- 1.1. “Administrator Account“ means the account provided to Customer by Google for the purpose of administering the End User Accounts of Customer’s End Users
- 1.2. “Administrative Console“ means the tool Customer may use to access reporting and certain other administration functions. The Administrative Console will be located at a URL that will be provided by and may be updated by Google from time to time.
- 1.3. “Customer Domain Name(s)“ means the following domain name(s) owned by Customer: Insert Customer Domain Name(s) Here
- 1.4. “End Users“ means Customer's students, graduates, teaching staff and other staff who are registered to use the Services.
- 1.5. “End User Account“ means Google-hosted accounts provided to Customer's End Users through the Service for the purpose of enabling such End Users to use the Service. End User accounts will contain two gigabytes of storage space.
- 1.6. “Service(s)“ means the services referred to by Google as “Google Apps for Education” or “Google Apps” that are hosted by Google and used by Customer under this Agreement.
- 1.7. “Service Pages“ mean the web pages displaying the Service to End Users.
- 1.8. “Start Page“ means the Google-hosted web page provided through the Start Page Service, provided Customer enables this service.
- 1.9. “Start Page Service“ means the service that provides Customers of Google Apps for Education with a Google-hosted web page for End Users that enables certain customisation by Customer through the Administrative Console and enables further customisation by End Users.
- 1.10. “Start Page Terms of Service“ means the terms of service located at the following URL: http://www.google.com/a/help/intl/en-Gb/admins/startpage_terms.html and which terms govern Customer’s use of the Start Page Service.
2.1. Scope. Google will use commercially reasonable efforts to provide the Services to Customer during the Term of this Agreement. Customer agrees that Google may serve advertisements (“Ads“) in connection with the Service to End Users who are not designated by Customer as enrolled students. Customer will update the status of its End Users on a regular basis but no less frequently than twice yearly. Customer may only designate End Users as enrolled students if the End User has registered for courses with Customer within the last twelve months. Subject to the terms and conditions of this Agreement, Customer may use the Service to (a) provide End User Accounts to its End Users and (b) administer such End User Accounts through the provided Administrative Console. 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. Customer agrees that any revenue generated by Google from the Ads or otherwise derived by Google from the Services will be retained by Google and will not be subject to any revenue sharing.
2.2. Implementation. Unless otherwise agreed by Google in writing, Customer shall create and administer End User Accounts and otherwise use the Services in a manner that complies with the technical and implementation requirements provided by Google from time to time. Google will verify, prior to the commencement of the Services, that the Customer Domain Names are owned by Customer. If Customer does not own the Customer Domain Names as provided to Google, then Google will have no obligation to provide Customer with the Services. Notwithstanding anything to the contrary, Google will have no obligation to process requests to create or administer End User Accounts under the Services that are not sent in compliance with the requirements of this Agreement. Information collected by Google may be stored and processed in the United States or any other country in which Google or its agents maintain facilities, provided that all such facilities shall adhere to security standards no less protective than the security standard at facilities where Google stores and processes its own information of a similar type. By using the Services, Customer consents to any such transfer, processing and storage of information. Customer is solely responsible for monitoring, responding to and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Name(s); however, Customer acknowledges and agrees that Google may also monitor, respond to or otherwise process emails sent to such aliases for Customer Domain Name(s).
- Customer Obligations.
3.1. Administrative Policy; Privacy. Customer agrees to comply with the policy for the Service available at http://www.google.com/a/help/intl/en-GB/admins/premier_education_program_policies.html (or such URL as Google may provide) (the “Admin Policy”) which is incorporated herein by this reference and which may be updated from time to time. Customer acknowledges that not only will its End Users be bound by the Admin Policy, but may also be bound by terms relating to each component of the Service. Customer agrees to protect the privacy of its End Users through a policy, which shall comply with all applicable laws and regulations and which shall be communicated to Customer’s End Users.
3.4. Permissible Purposes; Compliance with Laws and Regulations. Customer agrees to use the Service only for purposes that are legal, proper and in accordance with this Agreement and all applicable policies or guidelines. In addition to this Agreement, Customer's use of certain Google services may be governed by policies or guidelines presented to Customer at the time Customer registers or accesses those services and which are specifically incorporated into this Agreement. Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR“) maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control. Customer, if in a country outside the United States, or Customer, to the extent it is providing End User Accounts to End Users located outside the United States, agrees to additionally comply with any local rules regarding online conduct and acceptable content, including laws regulating the export and re-export of data to and from the United States or such other country.
- Restrictions. Except as expressly permitted by Google, Customer shall not alter, delete or modify any attributions included within the Service. Customer agrees that it will not engage in any activity that interferes with or disrupts the Service or servers or networks connected to the Service. Except for modifications made to the Start Page Service permitted through the Start Page Service Administrative Console, Customer agrees not to alter the Service or any information transmitted through the Service to End Users (except, with respect to the latter, as otherwise may be necessary to comply with the terms of this Agreement and/or commercially reasonable internal policies of Customer). Except as expressly set forth in this Agreement or as otherwise agreed by Google in writing, Customer shall not transmit, display or otherwise make available (or allow End Users or any other third party to transmit or make available) any content or documentation provided by Google to Customer in connection with the Services. Customer will not, and will not allow third parties to, use or access the Service in a manner not in compliance with the terms of the Agreement. Customer shall monitor and disable any such access or use by unauthorised parties (including, but not limited to, spammers or any third-party sites).
- Technical Support Services. Customer, at its own expense, shall respond to any questions and complaints from End Users and/or other third parties relating to Customer or End Users’ use of the Service. Google shall provide technical support services for End Users solely through the Google.co.uk Help Centre, which is accessible at http://www.google.co.uk/support/ or such other URL as Google may provide from time to time. Subject to the terms and conditions of this Agreement, Google shall provide Technical Support Services (“TSS“) to Customer's designated administrator(s) during the Term in accordance with Google's Technical Support Services Guidelines then in effect for the Service (“TSS Guidelines“). TSS Guidelines (including information on how to access TSS) are password-protected and may be accessed at the following URL:http://www.google.com/a/help/intl/en-GB/admins/tssg.html (or such other URL as may be provided by Google). Google reserves the right to make changes to the TSS from time to time, provided that any such change does not materially adversely impact Customer. Prior to making any support request to Google, Customer shall first use reasonable efforts to fix any error, bug, malfunction or network connectivity defect on its own without escalation to Google. Thereafter, Customer's designated administrator(s) may submit a written request for technical support as described in the TSS Guidelines.
- Google Apps for Education API Terms. Customer’s right to use, copy and retain a copy of the Google Apps for Education API and the Google Apps for Education API Specifications is subject to Customer’s full compliance with the terms and conditions of this Agreement and the Google Apps for Education API Terms available at http://www.google.com/a/help/intl/en-GB/admins/api_terms.html or such other URL as Google may provide from time to time. Upon expiration or termination of this Agreement, Customer must cease all use of the Google Apps for Education API.
- Confidential Information. In connection with performance of its obligations hereunder, a party (the “Discloser“) may disclose to the other party (the “Recipient“) certain information that the Discloser considers confidential and/or proprietary (“Confidential Information“) including, but not limited to, tangible, intangible, visual, electronic, present or future information such as: (a) trade secrets; (b) financial information, including pricing; (c) technical information, including research, development, procedures, algorithms, data, designs and know-how; (d) business information, including operations, planning, marketing interests and products; (e) any bugs, defects, security problems and other issues relating to the Service; and (f) the existence and terms of this Agreement and the discussions, negotiations and proposals related thereto. The Recipient will only have a duty to protect Confidential Information disclosed to it by the Discloser: (1) if it is clearly and conspicuously marked as “confidential” or with a similar designation; (2) if it is identified by the Discloser as confidential and/or proprietary before, during or promptly after presentation or communication; or (3) if it is disclosed in a manner in which the Discloser reasonably communicated, or the Recipient should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used. Customer acknowledges that the source and object code of the software underlying the Service (the “Software“) remains a confidential trade secret of Google and/or its licensors and that Customer is not entitled to review either the object code or the source code of the Software for any reason at any time. Recipient shall not disclose or cause to be disclosed any Confidential Information of Discloser, except to those employees, agents, representatives or contractors of the parties who require access to the Confidential Information to perform under this Agreement (“Authorised Personnel“) and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to Recipient or as such disclosure may be required by law or governmental regulation. Furthermore, Recipient agrees to be responsible for any act and/or omission of any Authorised Personnel in breach of this Section. Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorised use, dissemination or publication to any unauthorised third parties. A party's Confidential Information shall not include information that: (i) is or becomes publicly available through no act or omission of Recipient; (ii) was in the Recipient's lawful possession prior to the disclosure and was not obtained by Recipient either directly or indirectly from the Discloser; (iii) is lawfully disclosed to the Recipient by a third party without restriction on Recipient's disclosure and where Recipient was not aware that the information was the confidential information of Discloser; or (iv) is independently developed by the Recipient without violation of this Agreement. Recipient may disclose Confidential Information solely as needed to comply with a court order, subpoena/summons or other government demand (provided that Recipient first uses all commercially reasonable efforts to notify Discloser and to give Discloser the opportunity to challenge such court order, subpoena/summons or government demand except in situations where Recipient is prevented, per lawful government request, from disclosing the existence of the court order, subpoena/summons or other government demand). Results, analyses or other information generated in benchmarking and/or performance testing of the Service shall be Confidential Information of Google and shall, at the request of Google, be provided to Google. Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section 7. A Recipient shall have a duty to protect Confidential Information during the Term and for a period of five (5) years thereafter.
- Ownership; Restricted Use. Google and its licensors shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below) relating to the Service (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines and documentation, except that Google does not own Customer Content, or any End User or third-party content and/or information used as a part of the Service, including the content of communications appearing on the Service. Customer shall not acquire any right, title or interest therein, except for the limited use rights expressly set forth in the Agreement. Any rights not expressly granted herein are deemed withheld. “Intellectual Property Rights“ means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. For the avoidance of doubt, Google does not own third-party content contained in or provided as part of the Service, including any Additional Content. Customer shall not and shall not allow any third party to: (i) transfer, sell, lease, syndicate, sub-syndicate, lend or use for co-branding, timesharing, service bureau or other unauthorised purposes any Services or access thereto; (ii) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Service or any other Google technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials and documentation; (iii) remove, deface, obscure or alter Google's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Service, or any other Google technology, software, materials and documentation; (iv) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from the Service; (v) create or attempt to create a substitute or similar service or product through use of or access to any of the Service or proprietary information related thereto; or (iv) use the Service for High Risk Activities as described in Section 12. Any and all third-party binary or source code included in each portion of the Service may be used only in conjunction with such portion of the Service, and such use shall be subject to all the terms and conditions of this Agreement. THE SERVICE OR ANY PORTION THEREOF MAY NOT BE USED, COPIED, TRANSFERRED OR MODIFIED EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT.
- Brand Features. As used in this Agreement, “Brand Features“ shall mean the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of each party, respectively, as secured by such party from time to time. Except as expressly allowed by Google, any Brand Features, copyright or other proprietary notices, legends, symbols or labels appearing on or in the Service provided to Customer shall not be removed or altered. Subject to the terms and conditions of this Agreement, Customer grants to Google a limited, non-exclusive and non-sublicensable licence during the Term of this Agreement to display those Customer Brand Features expressly authorised for use in this Agreement, solely for the purposes expressly set forth herein. Notwithstanding anything to the contrary, Customer may revoke the licence granted herein to use Customer's Brand Features upon providing Google with written notice thereof and a reasonable period of time to cease such usage. The Service Pages (including the Start Page, if applicable) may display Customer's Brand Features only within designated areas as Customer shall specify from time to time using the automated features included in the Administrative Console. Notwithstanding the foregoing, Google may prominently display on all Service Pages Google's Brand Features including but not limited to a graphic module, in the form as provided by Google from time to time, that unambiguously indicates that the Services and Start Page services, if applicable, are provided by Google. Customer agrees that it shall not place anything on the Site or any Services Page that in any way implies that information or services other than the Services and Start Page services, if applicable, are provided by Google, unless otherwise expressly provided herein. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Some, but not all examples of Google Brand Features are located at the URL: http://www.google.com/permissions/trademarks.html (or such other URLs Google may provide from time to time). Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied licence) in or to any Brand Features of the other party; and all rights not expressly granted herein are deemed withheld. All use by Google of Customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of Google Brand Features (including any goodwill associated therewith) shall inure to the benefit of Google. To the extent that Customer is using or displaying any Google Brand Features in connection with the Services, Customer agrees to comply with Google’s “Guidelines for Third-Party Use of Google Brand Features”, located at the following URL: http://www.google.com/permissions/guidelines.html. Customer shall not challenge or assist others to challenge the Google Brand Features or the registration thereof, nor shall Customer attempt to register any Google Brand Features or domain names that are confusingly similar to those of Google.
- Publicity. Customer agrees not to issue any public announcement regarding the existence or content of this Agreement without Google's prior written approval. Google may: (i) include Customer's Brand Features in presentations, marketing materials and customer lists (which includes, without limitation, customer lists posted on Google's websites and screenshots of Customer's implementation of the Service); and (ii) issue a public announcement regarding the existence or content of this Agreement. Upon Customer's request, Google will furnish Customer with a sample of such usage or announcement.
- Representations and Warranties. Each party represents and warrants that it has full power and authority to enter into the Agreement. Customer represents, warrants and covenants that: (i) Customer owns and controls one hundred percent (100%) of the Customer Domain Name(s); (ii) Customer has and will maintain all rights, authorisations and licences that are required to permit Customer to use the Service; (iii) the execution and delivery of this Agreement, and the performance by Customer of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which Customer or any of its affiliates are a party or violate any rights of any third parties arising therefrom; (iv) Customer shall comply with all laws, regulations and ordinances applicable to or otherwise connected with Customer's use of the Service; and (v) Customer has and will maintain all rights as shall be required to send the information it provides to Google pursuant to this Agreement.
- Warranty Disclaimer. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY DISCLAIMED EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. GOOGLE AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. GOOGLE ASSUMES NO RESPONSIBILITY FOR THE USE OF THE SERVICE. GOOGLE AND ITS LICENSORS MAKE NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SERVICE. GOOGLE MAKES NO REPRESENTATION THAT GOOGLE (OR ANY THIRD PARTY) WILL ISSUE UPDATES OR ENHANCEMENTS TO THE SERVICE. GOOGLE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IN THAT EVENT, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE EFFECTIVE DATE. THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USES SUCH AS THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL OR LIFE SUPPORT SYSTEMS, WHERE THE FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE (“HIGH-RISK ACTIVITIES”).
- Indemnification. Customer shall indemnify, defend and hold harmless Google, its subsidiaries and other affiliates, and its and their officers, directors, owners, agents, co-branders or other partners, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability, costs, losses, damages, claims and demands, including without limitation lawyers’ fees and costs incurred by the Indemnified Parties, arising out of or related to: (i) Customer Content, Customer Domain Name(s) and/or Customer Brand Features; (ii) Customer's use of the Service; (iii) Customer's disclosure of End User information; (iv) any Customer Content; (v) any breach or non-compliance by Customer or any Customer End User of this Agreement, any of Google's policies or Customer's representations or the provision of warranties contained herein; and (vi) any End User's use of the Service.
- Limitation of Liability. IN NO EVENT WILL GOOGLE OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL GOOGLE'S AND/OR ITS LICENSORS LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED ONE THOUSAND US DOLLARS ($1000). THE SERVICE IS PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
- Term; Termination.
15.1. Term. Unless terminated earlier in accordance with this Agreement, this Agreement will begin on the Effective Date and expire one (1) year thereafter (the “Initial Term“) and will automatically renew for three (3) additional one (1) year terms unless either party notifies the other party of its intent not to renew at least sixty (60) days prior to the end of the then-current term (the Initial Term and all such renewal terms, collectively, the “Term“).
15.2. Termination. Customer may terminate this Agreement with thirty (30) days prior written notice to Google. Google may terminate this Agreement with six (6) months prior written notice to Customer. Google may terminate this Agreement upon thirty (30) days written notice if Customer fails to cure any breach of this Agreement within such thirty-day period. In addition, Google may, immediately upon written notice, suspend any and all Services, and thereafter terminate this Agreement upon written notice: (i) if Customer breaches Section 3 (Customer Obligations), Section 4 (Restrictions), Section 7 (Confidential Information) or Section 8 (Ownership; Restricted Use); (ii) if Google reasonably determines that it is commercially impractical to continue providing the Service in light of applicable laws; or (iii) if Customer is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches. Google, upon notice of the duration of which Google in its reasonable discretion may determine, reserves the right at any time and from time to time to make commercially reasonable modifications to the Service (or any part thereof), including hours of operation and availability of any feature of the Service, with or without notice. Customer agrees that Google shall not be liable to Customer, any End User or any third party for any modification, suspension or termination of the Service provided for in this Agreement. Sections 7 (Confidentiality), 8 (Ownership; Restricted Use), 11 (Representations and Warranties), 12 (Warranty Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), 15 (Termination), 17 (Information Requests) and 18 (Miscellaneous) shall survive the expiration or termination of this Agreement. Upon the expiration or termination of the Agreement for any reason: (i) all rights and licences granted by Google shall cease immediately; (ii) each party shall promptly return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party; and (iii) Customer’s rights to use any Google Brand Features, as permitted under the Agreement, shall cease immediately.
15.3. Suspension and Termination in the Event of an Injunction. Google may suspend performance under this Agreement in whole or in part with immediate effect if, as a result of a claim alleging facts that would constitute a breach of Customer’s representations and warranties made in Section 11, Google is obliged by final or temporary court order or magisterial decision to temporarily or permanently refrain from continuing to perform its obligations under this Agreement. Google's rights under this provision shall become effective on the date of the court order or magisterial decision or on the date of the service of the order irrespective of the possibility of appeal. If any suspension under this paragraph continues for more than six (6) months, Google may terminate this Agreement in whole or in part immediately upon written request.
- No Fees. Provided that Google continues to offer the Service to Customer, Google will provide End User Accounts to Customer free of charge during the Term; provided that such commitment does not apply to new services that may be added by Google to the Service. For the sake of clarity, Google reserves the right to offer a premium version of the Service for a fee. Google is providing the Service during the Term free of charge; however, Google reserves the right to charge a fee for the Service after the Term.
- Miscellaneous. 17. Miscellaneous. Customer may not assign or otherwise transfer its rights or delegate its obligations under this Agreement, without the prior written consent of Google. Any attempted assignment in derogation hereof shall be null and void. Customer agrees that there shall be no third-party beneficiaries to this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its choice of law provisions, and Customer and Google agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Each party shall comply with all laws, rules and regulations, if any, applicable to it in connection with the performance of its obligations under the Agreement. All notices shall be in English and in writing and (a) if sent to Customer to the address identified above and (b) if sent to Google to such address as provided at: www.google.com/corporate/address.html or as otherwise provided in writing for such notice purposes; provided, however, that all invoices and payments shall be sent to the attention of Google Finance, all legal notices shall be sent to the attention of the Google Legal Department and all other correspondence shall be sent to the attention of the account manager specified by Google. Notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself. The parties hereto are and shall remain independent contractors and nothing herein shall be deemed to create any agency, partnership or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party. The Agreement (1) shall be binding on and inure to the benefit of each of the parties and their respective successors and assigns; (2) may be executed in counterparts, including facsimile counterparts, each of which will be deemed an original and all of which when taken together will constitute one and the same instrument; and (3) shall be construed as if both parties jointly wrote it. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures and Internet disturbances. If any provision of this Agreement is found void and unenforceable, it shall be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. The unenforceability of any provision, however, shall not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. Any amendments or modifications to the Agreement must (i) be in writing; (ii) refer to the Agreement; and (iii) be executed by an authorised representative of each party. THIS AGREEMENT CONSTITUTES A COMPLETE INTEGRATION OF ALL UNDERSTANDINGS BETWEEN THE PARTIES AND IS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND GOOGLE RELATING TO THE SERVICE AND ALL TERMS HEREIN. THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY SPECIFICALLY REFERENCED UNIFORM RESOURCE LOCATOR (AS SUCH URL MAY BE MODIFIED FROM TIME TO TIME, AS PROVIDED HEREIN) SHALL TAKE PRECEDENCE OVER ANY PURCHASE ORDER, WEBSITE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR OTHER DOCUMENT WHETHER FORMALLY REJECTED BY GOOGLE OR NOT AND ANY CONFLICTING, INCONSISTENT OR ADDITIONAL TERMS CONTAINED THEREIN SHALL BE NULL AND VOID.
- Authority And Agreement To Be Bound. Each signatory of this Agreement represents and warrants (i) that he or she has the power and authority to accept and to bind the party that such signatory represents to this Agreement, (ii) that he or she has read and understands this Agreement, and (iii) that he or she hereby agrees, on behalf of the party that such signatory represents, to this Agreement.