determined between reseller and customer c customer will receive any applicable sla credits from reseller d section 12 2 limitation on amount of liability is replaced with each party s total aggregate liability for damages arising out of or relating to the agreement is limited to the reseller fees customer paid for the resold services during the 12 month period before the event giving rise to liability e any renewal s of the services and or any reseller order will be as agreed between customer and reseller f order term as it is used in the agreement means the period of time starting on the services start date or the renewal date as applicable for the resold services and continuing for the period indicated on the then current reseller order unless terminated in accordance with the agreement and g services start date as it is used in the agreement means either the start date described in the reseller order or if none is specified in the reseller order the date google makes the resold services available to customer 14 2 sharing confidential information google may share customer confidential information with reseller as a delegate subject to section 7 1 obligations 14 3 reseller as administrator at customer s discretion reseller may access customer s account or end user accounts as between google and customer customer is solely responsible for a any access by reseller to customer s account or end user accounts and b defining in the reseller agreement any rights or obligations as between reseller and customer with respect to the resold services 14 4 reseller technical support customer acknowledges and agrees that reseller may disclose end user personal data to google as reasonably required in order for reseller to handle any support issues that customer escalates to or via reseller 15 miscellaneous 15 1 notices under the agreement notices to customer must be sent to the notification email address and notices to google must be sent to legal notices google com notice will be treated as received when the email is sent customer is responsible for keeping its notification email address current throughout the term 15 2 emails the parties may use emails to satisfy written approval and consent requirements under the agreement 15 3 assignment neither party may assign any part of this agreement without the written consent of the other except to an affiliate where a the assignee has agreed in writing to be bound by the terms of this agreement and b the assigning party has notified the other party of the assignment any other attempt to assign is void if customer assigns this agreement to an affiliate in another jurisdiction such that there is a change in the google contracting entity as defined at https cloud google com terms google entity i this agreement is automatically assigned to the new google contracting entity and ii if the affiliate s billing account is in brazil the applicable terms of service linked above and not this agreement will apply from the moment of the assignment 15 4 change of control if a party experiences a change of control other than as part of an internal restructuring or reorganization for example through a stock purchase or sale merger or other form of corporate transaction that party will give written notice to the other party within 30 days after the change of control 15 5 force majeure neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control including acts of god natural disasters terrorism riots or war 15 6 subcontracting google may subcontract obligations under the agreement but will remain liable to customer for any subcontracted obligations 15 7 no agency this agreement does not create any agency partnership or joint venture between the parties 15 8 no waiver neither party will be treated as having waived any rights by not exercising or delaying the exercise of any rights under this agreement 15 9 severability if any part of this agreement is invalid illegal or unenforceable the rest of the agreement will remain in effect 15 10 no third party beneficiaries this agreement does not confer any benefits on any third party unless it expressly states that it does 15 11 equitable relief nothing in this agreement will limit either party s ability to seek equitable relief 15 12 u s governing law a for u s city county and state government entities if customer is a u s city county or state government entity then the agreement will be silent regarding governing law and venue b for u s federal government entities if customer is a u s federal government entity then the following applies all claims arising out of or relating to this agreement or the services will be governed by the laws of the united states of america excluding its conflict of laws rules solely to the extent permitted by federal law i the laws of the state of california excluding california s conflict of laws rules will apply in the absence of applicable federal law and ii for all claims arising out of or relating to this agreement or the services the parties consent to personal jurisdiction in and the exclusive venue of the courts in santa clara county california c for all other entities if customer is any entity not identified in section 15 12 a u s governing law for u s city county and state government entities or b u s governing law for federal government entities then the following applies all claims arising out of or relating to this agreement or the services will be governed by california law excluding that state s conflict of laws rules and will be litigated exclusively in the federal or state courts of santa clara county california usa the parties consent to personal jurisdiction in those courts 15 13 amendments except as stated in section 1 4 b modifications to the agreement c modifications to the url terms or d modifications to the cloud data processing addendum any amendment to this agreement after the effective date must be in writing signed by both parties and expressly state that it is amending this agreement for clarity google s provision of an updated url in place of any url stated in this agreement will not constitute an amendment to or modification of the terms of the agreement 15 14 survival the following sections will survive expiration or termination of this agreement section 2 payment terms section 5 intellectual property rights protection of customer data feedback using brand features within the services section 7 confidential information section 8 6 effect of termination or non renewal section 11 disclaimer section 12 limitation of liability section 13 indemnification section 14 1 applicable terms section 14 2 sharing confidential information and section 15 miscellaneous 15 15 entire agreement this agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter including any prior versions of this agreement in entering into this agreement neither party has relied on and neither party will have any right or remedy based on any statement representation or warranty whether made negligently or innocently except those expressly stated in this agreement the url terms are incorporated by reference into the agreement after the effective date google may provide an updated url in place of any url in this agreement 15 16 conflicting terms if there is a conflict between the documents that make up this agreement the documents will control in the following order of decreasing precedence the order form the cloud data processing addendum the remainder of the agreement excluding the url terms and the url terms other than the cloud data processing addendum 15 17 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 18 conflicting languages if this agreement is translated into any language other than english and there is a discrepancy between the english text and the translated text the english text will govern unless expressly stated otherwise in the translation 15 19 definitions account means customer s google account credentials and correlating access to the services under this agreement additional products means products services and applications that are not part of the services but that may be accessible for use in conjunction with the services additional product terms means the then current terms stated at https workspace google com intl en terms additional_services html admin account means a type of end user account that customer or reseller if applicable may use to admin...
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