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author | John Ahlroos <john@vaadin.com> | 2013-01-31 12:15:57 +0200 |
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committer | John Ahlroos <john@vaadin.com> | 2013-01-31 13:34:06 +0200 |
commit | b2e086c0a258d380e6aeec5a2858db57b10c056d (patch) | |
tree | 8dffed251d5d10ab5c87aea266252174e735bc56 /WebContent/licenses/google-app-engine-terms-of-service.txt | |
parent | e73643afce3045af0c1e21eac1415358936b3179 (diff) | |
download | vaadin-framework-b2e086c0a258d380e6aeec5a2858db57b10c056d.tar.gz vaadin-framework-b2e086c0a258d380e6aeec5a2858db57b10c056d.zip |
Included licence files #10902
Change-Id: Id1ae14206137a366b85c6e25843c11cc2bf4804d
Diffstat (limited to 'WebContent/licenses/google-app-engine-terms-of-service.txt')
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diff --git a/WebContent/licenses/google-app-engine-terms-of-service.txt b/WebContent/licenses/google-app-engine-terms-of-service.txt new file mode 100644 index 0000000000..daaa8c2189 --- /dev/null +++ b/WebContent/licenses/google-app-engine-terms-of-service.txt @@ -0,0 +1,613 @@ +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. |