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https://github.com/vaadin/framework.git
synchronizováno 2024-07-28 08:18:00 +02:00
614 řádky
36 KiB
Plaintext
614 řádky
36 KiB
Plaintext
Google App Engine Terms of Service
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Your Agreement with Google
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This License Agreement for Google App Engine (the "Agreement") is made and
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entered into by and between Google Inc., a Delaware corporation, with offices at
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1600 Amphitheatre Parkway, Mountain View 94043 ("Google") and the business
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entity agreeing to these terms ("Customer"). This Agreement is effective as of
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the date Customer clicks the "I Accept" button below (the "Effective Date"). If
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you are accepting on behalf of Customer, you represent and warrant that: (i) if
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you have full legal authority to bind Customer to this Agreement; (ii) you have
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read and understand this Agreement; and (iii) you agree, on behalf of Customer,
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to this Agreement. If you do not have the legal authority to bind Customer,
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please do not click the "I Accept" button below. This Agreement governs
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Customer's access to and use of the Service.
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1. Licenses.
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1.1 From Google to Customer. Subject to this Agreement, Google grants to
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Customer a worldwide, non-sublicensable, non-transferable, non-exclusive,
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terminable, limited license to (a) use the Service, (b) integrate the Service
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into any Application and provide the Service, solely as integrated into the
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Application, to users of the Application and (c) use any Software provided by
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Google as part of the Service.
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1.2 From Customer to Google. By submitting, posting, generating or displaying
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any Application and/or Customer Data on or through the Service, Customer gives
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Google a worldwide, non-sublicensable, non-transferable, non-exclusive,
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terminable, limited license to reproduce, adapt, modify, translate, publish,
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publicly perform, publicly display and distribute any Application and/or
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including Customer Data for the sole purpose of enabling Google to provide
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Customer with the Service in accordance with the Agreement.
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Provision of the Service.
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2.1 Console. Google will provide the Service to Customer. As part of receiving
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the Service, Customer will have access to the Admin Console, through which
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Customer may administer the Service.
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2.2 Facilities and Data Transfer. All facilities used to store and process an
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Application and Customer Data will adhere to reasonable security standards no
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less protective than the security standards at facilities where Google processes
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and stores its own information of a similar type. Google has implemented at
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least industry standard systems and procedures to ensure the security and
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confidentiality of an Application and Customer Data, protect against anticipated
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threats or hazards to the security or integrity of an Application and Customer
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Data, and protect against unauthorized access to or use of an Application and
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Customer Content. Google may process and store an Application and Customer Data
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in the United States or any other country in which Google or its agents maintain
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facilities. By using the Service, Customer consents to this processing and
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storage of an Application and Customer Data. The parties agree that Google is
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merely a data processor.
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2.3 Data Storage Selection.
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Data Storage. Customer may select via the Service whether the Core App
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Engine End User Data will be stored permanently, at rest, in either the United
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States or the European Union, and Google will store it accordingly ("App Engine
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Data Location Setting"). If no selection is made, Core App Engine End User Data
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will be stored permanently, at rest, in the United States.
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Transient Storage. Core App Engine End User Data may be stored transiently
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or cached in any country in which Google or its agents maintain facilities
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before reaching permanent storage.
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Limitations. No App Engine Data Location Setting will apply to Core App
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Engine End User Data copied in another location or used with other Google
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products and services (including any other Google Cloud Platform services). If
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so, the Core App Engine End User Data will be processed and stored pursuant to
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Section 2.2 of this Agreement.
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2.4 Accounts. Customer must have an Account to use the Service, and is
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responsible for the information it provides to create the Account, the security
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of its passwords for the Account, and for any use of its Account. If Customer
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becomes aware of any unauthorized use of its password or its Account, Customer
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will notify Google as promptly as possible.
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2.5 Privacy Policies. The Service is subject to Google's Privacy Policy. Changes
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to the Privacy Policy will be made as stated in the applicable policy. In
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addition, Google is enrolled in the U.S. Department of Commerce Safe Harbor
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Program and will remain enrolled in this program or another replacement program
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(or will adopt a compliance solution which achieves compliance with the terms of
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Article 25 of Directive 95/46/EC) throughout the Term of the Agreement.
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2.6 New Applications. Google may make new applications, tools, features or
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functionality available from time to time through the Service, the use of which
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may be contingent upon Customer's agreement to additional terms.
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2.7 Modifications.
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To the Service. Subject to Section 9.4 (Termination for Convenience), Google
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may make commercially reasonable Updates to the Service from time to time. If
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Google makes a material change to the Service, Google will inform Customer,
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provided that Customer has subscribed with Google to be informed about such
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change.
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To the Agreement. Google may make changes to this Agreement, including
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pricing from time to time. Unless otherwise noted by Google, material changes to
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the Agreement will become effective 90 days after they are posted, except if the
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changes apply to new functionality in which case they will be effective
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immediately. If Customer does not agree to the revised Agreement, please stop
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using the Service. Google will post any modification to this Agreement to the
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Terms URL.
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3. Payment Terms.
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3.1 Free Quota. The Service is provided to Customer without charge up to the Fee
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Threshold.
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3.2 Online Billing. Google will issue an electronic bill to Customer for all
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charges accrued above the Fee Threshold. Fees are solely based on Google's
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measurements of Customer's use of the Service, may include monthly fees, and
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Google's determination is final. For use above the Fee Threshold, Customer shall
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be responsible for all Fees up to the amount set in the Account and shall pay
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all Fees in U.S. Dollars or in such other currency as agreed to in writing by
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the parties. Customer shall pay all Fees in accordance with the payment terms in
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the Service FAQ.
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3.3 Delinquent Payments. Late payments may bear interest at the rate of 1.5% per
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month (or the highest rate permitted by law, if less). Google reserves the right
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to suspend your Account for any late payments.
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3.4 Taxes. Customer is responsible for any Taxes, and Customer will pay Google
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for the Services without any reduction for Taxes. If Google is obligated to
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collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer
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provides Google with a timely and valid tax exemption certificate authorized by
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the appropriate taxing authority. In some states the sales tax is due on the
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total purchase price at the time of sale and must be invoiced and collected at
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the time of the sale. If Customer is required by law to withhold any Taxes from
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its payments to Google, Customer must provide Google with an official tax
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receipt or other appropriate documentation to support such withholding payments.
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3.5 Invoice Disputes & Refunds. To the fullest extent permitted by law, Customer
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waives all claims relating to Fees unless claimed within sixty days after
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charged (this does not affect any Customer rights with its credit card issuer).
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Refunds (if any) are at the discretion of Google and will only be in the form of
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credit for the Service. Nothing in this Agreement obligates Google to extend
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credit to any party.
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4. Customer Obligations.
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4.1 Compliance. Customer is solely responsible for its Applications and Customer
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Data, and for making sure its Applications or Customer Data comply with the
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Acceptable Use Policy. Google reserves the right to review the Application or
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Customer Data to ensure Customer's compliance with the Acceptable Use Policy.
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Customer is responsible for ensuring all End Users comply with Customer's
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obligations under the Agreement.
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4.2 Privacy. Customer will protect the privacy and legal rights of its End Users
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under all applicable laws and regulations, which includes a legally adequate
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privacy notice communicated from Customer. Customer may have the ability to
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access, monitor, use, or disclose Customer Data submitted by End Users through
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the Service. Customer will obtain and maintain any required consents from End
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Users to allow Customer's access, monitoring, use and disclosure of Customer
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Data. Further, Customer will notify its End Users that any Customer Data
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provided as part of the Service will be made available to a third party as part
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of Google providing the Service.
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4.3 Restrictions. Customer will not, and will not allow third parties under its
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control to: (a) copy, modify, create a derivative work of, reverse engineer,
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decompile, translate, disassemble, or otherwise attempt to extract the source
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code of the Service or any component thereof (subject to Section 4.4 below); (b)
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use the Service for High Risk Activities; (c) sublicense, resell, or distribute
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the Service or any component thereof separate from any integrated Application;
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(d) use the Service to create, train, or improve (directly or indirectly) a
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substantially similar product or service, including any other machine
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translation engine; (e) create multiple Applications or Accounts to simulate or
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act as a single Application or Account (respectively) or otherwise access the
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Service in a manner intended to avoid incurring Fees; (f) use the Service to
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operate or enable any telecommunications service or in connection with any
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Application that allows End Users to place calls to or to receive calls from any
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public
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switched telephone network; or (g) process or store any Customer Data that is
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subject to the International Traffic in Arms Regulations maintained by the
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Department of State. Customer acknowledges that the Service is not HIPAA
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compliant and Customer is solely responsible for any applicable compliance with
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HIPAA.
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4.4 Open Source Components. Open source software licenses for components of the
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Service released under an open source license constitute separate written
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agreements. Open source software is listed in the Documentation. To the limited
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extent the open source software licenses expressly supersede this Agreement, the
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open source license instead governs Customer's agreement with Google for the
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specific included open source components of the Service, or use of the Service
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(as may be applicable).
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4.5 Documentation. Google may provide Documentation for Customer's use of the
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Service. The Documentation may specify restrictions (e.g. attribution of HTML
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restrictions) on how the Applications may be built or the Service may be used
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and Customer agrees to comply with any such restrictions specified.
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4.6 DMCA Policy. Google provides information to help copyright holders manage
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their intellectual property online, but Google cannot determine whether
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something is being used legally or not without their input. Google responds to
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notices of alleged copyright infringement and terminates accounts of repeat
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infringers according to the process set out in the U.S. Digital Millennium
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Copyright Act. If Customer thinks somebody is violating Customer's or its End
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Users' copyrights and wants to notify Google, Customer can find information
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about submitting notices, and Google's policy about responding to notices at
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http://www.google.com/dmca.html.
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4.7 Application and No Multiple Accounts, Bills. Any Application must have
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material value independent from the Services. Google has no obligation to
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provide multiple bills or Accounts to Customer under the Agreement.
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5. Suspension and Removals.
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5.1 Suspension/Removals. If Customer becomes aware that any Application or an
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End User's use of an Application, or Customer Data violates the Acceptable Use
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Policy, Customer will immediately suspend the Application, remove the applicable
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Customer Data, or suspend access to an End User (as may be applicable). If
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Customer fails to suspend or remove as noted in the prior sentence, Google may
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specifically request that Customer do so. If Customer fails to comply with
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Google's request to do so within twenty-four hours, then Google may suspend
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Google accounts of the applicable End Users, disable the Application, and/or
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disable the Account (as may be applicable) until such violation is corrected.
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5.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency
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Security Issue, then Google may automatically suspend the offending End User
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account, Application or the Account. Suspension will be to the minimum extent
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required, and of the minimum duration, to prevent or terminate the Emergency
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Security Issue. If Google suspends an End User account or the Application or
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Account, for any reason, without prior notice to Customer, at Customer's
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request, Google will provide Customer the reason for the suspension as soon as
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is reasonably possible.
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6. Intellectual Property Rights; Brand Features.
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6.1 Intellectual Property Rights. Except as expressly set forth herein, this
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Agreement does not grant either party any rights, implied or otherwise, to the
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other's content or any of the other's intellectual property. As between the
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parties, Customer owns all Intellectual Property Rights in any Application and
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Customer Content, and Google owns all Intellectual Property Rights in the
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Service.
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6.2 Brand Features Limitation. If Customer wants to display Google Brand
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Features in connection with its use of the Service, Customer must obtain written
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permission from Google through process specified in the Trademark Guidelines.
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For the sole purpose of providing the Service, Customer permits Google to
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display any Brand Features that may appear in its Application. Any use of a
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party's Brand Features will inure to the benefit of the party holding
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Intellectual Property Rights to those Brand Features. A party may revoke the
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other party's right to use its Brand Features pursuant to this Agreement with
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written notice to the other and a reasonable period to stop the use.
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7. Technical Support Service
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7.1 By Customer. Customer is responsible for technical support of its
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Application.
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7.2 Deprecation Policy.
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Google will announce if we intend to discontinue or make backwards incompatible
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changes to this API or Service. We will use commercially reasonable efforts to
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continue to operate that Service without these changes until the later of: (i)
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one year after the announcement or (ii) April 20, 2015, unless (as Google
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determines in its reasonable good faith judgment):
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required by law or third party relationship (including if there is a change
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in applicable law or relationship), or
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doing so could create a security risk or substantial economic or material
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technical burden.
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This Deprecation Policy doesn't apply to versions, features, and functionality
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labeled as "experimental."
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8. Confidential Information.
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8.1 Obligations. The recipient of the other party's Confidential Information
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will not disclose the Confidential Information, except to Affiliates, employees,
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agents, or professional advisors who need to know it and who have agreed in
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writing (or in the case of professional advisors are otherwise bound) to keep it
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confidential. The recipient will ensure that those people and entities use the
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Confidential Information only to exercise rights and fulfill obligations under
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this Agreement, while using reasonable care to keep it confidential. The
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recipient may also disclose Confidential Information when required by law after
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giving reasonable notice to the discloser if allowed by law. The recipient may
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also disclose Confidential Information to the extent required by applicable
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Legal Process; provided that the recipient uses commercially reasonable efforts
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to: (i) promptly notify the other party of such disclosure before disclosing;
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and (ii) comply with the other party's reasonable requests regarding its efforts
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to
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oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii)
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above will not apply if the recipient determines that complying with (i) and
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(ii) could: (a) result in a violation of Legal Process; (b) obstruct a
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governmental investigation; and/or (c) lead to death or serious physical harm to
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an individual. As between the parties, Customer is responsible for responding to
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all third party requests concerning its use and its End Users' use of the
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Services.
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9. Term and Termination.
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9.1 Agreement Term. The license granted in this Agreement will remain in effect,
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unless terminated earlier as set forth in this Agreement.
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9.2 Termination for Breach. Either party may terminate this Agreement for breach
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if: (i) the other party is in material breach of the Agreement and fails to cure
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that breach within thirty days after receipt of written notice; (ii) the other
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party ceases its business operations or becomes subject to insolvency
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proceedings and the proceedings are not dismissed within ninety days; or (iii)
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the other party is in material breach of this Agreement more than two times
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notwithstanding any cure of such breaches.
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9.3 Termination for Inactivity. Google reserves the right to terminate the
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Service for inactivity, if, for a period exceeding ninety days, Customer (a) has
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failed to access the Admin Console, (b) an Application has not served any
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requests, and (c) no electronic bills are being generated.
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9.4 Termination for Convenience. Customer may stop using the Service at any
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time. Customer may terminate this Agreement for convenience at any time on prior
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written notice and upon termination, must cease use of the Service. Google may
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terminate this Agreement for its convenience at any time without liability to
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Customer. Subject to Section 7.2, Google may discontinue the Service or any
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portion or feature for any reason at any time without liability to Customer.
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9.5 Effects of Termination. If the Agreement expires or is terminated, then: (i)
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the rights granted by one party to the other will immediately cease; (ii) all
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Fees (including Taxes) owed by Customer to Google are immediately due upon
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receipt of the final electronic bill; (iii) Customer will delete the Software,
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any Application and any Customer Data; and (iv) upon request, each party will
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use commercially reasonable efforts to return or destroy all Confidential
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Information of the other party.
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10. Publicity.
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Customer is permitted to state publicly that it is a customer of the Service,
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consistent with the Trademark Guidelines. Customer agrees that Google may
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include Customer's name or Brand Features in a list of Google customers, online
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or promotional materials. Customer also agrees that Google may verbally
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reference Customer as a customer of the Google products or services that are the
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subject of this Agreement. This section is subject to the "Brand Features
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Limitation" section of the Agreement. For clarification, neither party needs to
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seek approval from the other if the party is repeating a public statement that
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is substantially similar to a public statement that has been previously
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approved.
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11. Representations.
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Each party represents that: (a) it has full power and authority to enter into
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the Agreement; and (b) it will comply with all laws and regulations applicable
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to its provision, or use, of the Service, as applicable. Google warrants it will
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provide the Service in accordance with the applicable SLA.
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12. Disclaimer.
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EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY
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APPLICABLE LAW, GOOGLE DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER
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EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
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WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
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GOOGLE IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY
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CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE
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SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS
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APPLICATION AND CUSTOMER CONTENT. GOOGLE DOES NOT WARRANT THAT THE OPERATION OF
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THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE
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SOFTWARE NOR THE SERVICE ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK
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ACTIVITIES.
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13. Limitation of Liability.
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13.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTEND PERMITTED BY
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APPLICABLE LAW, NEITHER PARTY, NOR GOOGLE'S SUPPLIERS, WILL BE LIABLE UNDER THIS
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AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
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EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT
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SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
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13.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
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APPLICABLE LAW, NEITHER PARTY, NOR GOOGLE'S SUPPLIER'S, MAY BE HELD LIABLE UNDER
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THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE DURING THE
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TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
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13.3 Exceptions to Limitations. These limitations of liability do not apply to
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breaches of confidentiality obligations, violations of a party's Intellectual
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Property Rights by the other party, or indemnification obligations.
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14. Indemnification.
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14.1 By Customer. Customer will indemnify, defend, and hold harmless Google from
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and against all liabilities, damages, and costs (including settlement costs and
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reasonable attorneys' fees) arising out of a third party claim: (i) regarding
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any Application or Customer Content; (ii) that Customer Brand Features infringe
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or misappropriate any patent, copyright, trade secret or trademark of a third
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party; or (iii) regarding Customer's, or its End Users', use of the Service in
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violation of the Acceptable Use Policy.
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14.2 By Google. Google will indemnify, defend, and hold harmless Customer from
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and against all liabilities, damages, and costs (including settlement costs and
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reasonable attorneys' fees) arising out of a third party claim that Google's
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technology used to provide the Service (excluding any open source software) or
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any Google Brand Feature infringes or misappropriates any patent, copyright,
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trade secret or trademark of such third party. Notwithstanding the foregoing, in
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no event shall Google have any obligations or liability under this Section
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arising from: (i) use of any Service or Google Brand Features in a modified form
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or in combination with materials not furnished by Google, and (ii) any Customer
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Content.
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14.3 Possible Infringement.
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Repair, Replace, or Modify. If Google reasonably believes the Service
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infringes a third party's Intellectual Property Rights, then Google will: (a)
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obtain the right for Customer, at Google's expense, to continue using the
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Service; (b) provide a non-infringing functionally equivalent replacement; or
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(c) modify the Service so that it no longer infringes.
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Suspension or Termination. If Google does not believe the foregoing options
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are commercially reasonable, then Google may suspend or terminate Customer's use
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of the impacted Service.
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14.4 General. As a condition to indemnification for a claim, the party seeking
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indemnification must promptly notify the other party of the claim in writing and
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cooperate with the other party in defending the claim. The indemnifying party
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has full control and authority over the defense, except that: (a) any settlement
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requiring the party seeking indemnification to admit liability or to pay any
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money will require that party's prior written consent, such consent not to be
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unreasonably withheld or delayed; and (b) the other party may join in the
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defense with its own counsel at its own expense. Notwithstanding the foregoing,
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if the indemnified party settles without the prior written consent of the
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indemnifying party, the indemnifying party has no obligation of contribution.
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THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF
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A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
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15. Government Purposes (applicable to United States government customers only).
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The Service was developed solely at private expense and is commercial computer
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software and related documentation within the meaning of the applicable civilian
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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.
|