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- Google App Engine Terms of Service
- Your Agreement with Google
-
- This License Agreement for Google App Engine (the "Agreement") is made and
- entered into by and between Google Inc., a Delaware corporation, with offices at
- 1600 Amphitheatre Parkway, Mountain View 94043 ("Google") and the business
- entity agreeing to these terms ("Customer"). This Agreement is effective as of
- the date Customer clicks the "I Accept" button below (the "Effective Date"). If
- you are accepting on behalf of Customer, you represent and warrant that: (i) if
- you have full legal authority to bind Customer to this Agreement; (ii) you have
- read and understand this Agreement; and (iii) you agree, on behalf of Customer,
- to this Agreement. If you do not have the legal authority to bind Customer,
- please do not click the "I Accept" button below. This Agreement governs
- Customer's access to and use of the Service.
- 1. Licenses.
-
- 1.1 From Google to Customer. Subject to this Agreement, Google grants to
- Customer a worldwide, non-sublicensable, non-transferable, non-exclusive,
- terminable, limited license to (a) use the Service, (b) integrate the Service
- into any Application and provide the Service, solely as integrated into the
- Application, to users of the Application and (c) use any Software provided by
- Google as part of the Service.
-
- 1.2 From Customer to Google. By submitting, posting, generating or displaying
- any Application and/or Customer Data on or through the Service, Customer gives
- Google a worldwide, non-sublicensable, non-transferable, non-exclusive,
- terminable, limited license to reproduce, adapt, modify, translate, publish,
- publicly perform, publicly display and distribute any Application and/or
- including Customer Data for the sole purpose of enabling Google to provide
- Customer with the Service in accordance with the Agreement.
- Provision of the Service.
-
- 2.1 Console. Google will provide the Service to Customer. As part of receiving
- the Service, Customer will have access to the Admin Console, through which
- Customer may administer the Service.
-
- 2.2 Facilities and Data Transfer. All facilities used to store and process an
- Application and Customer Data will adhere to reasonable security standards no
- less protective than the security standards at facilities where Google processes
- and stores its own information of a similar type. Google has implemented at
- least industry standard systems and procedures to ensure the security and
- confidentiality of an Application and Customer Data, protect against anticipated
- threats or hazards to the security or integrity of an Application and Customer
- Data, and protect against unauthorized access to or use of an Application and
- Customer Content. Google may process and store an Application and Customer Data
- in the United States or any other country in which Google or its agents maintain
- facilities. By using the Service, Customer consents to this processing and
- storage of an Application and Customer Data. The parties agree that Google is
- merely a data processor.
-
- 2.3 Data Storage Selection.
-
- Data Storage. Customer may select via the Service whether the Core App
- Engine End User Data will be stored permanently, at rest, in either the United
- States or the European Union, and Google will store it accordingly ("App Engine
- Data Location Setting"). If no selection is made, Core App Engine End User Data
- will be stored permanently, at rest, in the United States.
- Transient Storage. Core App Engine End User Data may be stored transiently
- or cached in any country in which Google or its agents maintain facilities
- before reaching permanent storage.
- Limitations. No App Engine Data Location Setting will apply to Core App
- Engine End User Data copied in another location or used with other Google
- products and services (including any other Google Cloud Platform services). If
- so, the Core App Engine End User Data will be processed and stored pursuant to
- Section 2.2 of this Agreement.
-
- 2.4 Accounts. Customer must have an Account to use the Service, and is
- responsible for the information it provides to create the Account, the security
- of its passwords for the Account, and for any use of its Account. If Customer
- becomes aware of any unauthorized use of its password or its Account, Customer
- will notify Google as promptly as possible.
-
- 2.5 Privacy Policies. The Service is subject to Google's Privacy Policy. Changes
- to the Privacy Policy will be made as stated in the applicable policy. In
- addition, Google is enrolled in the U.S. Department of Commerce Safe Harbor
- Program and will remain enrolled in this program or another replacement program
- (or will adopt a compliance solution which achieves compliance with the terms of
- Article 25 of Directive 95/46/EC) throughout the Term of the Agreement.
-
- 2.6 New Applications. Google may make new applications, tools, features or
- functionality available from time to time through the Service, the use of which
- may be contingent upon Customer's agreement to additional terms.
-
- 2.7 Modifications.
-
- To the Service. Subject to Section 9.4 (Termination for Convenience), Google
- may make commercially reasonable Updates to the Service from time to time. If
- Google makes a material change to the Service, Google will inform Customer,
- provided that Customer has subscribed with Google to be informed about such
- change.
- To the Agreement. Google may make changes to this Agreement, including
- pricing from time to time. Unless otherwise noted by Google, material changes to
- the Agreement will become effective 90 days after they are posted, except if the
- changes apply to new functionality in which case they will be effective
- immediately. If Customer does not agree to the revised Agreement, please stop
- using the Service. Google will post any modification to this Agreement to the
- Terms URL.
-
- 3. Payment Terms.
-
- 3.1 Free Quota. The Service is provided to Customer without charge up to the Fee
- Threshold.
-
- 3.2 Online Billing. Google will issue an electronic bill to Customer for all
- charges accrued above the Fee Threshold. Fees are solely based on Google's
- measurements of Customer's use of the Service, may include monthly fees, and
- Google's determination is final. For use above the Fee Threshold, Customer shall
- be responsible for all Fees up to the amount set in the Account and shall pay
- all Fees in U.S. Dollars or in such other currency as agreed to in writing by
- the parties. Customer shall pay all Fees in accordance with the payment terms in
- the Service FAQ.
-
- 3.3 Delinquent Payments. Late payments may bear interest at the rate of 1.5% per
- month (or the highest rate permitted by law, if less). Google reserves the right
- to suspend your Account for any late payments.
-
- 3.4 Taxes. Customer is responsible for any Taxes, and Customer will pay Google
- for the Services without any reduction for Taxes. If Google is obligated to
- collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer
- provides Google with a timely and valid tax exemption certificate authorized by
- the appropriate taxing authority. In some states the sales tax is due on the
- total purchase price at the time of sale and must be invoiced and collected at
- the time of the sale. If Customer is required by law to withhold any Taxes from
- its payments to Google, Customer must provide Google with an official tax
- receipt or other appropriate documentation to support such withholding payments.
-
- 3.5 Invoice Disputes & Refunds. To the fullest extent permitted by law, Customer
- waives all claims relating to Fees unless claimed within sixty days after
- charged (this does not affect any Customer rights with its credit card issuer).
- Refunds (if any) are at the discretion of Google and will only be in the form of
- credit for the Service. Nothing in this Agreement obligates Google to extend
- credit to any party.
- 4. Customer Obligations.
-
- 4.1 Compliance. Customer is solely responsible for its Applications and Customer
- Data, and for making sure its Applications or Customer Data comply with the
- Acceptable Use Policy. Google reserves the right to review the Application or
- Customer Data to ensure Customer's compliance with the Acceptable Use Policy.
- Customer is responsible for ensuring all End Users comply with Customer's
- obligations under the Agreement.
-
- 4.2 Privacy. Customer will protect the privacy and legal rights of its End Users
- under all applicable laws and regulations, which includes a legally adequate
- privacy notice communicated from Customer. Customer may have the ability to
- access, monitor, use, or disclose Customer Data submitted by End Users through
- the Service. Customer will obtain and maintain any required consents from End
- Users to allow Customer's access, monitoring, use and disclosure of Customer
- Data. Further, Customer will notify its End Users that any Customer Data
- provided as part of the Service will be made available to a third party as part
- of Google providing the Service.
-
- 4.3 Restrictions. Customer will not, and will not allow third parties under its
- control to: (a) copy, modify, create a derivative work of, reverse engineer,
- decompile, translate, disassemble, or otherwise attempt to extract the source
- code of the Service or any component thereof (subject to Section 4.4 below); (b)
- use the Service for High Risk Activities; (c) sublicense, resell, or distribute
- the Service or any component thereof separate from any integrated Application;
- (d) use the Service to create, train, or improve (directly or indirectly) a
- substantially similar product or service, including any other machine
- translation engine; (e) create multiple Applications or Accounts to simulate or
- act as a single Application or Account (respectively) or otherwise access the
- Service in a manner intended to avoid incurring Fees; (f) use the Service to
- operate or enable any telecommunications service or in connection with any
- Application that allows End Users to place calls to or to receive calls from any
- public
- switched telephone network; or (g) process or store any Customer Data that is
- subject to the International Traffic in Arms Regulations maintained by the
- Department of State. Customer acknowledges that the Service is not HIPAA
- compliant and Customer is solely responsible for any applicable compliance with
- HIPAA.
-
- 4.4 Open Source Components. Open source software licenses for components of the
- Service released under an open source license constitute separate written
- agreements. Open source software is listed in the Documentation. To the limited
- extent the open source software licenses expressly supersede this Agreement, the
- open source license instead governs Customer's agreement with Google for the
- specific included open source components of the Service, or use of the Service
- (as may be applicable).
-
- 4.5 Documentation. Google may provide Documentation for Customer's use of the
- Service. The Documentation may specify restrictions (e.g. attribution of HTML
- restrictions) on how the Applications may be built or the Service may be used
- and Customer agrees to comply with any such restrictions specified.
-
- 4.6 DMCA Policy. Google provides information to help copyright holders manage
- their intellectual property online, but Google cannot determine whether
- something is being used legally or not without their input. Google responds to
- notices of alleged copyright infringement and terminates accounts of repeat
- infringers according to the process set out in the U.S. Digital Millennium
- Copyright Act. If Customer thinks somebody is violating Customer's or its End
- Users' copyrights and wants to notify Google, Customer can find information
- about submitting notices, and Google's policy about responding to notices at
- http://www.google.com/dmca.html.
-
- 4.7 Application and No Multiple Accounts, Bills. Any Application must have
- material value independent from the Services. Google has no obligation to
- provide multiple bills or Accounts to Customer under the Agreement.
- 5. Suspension and Removals.
-
- 5.1 Suspension/Removals. If Customer becomes aware that any Application or an
- End User's use of an Application, or Customer Data violates the Acceptable Use
- Policy, Customer will immediately suspend the Application, remove the applicable
- Customer Data, or suspend access to an End User (as may be applicable). If
- Customer fails to suspend or remove as noted in the prior sentence, Google may
- specifically request that Customer do so. If Customer fails to comply with
- Google's request to do so within twenty-four hours, then Google may suspend
- Google accounts of the applicable End Users, disable the Application, and/or
- disable the Account (as may be applicable) until such violation is corrected.
-
- 5.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency
- Security Issue, then Google may automatically suspend the offending End User
- account, Application or the Account. Suspension will be to the minimum extent
- required, and of the minimum duration, to prevent or terminate the Emergency
- Security Issue. If Google suspends an End User account or the Application or
- Account, for any reason, without prior notice to Customer, at Customer's
- request, Google will provide Customer the reason for the suspension as soon as
- is reasonably possible.
- 6. Intellectual Property Rights; Brand Features.
-
- 6.1 Intellectual Property Rights. Except as expressly set forth herein, this
- Agreement does not grant either party any rights, implied or otherwise, to the
- other's content or any of the other's intellectual property. As between the
- parties, Customer owns all Intellectual Property Rights in any Application and
- Customer Content, and Google owns all Intellectual Property Rights in the
- Service.
-
- 6.2 Brand Features Limitation. If Customer wants to display Google Brand
- Features in connection with its use of the Service, Customer must obtain written
- permission from Google through process specified in the Trademark Guidelines.
- For the sole purpose of providing the Service, Customer permits Google to
- display any Brand Features that may appear in its Application. Any use of a
- party's Brand Features will inure to the benefit of the party holding
- Intellectual Property Rights to those Brand Features. A party may revoke the
- other party's right to use its Brand Features pursuant to this Agreement with
- written notice to the other and a reasonable period to stop the use.
- 7. Technical Support Service
-
- 7.1 By Customer. Customer is responsible for technical support of its
- Application.
-
- 7.2 Deprecation Policy.
-
- Google will announce if we intend to discontinue or make backwards incompatible
- changes to this API or Service. We will use commercially reasonable efforts to
- continue to operate that Service without these changes until the later of: (i)
- one year after the announcement or (ii) April 20, 2015, unless (as Google
- determines in its reasonable good faith judgment):
-
- required by law or third party relationship (including if there is a change
- in applicable law or relationship), or
- doing so could create a security risk or substantial economic or material
- technical burden.
-
- This Deprecation Policy doesn't apply to versions, features, and functionality
- labeled as "experimental."
- 8. Confidential Information.
-
- 8.1 Obligations. The recipient of the other party's Confidential Information
- will not disclose the Confidential Information, except to Affiliates, employees,
- agents, 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 use the
- Confidential Information only to exercise rights and fulfill obligations under
- this Agreement, while using reasonable care to keep it confidential. The
- recipient may also disclose Confidential Information when required by law after
- giving reasonable notice to the discloser if allowed by law. The recipient may
- also disclose Confidential Information to the extent required by applicable
- Legal Process; provided that the recipient uses commercially reasonable efforts
- to: (i) promptly notify the other party of such disclosure before disclosing;
- and (ii) comply with the other party's reasonable requests regarding its efforts
- to
- oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii)
- above will not apply if the recipient determines that complying with (i) and
- (ii) could: (a) result in a violation of Legal Process; (b) obstruct a
- governmental investigation; and/or (c) lead to death or serious physical harm to
- an individual. As between the parties, Customer is responsible for responding to
- all third party requests concerning its use and its End Users' use of the
- Services.
- 9. Term and Termination.
-
- 9.1 Agreement Term. The license granted in this Agreement will remain in effect,
- unless terminated earlier as set forth in this Agreement.
-
- 9.2 Termination for Breach. Either party may terminate this Agreement for breach
- if: (i) the other party is in material breach of the Agreement and fails to cure
- that breach within thirty days after receipt of written notice; (ii) the other
- party ceases its business operations or becomes subject to insolvency
- proceedings and the proceedings are not dismissed within ninety days; or (iii)
- the other party is in material breach of this Agreement more than two times
- notwithstanding any cure of such breaches.
-
- 9.3 Termination for Inactivity. Google reserves the right to terminate the
- Service for inactivity, if, for a period exceeding ninety days, Customer (a) has
- failed to access the Admin Console, (b) an Application has not served any
- requests, and (c) no electronic bills are being generated.
-
- 9.4 Termination for Convenience. Customer may stop using the Service at any
- time. Customer may terminate this Agreement for convenience at any time on prior
- written notice and upon termination, must cease use of the Service. Google may
- terminate this Agreement for its convenience at any time without liability to
- Customer. Subject to Section 7.2, Google may discontinue the Service or any
- portion or feature for any reason at any time without liability to Customer.
-
- 9.5 Effects of Termination. If the Agreement expires or is terminated, then: (i)
- the rights granted by one party to the other will immediately cease; (ii) all
- Fees (including Taxes) owed by Customer to Google are immediately due upon
- receipt of the final electronic bill; (iii) Customer will delete the Software,
- any Application and any Customer Data; and (iv) upon request, each party will
- use commercially reasonable efforts to return or destroy all Confidential
- Information of the other party.
- 10. Publicity.
-
- Customer is permitted to state publicly that it is a customer of the Service,
- consistent with the Trademark Guidelines. Customer agrees that Google may
- include Customer's name or Brand Features in a list of Google customers, online
- or promotional materials. Customer also agrees that Google may verbally
- reference Customer as a customer of the Google products or services that are the
- subject of this Agreement. This section is subject to the "Brand Features
- Limitation" section of the Agreement. For clarification, neither party needs to
- seek approval from the other if the party is repeating a public statement that
- is substantially similar to a public statement that has been previously
- approved.
- 11. Representations.
-
- Each party represents that: (a) it has full power and authority to enter into
- the Agreement; and (b) it will comply with all laws and regulations applicable
- to its provision, or use, of the Service, as applicable. Google warrants it will
- provide the Service in accordance with the applicable SLA.
- 12. Disclaimer.
-
- EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY
- APPLICABLE LAW, GOOGLE DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER
- EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
- WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
- GOOGLE IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY
- CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE
- SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS
- APPLICATION AND CUSTOMER CONTENT. GOOGLE DOES NOT WARRANT THAT THE OPERATION OF
- THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE
- SOFTWARE NOR THE SERVICE ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK
- ACTIVITIES.
- 13. Limitation of Liability.
-
- 13.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTEND PERMITTED BY
- APPLICABLE LAW, NEITHER PARTY, NOR GOOGLE'S SUPPLIERS, WILL BE LIABLE UNDER THIS
- AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
- EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT
- SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
-
- 13.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
- APPLICABLE LAW, NEITHER PARTY, NOR GOOGLE'S SUPPLIER'S, MAY BE HELD LIABLE UNDER
- THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE DURING THE
- TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
-
- 13.3 Exceptions to Limitations. These limitations of liability do not apply to
- breaches of confidentiality obligations, violations of a party's Intellectual
- Property Rights by the other party, or indemnification obligations.
- 14. Indemnification.
-
- 14.1 By Customer. Customer will indemnify, defend, and hold harmless Google from
- and against all liabilities, damages, and costs (including settlement costs and
- reasonable attorneys' fees) arising out of a third party claim: (i) regarding
- any Application or Customer Content; (ii) that Customer Brand Features infringe
- or misappropriate any patent, copyright, trade secret or trademark of a third
- party; or (iii) regarding Customer's, or its End Users', use of the Service in
- violation of the Acceptable Use Policy.
-
- 14.2 By Google. Google will indemnify, defend, and hold harmless Customer from
- and against all liabilities, damages, and costs (including settlement costs and
- reasonable attorneys' fees) arising out of a third party claim that Google's
- technology used to provide the Service (excluding any open source software) or
- any Google Brand Feature infringes or misappropriates any patent, copyright,
- trade secret or trademark of such third party. Notwithstanding the foregoing, in
- no event shall Google have any obligations or liability under this Section
- arising from: (i) use of any Service or Google Brand Features in a modified form
- or in combination with materials not furnished by Google, and (ii) any Customer
- Content.
-
- 14.3 Possible Infringement.
-
- Repair, Replace, or Modify. If Google reasonably believes the Service
- infringes a third party's Intellectual Property Rights, then Google will: (a)
- obtain the right for Customer, at Google's expense, to continue using the
- Service; (b) provide a non-infringing functionally equivalent replacement; or
- (c) modify the Service so that it no longer infringes.
- Suspension or Termination. If Google does not believe the foregoing options
- are commercially reasonable, then Google may suspend or terminate Customer's use
- of the impacted Service.
-
- 14.4 General. As a condition to indemnification for a claim, the party seeking
- indemnification must promptly notify the other party of the claim in writing and
- cooperate with the other party in defending the claim. The indemnifying party
- has full control and authority over the defense, except that: (a) any settlement
- requiring the party seeking indemnification to admit liability or to pay any
- money will require that party's prior written consent, such consent not to be
- unreasonably withheld or delayed; and (b) the other party may join in the
- defense with its own counsel at its own expense. Notwithstanding the foregoing,
- if the indemnified party settles without the prior written consent of the
- indemnifying party, the indemnifying party has no obligation of contribution.
- THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF
- A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
- 15. Government Purposes (applicable to United States government customers only).
-
- The Service was developed solely at private expense and is commercial computer
- software and related documentation within the meaning of the applicable civilian
- and military Federal acquisition regulations and any supplements thereto. If the
- user of the Service is an agency, department, employee, or other entity of the
- United States Government, under FAR 12.212 and DFARS 227.7202, the use,
- duplication, reproduction, release, modification, disclosure, or transfer of the
- Service, including technical data or manuals, is governed by the terms and
- conditions contained in this Agreement, which is Google's standard commercial
- license agreement.
- 16. Miscellaneous.
-
- 16.1 Notices. All notices must be in writing and addressed to the other party's
- legal department and primary point of contact. The email address for notices
- being sent to Google's Legal Department is legal-notices@google.com. Notice will
- be treated as given: (a) on receipt as verified by written automated receipt or
- by electronic log (as applicable).
-
- 16.2 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; (b) the assigning
- party remains liable for obligations under the Agreement if the assignee
- defaults on them; and (c) the assigning party has notified the other party of
- the assignment. Any other attempt to assign is void.
-
- 16.3 Change of Control. If a party experiences a change of Control (for example,
- through a stock purchase or sale, merger, or other form of corporate
- transaction): (a) that party will give written notice to the other party within
- thirty days after the change of Control; and (b) the other party may immediately
- terminate this Agreement any time between the change of Control and thirty days
- after it receives that written notice.
-
- 16.4 Force Majeure. Neither party will be liable for failure or delay in
- performance to the extent caused by circumstances beyond its reasonable control.
-
- 16.5 No Agency. This Agreement does not create any agency, partnership or joint
- venture between the parties.
-
- 16.6 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.
-
- 16.7 Severability. If any term (or part of a term) of this Agreement is invalid,
- illegal or unenforceable, the rest of the Agreement will remain in effect.
-
- 16.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits
- on any third party unless it expressly states that it does.
-
- 16.9 Equitable Relief. Nothing in this Agreement will limit either party's
- ability to seek equitable relief.
-
- 16.10 Governing Law.
-
- For City, County, and State Government Entities. If Customer is a city,
- county or state government entity, then the parties agree to remain silent
- regarding governing law and venue.
- For Federal Government Entities. If Customer is a federal government entity
- then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
- AGREEMENT OR THE SERVICE 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 SERVICE,
- THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE
- COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
- For All Other Entities. If Customer is any entity not set forth in Section
- 16.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR
- RELATING TO THIS AGREEMENT OR THE SERVICE 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.
-
- 16.11 Amendments. Any amendment must be in writing, signed by both parties, and
- expressly state that it is amending this Agreement.
-
- 16.12 Survival. The following Sections will survive expiration or termination of
- this Agreement: 6.1 (Intellectual Property Rights), 8 (Confidential
- Information), 9.5 (Effects of Termination), 13 (Limitation of Liability), 14
- (Indemnification) and 16 (Miscellaneous).
-
- 16.13 Entire Agreement. This Agreement supersedes all other agreements between
- the parties relating to its subject matter. In entering into this Agreement,
- neither party has relied on, and neither party will have any right remedy based
- on, any statement, representation or warranty (whether made negligently or
- innocently), except those expressly set out in this Agreement. The terms located
- at a URL referenced in this Agreement and the Documentation are hereby
- incorporated by this reference. After the Effective Date, Google may provide
- Customer with an updated URL in place of any URL in this Agreement.
-
- 16.14 Interpretation of Conflicting Terms. If there is a conflict among the
- documents that make up this Agreement, the documents will control in the
- following order: the Agreement, and the terms located at any URL.
-
- 16.15 Counterparts. The parties may execute this Agreement in counterparts,
- including facsimile, PDF and other electronic copies, which taken together will
- constitute one instrument.
-
- 16.16 Definitions.
-
- "Acceptable Use Policy" means the acceptable use policy set forth here:
- http://developers.google.com/cloud/terms/aup.
- "Account" means Customer's Google account (either gmail.com address or an
- Email address provided under the
- "Google Apps" product line); subject to those terms of service, as may be
- applicable.
- "Admin Console" means the online tool provided by Google to Customer for
- administering the Service.
- "Affiliate" means any entity that directly or indirectly controls, is
- controlled by, or is under common control with a party.
- "Application(s)" means any web application Customer creates using the
- Service, including any source code written by Customer to be used with the
- Service.
- "Brand Features" means the trade names, trademarks, service marks, logos,
- domain names, and other distinctive brand features of each party, respectively,
- as secured by such party from time to time.
- "Confidential Information" means information that one party (or an
- Affiliate) discloses to the other party under this Agreement, and which is
- marked as confidential or would normally under the circumstances be considered
- confidential information. It does not include information that the recipient
- already rightfully knew, that becomes public through no fault of the recipient,
- that was independently developed by the recipient, or that was lawfully given to
- the recipient by a third party. Customer Data is considered Customer's
- Confidential Information.
- "Control" means control of greater than fifty percent of the voting rights
- or equity interests of a party.
- "Core App Engine End User Data" means content provided through the use of an
- Application running on Google App Engine, by those End Users who are not acting
- as Developer End Users (and information related to those End Users stored by the
- Application), but excluding authentication information for those End Users'
- Google accounts.
- "Customer Data" means content provided, transmitted or displayed via the
- Service by Customer, or its End Users; but excluding any data provided as part
- of the Account.
- "Documentation" means the Google documentation in the form generally made
- available by Google to its customers for use with the Service, as may be found
- here: https://developers.google.com/appengine/docs or such other URL as Google
- may provide.
- "Emergency Security Issue" means either: (a) Customer's or its End User's
- use of the Service in violation of the Acceptable Use Policy, which could
- disrupt: (i) the Service; (ii) other Customers' or its End Users' use of the
- Service; or (iii) the Google network or servers used to provide the Service; or
- (b) unauthorized third party access to the Service.
- "End Users" means the individuals Customer permits to use the Application.
- "Export Control Laws" means all applicable export and re-export control laws
- and regulations, including the Export Administration Regulations ("EAR")
- maintained by the U.S. Department of Commerce, trade and economic sanctions
- maintained by the Treasury Department's Office of Foreign Assets Control, and
- the International Traffic in Arms Regulations ("ITAR") maintained by the
- Department of State.
- "Fee Threshold" means the threshold (as may be updated from time to time),
- which is more fully described here:
- https://developers.google.com/appengine/docs/quotas.
- "Fees" means the applicable fees for the Service and any applicable Taxes as
- set forth here: https://developers.google.com/appengine/docs/billing.
- "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 Service could lead to death, personal injury, or environmental
- damage.
- "HIPAA" means the Health Insurance Portability and Accountability Act of
- 1996 as it may be amended from time to time, and any regulations issued
- thereunder.
- "Intellectual Property Rights" means current and future worldwide rights
- under patent law, copyright law, trade secret law, trademark law, moral rights
- law, and other similar rights.
- "Legal Process" means a request for disclosure of data made pursuant to law,
- governmental regulation, court order, subpoena, warrant, governmental regulatory
- or agency request, or other valid legal authority, legal procedure, or similar
- process.
- "Privacy Policy" means Google's privacy policy located at:
- https://www.google.com/privacypolicy.html or such other URL as Google may
- provide.
- "Protected Health Information" means the definition on 45 CFR 160.103,
- limited to the information created or received by a business associate from on
- or behalf of a covered entity.
- "Service" means the Google App Engine Service as more fully described here:
- https://developers.google.com/appengine/ or such other URL as Google may
- provide. The APIs provided under the Service are listed here:
- https://developers.google.com/appengine/appengine_services or such other URL as
- Google may provide.
- "Service FAQ" means those FAQs more fully described here:
- https://developers.google.com/appengine/kb or such other URL as Google may
- provide.
- “Service Level Agreement” or “SLA” means the service level agreement then in
- effect for the Service available at the following URL:
- https://developers.google.com/appengine/sla or such other URL as Google may
- provide.
- "Software" means any downloadable tools, software development kits or other
- such proprietary computer software provided by Google in connection with the
- Service, which may be downloaded by Customer, and any updates Google may make to
- such Software from time to time.
- "Taxes" means any duties, customs fees, or taxes (other than Google's income
- tax) associated with the purchase of the Service, including any related
- penalties or interest.
- "Terms URL" means the following URL:
- https://developers.google.com/appengine/terms or such other URL as Google may
- provide.
- "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" means Google's Guidelines for Third Party Use of
- Google Brand Features, located at the following URL:
- http://www.google.com/permissions/guidelines.html or such other URL as Google
- may provide.
- "Updates" means the periodic software updates provided by Google to Customer
- from time to time. Updates are designed to improve, enhance and further develop
- the Service and may take the form of bug fixes, enhanced functions, new software
- modules and completely new versions.
- "Updates" means the periodic software updates provided by Google to Customer
- from time to time. Updates are designed to improve, enhance and further develop
- the Service and may take the form of bug fixes, enhanced functions, new software
- modules and completely new versions.
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