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Chrome Browser Cloud Management Agreement

Last modified: December 13, 2023 | Previous versions

This Chrome Browser Cloud Management Agreement ("Agreement") is entered into between Google LLC, a Delaware limited liability company, with offices at 1600 Amphitheatre Parkway Mountain View, California 94043 ("Google") and the entity agreeing to these terms ("Customer").This Agreement is effective as of the date Customer clicks the "I Accept" button or a similar button, or indicates its acceptance of this Agreement by using the Services ("Effective Date"). If Customer does not agree to these terms and conditions, Customer should click the "Cancel" button or a similar button, or make no further use of the Services. If you are accepting this Agreement on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, 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 Services during the Term.

  1. Services.
    1. Subscription to Services. During the Term, Google will provide the Services, and Customer may use the Services, in accordance with this Agreement.
    2. Cloud Identity. To use the Services, Customer will need Cloud Identity. If Customer already has Cloud Identity, Customer can log-in and start using the Services. If Customer does not yet have Cloud Identity, Customer will need to activate, and log-in to Cloud Identity to use the Services. Use of Cloud Identity (specifically excluding the Services, which are subject to this Agreement) is subject to the Cloud Identity Terms.
    3. Customer Domain Name Ownership. As part of providing the Services, Google may verify that Customer owns or controls the Customer Domain Name(s). If Customer does not own, or control, the Customer Domain Name(s), then Google will have no obligation to provide Customer with the Services. However, Google may, at its sole discretion, provide Customer with a Google Provided Domain for Customer's use with the Services during the Term. If a Google Provided Domain is issued to Customer, Customer's use of the Google Provided Domain is subject to the terms of this Agreement and the terms of the Google Subdomain License Agreement.
    4. New Features or Services. Google may make new applications, features or functionalities for the Services available from time to time, the use of which may be contingent upon Customer's agreement to additional terms.
    5. Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. As part of providing the Services, Google may transfer, store and process Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.
    6. Modifications to the Services.
      1. Changes to the Services. Google may make commercially reasonable changes to the Services from time to time.
      2. Changes to the Agreement. Google may make changes to this Agreement, including any linked documents, from time to time. Unless otherwise noted by Google, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality or are required by applicable law, in which case they will be effective immediately. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Section 8.3 (Customer Termination Rights). Customer's continued use of the Services after such material change will constitute Customer's consent to such changes.
    7. Data Processing Amendment. The Data Processing Amendment is incorporated by this reference into the Agreement.
    8. Service Specific Terms. The Service Specific Terms are incorporated by this reference into the Agreement. The Services are “Chrome Services” for purposes of the Service Specific Terms.
    9. Intellectual Property Rights; Feedback.
      1. Intellectual Property Rights. Except as expressly set forth in this Agreement, 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. Intellectual Property Rights in and to the content accessed through the Services are the property of the applicable content owner and may be protected by applicable laws. As between the parties, Google (and/or its licensors or suppliers) owns all Intellectual Property Rights in the Services.
      2. Customer Feedback. If Customer provides Google with Feedback about the Services, then Google may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Google all right, title, and interest in that Feedback.
  2. Customer Data Processing. Google will not access or use Customer Data, except as necessary to provide the Services to Customer or to produce reports solely for internal use to improve the Services. Such access and use will be in accordance with the Data Processing Amendment, if applicable.
  3. Customer Obligations.
    1. Compliance. Customer must ensure that all use of the Services by Customer, its Administrators and its End Users complies with this Agreement.
    2. Notification Email Address. Customer is required to provide a current and accurate Notification Email Address in the Admin Console. Customer understands that Google will rely on the Notification Email Address to send email notifications required under this Agreement. Failure to provide a current and accurate Notification Email Address will not be construed or deemed as a breach of any kind of Google’s notification obligations under this Agreement.
    3. Customer Administration of the Services. Customer may appoint Administrators through the Admin Console who will have rights to access the Admin Account(s). Customer is responsible for: (i) maintaining the confidentiality of the Admin Account(s) and associated password(s); (ii) designating those individuals who are authorized to access the Admin Account(s); (iii) ensuring that all activities which occur in connection with the Admin Account(s) comply with the Agreement; and (iv) promptly notifying Google of any unauthorized use of, or access to, the Admin Console or Admin Account(s), of which it becomes aware. At all times during the Term, Customer remains responsible for the foregoing obligations if Customer designates a third party as an Administrator.
    4. Administrator Access; End User Consent.
      1. Administrator Access. Administrators with Admin Accounts will have the ability to access the Admin Console on Customer's behalf to administer the Services. In accessing the Admin Console on Customer's behalf, Administrators will have the ability to access, monitor, use, modify, or disclose Customer Data through in the Admin Console as part of administering the Services.
      2. End User Consent. Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in this Agreement; and (ii) Google's provision of the Services.
    5. Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent allowed by law and by the terms of the Third Party Request: (i) promptly notify Customer of its receipt of a Third Party Request; (ii) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (iii) if the relevant information is solely held by Google and reasonably accessible by Google, provide Customer with the information required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Google only if it cannot reasonably obtain such information.
    6. Educational Institutions. If Customer is an educational institution, Customer acknowledges and agrees that it is solely responsible for compliance with the Children's Online Privacy Protection Act of 1998 (COPPA), including, but not limited to, obtaining parental consent concerning collection of students' personal information used in connection with the provisioning and use of the Services by Customer to manage End Users.
    7. APIs. Google may make certain APIs available to Customer with the Services for Customer or its Administrators’ use. Customer or its Administrators' use of such APIs will be subject to separate terms of service. For clarity, APIs made available to Customer are not part of the Services and Customer is not required to use the APIs in order to use the Services.
  4. Restrictions.
    1. Generally. Subject to Section 4.2 (Third Party Components), Customer will not, and will not allow others to do any of the following unless required by law, or unless Google consents in writing: (i) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the Services, or any component thereof; (ii) copy or make derivative works of the Services, attempt to extract the source code of the Services, or otherwise attempt to reduce the Services to human perceivable form; (iii) use the Services for High Risk Activities; (iv) transfer, sublicense, distribute, sell, lease or use for time-sharing or service bureau purposes the Services or any component of the Services; (v) remove or alter any Brand Features or other proprietary notices included with the Services; (vi) violate, or encourage the violation of, the legal rights of others; or (vii) use the Services for any unlawful, invasive, infringing, defamatory, or fraudulent purposes.
    2. Third Party Components. To the extent the Services include components governed by open source licenses with provisions inconsistent with this Agreement, those components are instead governed solely by the applicable open source licenses. To the extent the Services includes components governed by open source licenses requiring the provision of corresponding source code for those components, Google hereby provides that source code consistent with those licenses. Google hereby provides the Third Party Component Notice.
  5. Brand Features.
    1. Display of Brand Features. Google may display those Customer Brand Features authorized by Customer within designated areas of the Services (such authorization is provided by Customer uploading its Brand Features to the designated areas of the Services). Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features with the Services to indicate that the Services are provided by Google. Neither party may display or use the other party's Brand Features beyond what is allowed in this Agreement without the other party's prior written consent.
    2. Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in 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 such use.
  6. Technical Support. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's use of the Services. Google is under no obligation to provide technical support, or to respond to questions and complaints from End Users or third parties, regarding the Services.
  7. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY OR THEIR LICENSORS 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 DOES NOT WARRANT AND MAKES NO REPRESENTATIONS: (I) THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, (II) ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES, AND (III) THAT THE SERVICES ARE DESIGNED OR INTENDED FOR HIGH RISK ACTIVITIES.
  8. Term and Termination.
    1. Term. The term of this Agreement begins on the Effective Date and will continue until terminated in accordance with Section 8 (Term and Termination) of this Agreement ("Term").
    2. Termination for Breach or Insolvency. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; or (ii) the other party ceases its business operations or, to the extent permitted by applicable law, becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
    3. Customer Termination Rights. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services.
    4. Google Termination Rights. Google may at any time terminate this Agreement if: (i) required by law; (ii) Google is transitioning to no longer providing the Services; (iii) the provision of the Services is, in Google’s opinion, no longer commercially viable; or (iv) for Google’s convenience, without cause.
    5. Effects of Termination.
      1. Termination of the Agreement is effective immediately and Customer will cease use of the Services on the termination date, unless otherwise specified in the termination notice.
      2. After the termination date: (i) Customer will not have access to, or the ability to export, the Customer Data; (ii) Customer will delete the Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement; (iii) Google will delete Customer Data in accordance with the terms of the Agreement; and (iv) upon request each party will promptly use reasonable efforts to return or destroy any remaining Confidential Information of the other party.
    6. Survival. The following Sections will survive termination of this Agreement: Section 1.8 (Intellectual Property Rights; Feedback); Section 4 (Restrictions); ; Section 7 (Disclaimers); Section 8.4 (Effects of Termination); Section 8.5 (Survival); Section 10 (Confidentiality); Section 11 (Defense and Indemnity); Section 12 (Limitation of Liability); Section 14 (Miscellaneous); and Section 15 (Definitions). All other terms necessary for a party to meet its obligations under this Section 8.5 (Survival) or by its nature is intended to survive will continue to survive.
  9. Suspension.
    1. Emergency Security Issues. If there is an Emergency Security Issue, then Google may suspend the Services. Suspension will be to the minimum extent and of the minimum duration required to prevent or resolve the Emergency Security Issue. If Google suspends an Admin Account for any reason without prior notice to Customer, then at Customer's request, Google will provide Customer the reason for the suspension as soon as is reasonably practicable.
    2. Suspension to Comply with Laws. Google may in its sole discretion suspend the provision of the Services at any time if required to comply with applicable law.
  10. Confidentiality. The recipient will use the other party’s Confidential Information only to exercise its rights and fulfill its obligations under the Agreement. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to parties other than the recipient’s employees, Affiliates, agents, or professional advisors ("Delegates") who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.
  11. Defense and Indemnity.
    1. Obligations. Customer will defend and indemnify Google and its Affiliates, directors, officers, and employees against all liabilities, damages, losses, costs, fees (including legal fees) and expenses relating to any allegation or Third-Party Legal Proceeding to the extent arising from:
      1. an allegation that Google's use of Customer's Brand Features in accordance with this Agreement infringes a third party's Intellectual Property Rights;
      2. an allegation based upon Customer’s use of the Services; or
      3. Customer's breach of Section 14.5 (Export Compliance).
    2. Conditions.
      1. the indemnified party has the right to approve controlling counsel, such approval not to be unreasonably withheld (and which approval may be withheld or withdrawn if there is a conflict of interest);
      2. the indemnified party may appoint its own non-controlling counsel, at its own expense; and
      3. any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
    3. Remedies.
      1. If Google's technology is subject to an Intellectual Property Rights allegation or Third-Party Legal Proceeding, Google may do the following at its sole option and expense:
        1. procure the right to continue providing the Services in compliance with this Agreement;
        2. modify the Services to make them non-infringing without materially reducing their functionality; or
        3. replace the Services with a non-infringing, functionally-equivalent alternative.
    4. Sole Rights and Obligations. Without affecting either party's termination rights and to the extent permitted by applicable law, this Section 11 states the parties' only rights and obligations under this Agreement for Intellectual Property Rights-related allegations and Third-Party Legal Proceedings.
  12. Limitation of Liability.
    1. LIABILITY. IN THIS SECTION 12, "LIABILITY" MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE. LIABILITY INCLUDES ALL AMOUNTS A PARTY INCURS TO FULFILL SECTION 11 (DEFENSE AND INDEMNITY).
    2. LIMITATIONS. SUBJECT TO SECTION 12.3 (EXCEPTIONS TO LIMITATIONS):
      1. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR:
        1. THE OTHER PARTY'S LOST REVENUES;
        2. INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR;
        3. EXEMPLARY OR PUNITIVE DAMAGES; AND
      2. GOOGLE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO US$5,000.
    3. EXCEPTIONS TO LIMITATIONS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR:
      1. DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS;
      2. FRAUD OR FRAUDULENT MISREPRESENTATION;
      3. BREACH OF SECTION 10 (CONFIDENTIALITY);
      4. INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR
      5. MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  13. Reserved.
  14. Miscellaneous.
    1. Notices. All notices of termination or breach must be in English and in writing. For Google, such notices must be sent to Google's Legal Department at legal-notices@google.com. For Customer, such notices will be sent to the Notification Email Address last provided to Google, or such other address as Customer designates in writing to Google. Notice provided via email is permissible and valid. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
    2. Assignment. Customer may not assign any part of this Agreement without the written consent of Google, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) Customer remains liable for obligations under the Agreement if the assignee defaults on them; and (c) Customer has notified Google of the assignment. Any other attempt to assign is void. Google may freely assign this Agreement.
    3. Change of Control. If Customer experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) Customer will give written notice to Google within 30 days after the change of control, and (b) Google may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.
    4. Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
    5. Export Compliance. Customer will comply with, and will obtain all prior authorization from the competent government authorities required by, the Export Control Laws.
    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.
    7. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
    8. No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    9. 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.
    10. Governing Law.
      1. 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.
      2. For Federal Government Entities. If Customer is a federal government entity then the following applies: This Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law: (i) the laws of the State of California (excluding California's choice of law rules) will apply in the absence of applicable federal law; and (ii) FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
      3. For all Entities located in LATAM region. If Customer’s billing address is in Latin America (“LATAM”) then the following applies: (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES. (b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules"). (c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. (d) The arbitrator may not decide by equity. (e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court, to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection (e). (f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. (g) Any arbitration proceeding conducted in accordance with this Section14.10(D) will be considered Confidential Information under this Agreement's confidentiality section, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. In addition to the disclosure rights in this Agreement’s confidentiality section, the parties may disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). (h) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees. (i) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
      4. For All Other Entities. If Customer is any entity not specified in Section 14.10 (A), (B), or (C) then the following applies: This Agreement is governed by California law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY.
    11. Amendments. Other than as set forth in Section 1.6(B) (Changes to the Agreement), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
    12. Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.
    13. Entire Agreement. This Agreement and all documents referenced herein set out all terms agreed between the parties and supersede 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 or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.
  15. Definitions.

    "Admin Account(s)" means the administrative account(s) provided to Customer by Google for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Google will provide to Customer.

    "Admin Console" means the online tool provided by Google to Customer for use in configuring and administering the Services.

    "Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.

    "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

    "API TOS" means the terms governing Customer's use of APIs made available to Customer with the Services and which can be found at the following URL: https://developers.google.com/terms/ or such other URL as Google may provide from time to time, and any updates Google may make to such terms from time to time.

    "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.

    "Chrome Browser" means the Google Chrome Browser available for download at https://www.google.com/chrome/, or such URL as Google may provide from time to time,.

    "Cloud Identity" means the Google Cloud Identity – Free offering and services described at the following URL: https://cloud.google.com/terms/identity/user-features, or such URL Google may provide from time to time, and any updates Google may make to such services from time to time.

    "Cloud Identity Terms" means the terms which govern use of the Cloud Identity and which can be found at Service Specific Terms.

    "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already 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.

    "Control" means control of greater than fifty percent of the voting rights or equity interests of a party.

    "Customer Data" means data provided by or on behalf of Customer or End Users via the Services and related technical support.

    "Customer Domain Name(s)" mean the domain name owned by Customer, which Customer provides to Google for purposes of provisioning Customer with the Services.

    "Customer Personal Data" means personal data contained within the Customer Data.

    "Data Processing Amendment" means the agreement which governs Google's processing of Customer Data if Customer is subject to GDPR requirements and which terms can be found at the following URL: https://www.google.com/chrome/terms/dpa_terms.html, or such other URL as Google may provide from time to time, and any updates Google may make to such agreement from time to time.

    "Emergency Security Issue" means either: (a) Customer's, Administrator’s, or End Users' use of the Services in violation of the Agreement, in a way that disrupts: (i) the Services; (ii) other customers' use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) an issue for which Google deems steps are reasonable to prevent unauthorized third party access to the Services or data within the Services.

    "End Users" means the individuals whose use of the Chrome Browser is managed by Customer via the Services.

    "Export Control Laws" means all applicable export and re-export control laws and regulations, including but not limited to: (a) the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce; (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control; and (c) the International Traffic in Arms Regulations (ITAR) maintained by the U.S. Department of State.

    "Feedback" means feedback or suggestions about the Services provided to Google by Customer.

    "GDPR" means the General Data Protection Regulation (EU) 2016/679.

    "Google Provided Domain" means the subdomain(s) created by Google, using a Google owned domain, and provisioned to Customer for Customer's use with the Services.

    "Google Subdomain License Agreement" means the agreement at this URL: https://www.google.com/chrome/terms/devicemanagement-subdomain/, or other such URL as Google may provide from time to time, and any updates Google may make to such agreement from time to time.

    "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 Services could lead to death, personal injury, or environmental damage.

    "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

    "Notification Email Address" means the email address(es) designated by Customer to receive email notifications from Google, as such email address(es) are reflected in the Admin Console. Customer may change this email address(es) through the Admin Console.

    "Services" means the Chrome Browser Cloud Management service.

    "Service Specific Terms" means the terms specific to one or more other services, including Cloud Identity, at: https://chromeenterprise.google/terms/service-terms.

    "Term" has the meaning given to it in Section 8.1 (Term) of this Agreement.

    "Third Party Component Notice" means the notice available at the following URL: https://www.google.com/chrome/terms/, or such other URL as Google may provide from time to time, and any updates Google may make to such notice from time to time.

    "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any civil, administrative, investigative or appellate proceeding).

    "Third Party Request" means a request from a third party for records relating to an End User's use of the Chrome Browser. 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.
  16. Regional terms. Customer agrees to the following modifications to the Agreement if Customer’s billing address is in the applicable region as described below:

    Australia

    A new Section 7A is added as follows:

    7A. This Section 7A applies only if the Services are subject to statutory guarantees under the Australian Competition and Consumer Act 2010 (“ACCA”). Applicable laws, including the ACCA, may confer rights and remedies into this Agreement that cannot be excluded, and which are not excluded by this Agreement. To the extent that the applicable laws permit Google to limit their operation, Google’s and its Affiliates’ liability under those laws will be limited at its option, to the supply of the Services again, or payment of the cost of having the Services supplied again.

    Section 12.2.B (Limitations) is replaced with the following:

    EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO US$5,000.

    Section 14.10.D (Governing Law) is amended by inserting the following text at the end of that Section: “IF APPLICABLE LAW PREVENTS A DISPUTE FROM BEING RESOLVED IN A CALIFORNIA COURT, THEN CUSTOMER MAY FILE THE DISPUTE IN CUSTOMER’S LOCAL COURTS. IF APPLICABLE LAW PREVENTS CUSTOMER’S LOCAL COURT FROM APPLYING CALIFORNIA LAW TO RESOLVE A DISPUTE, THEN THE DISPUTE WILL BE GOVERNED BY THE APPLICABLE LOCAL LAWS OF CUSTOMER’S COUNTRY, STATE, OR OTHER PLACE OF RESIDENCE.”

    Section 14.13 (Entire Agreement) is amended by inserting the following text at the end of that Section: “Nothing in this Agreement excludes a party’s liability for prior written or oral misrepresentation.”

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