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Chrome Enterprise Core Agreement

Last modified: Aug 29, 2024 | Previous versions

If Customer has signed an offline variant of this Agreement for use of the Services, this Agreement does not apply, and the offline variant governs Customer’s use of the Services.

This Chrome Enterprise Core Agreement (the “Agreement”) is entered into by Google and the entity agreeing to these terms (“Customer”) and governs Customer's access to and use of the Services. "Google" has the meaning given at https://cloud.google.com/terms/google-entity.

This Agreement is effective when Customer clicks to accept it (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) 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.

For clarity, this Agreement covers the Chrome Enterprise Core cloud management services for Chrome Browser (“Services”), which may be used as a standalone offering, or as a component of the Chrome Enterprise Premium SKU. This Agreement does not cover use of (a) the Chrome Browser itself, which is separately governed by the Google Terms of Service and Privacy Policy; nor (b) the Chrome Enterprise Premium components of the Chrome Enterprise Premium SKU, which are separately governed by the Cloud Platform Terms of Service, including the Chrome Enterprise Premium portion of the Cloud Service Specific Terms.

  1. Provision of the Services.
    1. Services Use. During the Term, Google will provide the Services in accordance with the Agreement, and Customer may use the Services, in accordance with the Agreement.
    2. Admin Console. Customer will have access to the Admin Console, through which Customer may administer the Services. To use the Services, Administrators will need Cloud Identity. Use of Cloud Identity (specifically excluding the Services, which are subject to this Agreement) is subject to the Cloud Identity Terms.
    3. Accounts; Verification to Use Services.
      1. Accounts. Customer must have an Account to use the Services 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. Google has no obligation to provide multiple accounts to Customer.
      2. Verification to Use Services. Customer must verify a Domain Email Address or a Customer Domain Name to use the Services. If Customer does not have valid permission to use the Domain Email Address or does not own or control the Customer Domain Name, then Google will have no obligation to provide Customer with the Services and may delete the Account without notice. 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. Modifications.
      1. To the Services. Google may make commercially reasonable updates to the Services from time to time, including discontinuing provision of any Services. Google will inform Customer if Google makes a material change to the Services that has a material impact on Customer's use of the Services, provided that Customer has subscribed with Google to be informed about such change.
      2. To the Agreement. Google may make changes to this Agreement (including the URL Terms) from time to time. Unless otherwise noted by Google, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality, the Data Processing Amendment, 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 7.3 (Termination for Convenience). Customer's continued use of the Services after such material change will constitute Customer's consent to such changes.
      3. To the Data Processing Amendment. Notwithstanding Section 1.4(b), Google may only change the Data Processing Amendment as permitted by the Data Processing Amendment itself.
    5. Chrome Service Specific Terms. The Chrome Service Specific Terms are incorporated by this reference into the Agreement. The Services are “Chrome Services” for purposes of the Chrome Service Specific Terms.
  2. Customer Obligations.
    1. Compliance. Customer will (a) ensure that Customer and its End Users' use of the Services complies with the Agreement; (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services; and (c) promptly notify Google of any unauthorized use of, or access to, the Services, Account(s), or Customer's passwords, of which Customer becomes aware. Google reserves the right to investigate any potential violation of the AUP by Customer.
    2. Privacy. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services; and (b) Google's accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
    3. Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) to operate or enable any telecommunications service that allows End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Chrome Service Specific Terms; (iv) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (v) in a manner that breaches, or causes the breach of, Export Control Laws; or (vi) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.
    4. Third Party Offerings; Open Source Components; APIs.
      1. Third Party Offerings may be available for use in conjunction with the Services, and may be enabled or disabled through the Admin Console. Any use of Third Party Offerings is subject to separate terms and policies with the relevant service provider.
      2. 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.
      3. 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.
    5. Administration of Services. Customer may specify through the Admin Console one or more Administrators who will have the right to access Admin Accounts. Customer is responsible for (a) maintaining the confidentiality and security of the End User Accounts and associated passwords and (b) any use of the End User Accounts. Customer agrees that Google’s responsibilities do not extend to the internal management or administration of the Services for Customer or any End Users.
    6. Abuse Monitoring. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Names, but Google may monitor emails sent to these aliases to allow Google to identify Services abuse.
    7. Copyright. Google responds to notices of alleged copyright infringement and terminates the Accounts of repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act.
    8. 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 (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) 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.
  3. Suspension
    1. AUP Violations. If Google becomes aware that Customer's or any End User's use of the Services violates the AUP, Google will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Google's request, then Google may Suspend all or part of Customer's use of the Services until the violation is corrected.
    2. Other Suspension. Notwithstanding Section 3.1 (AUP Violations), Google may immediately Suspend all or part of Customer's use of the Services if (a) Google reasonably believes Suspension is needed to protect the Services, Google’s infrastructure supporting the Services, or any other customer of the Services (or their end users); (b) there is suspected unauthorized third-party access to the Services; (c) Google reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 2.3 (Restrictions) or the Chrome Service Specific Terms. Google will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, Google will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible.
  4. Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features Within the Services.
    1. Intellectual Property Rights. Except as expressly stated 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. As between the parties, Customer retains all Intellectual Property Rights in Customer Data, and Google retains all Intellectual Property Rights in the Services.
    2. Protection of Customer Data. Google will only access, use, and otherwise process Customer Data to provide the Services to Customer or to produce reports solely for internal use to improve the Services, in accordance with the Data Processing Amendment, and will not access, use, or process Customer Data for any other purpose. Google has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the Data Processing Amendment.
    3. Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to Google ("Feedback"). If Customer provides Feedback, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer.
    4. Using Brand Features Within the Services. Google will display within the Services only those Customer Brand Features that Customer authorizes by uploading them into the Services. Google will display those Customer Brand Features within designated areas of the web pages displaying the Services to Customer or its End Users. Customer may specify details of this use in the Admin Console. Google may also display Google Brand Features on such web pages to indicate that the Services are provided by Google.
  5. Technical Support Services. 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.
  6. Confidential Information.
    1. Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") 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 its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
    2. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to: (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
  7. Term and Termination
    1. Agreement Term. The term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 7 (Term and Termination).
    2. Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
    3. Termination for Convenience. 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. Google may terminate this Agreement for its convenience at any time with 30 days' prior written notice to Customer.
    4. Termination Due to Applicable Law; Violation of Laws. Google may terminate this Agreement immediately on written notice if Google reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s); or (b) Customer has violated or caused Google to violate any Anti-Bribery Laws or Export Control Laws.
    5. Effect of Termination. If the Agreement is terminated, then all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement.
  8. Publicity. Customer may state publicly that it is a Google customer and display Google Brand Features in accordance with the Trademark Guidelines. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
  9. Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
  10. Disclaimer. Except as expressly provided for in the Agreement, Google does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services; and (b) any representations about content or information accessible through the Services.
  11. Limitation of Liability.
    1. Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 11.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages; or (b) lost revenues, profits, savings, or goodwill.
    2. Limitation on Amount of Liability. Google’s total aggregate liability arising out of or relating to this Agreement is limited to US$5,000.
    3. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for:
      (a) its fraud or fraudulent misrepresentation;
      (b) its obligations under Section 12 (Indemnification);
      (c) its infringement of the other party's Intellectual Property Rights; or
      (d) matters for which liability cannot be excluded or limited under applicable law.
  12. Indemnification.
    1. Indemnification Obligations. Customer will defend Google and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third Party Legal Proceeding to the extent arising from (a) any Customer Data or Customer Brand Features or (b) Customer's or an End User's use of the Services in breach of the AUP or Section 2.3 (Restrictions).
    2. Exclusions. Section 12.1 (Indemnification Obligations) will not apply to the extent the underlying allegation arises from Google’s breach of the Agreement.
    3. Conditions. Section 12.1 (Indemnification Obligations) is conditioned on the following:
      1. The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third Party Legal Proceeding. If breach of this Section 12.3(a) prejudices the defense of the Third Party Legal Proceeding, the indemnifying party's obligations under Section 12.1 (Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.
      2. Any indemnified party must tender sole control of the indemnified portion of the Third Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) 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.
    4. Remedies.
      1. If Google reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Google may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
      2. If Google does not believe the remedies in Section 12.4(a) are commercially reasonable, then Google may Suspend or terminate Customer's use of the impacted Services.
    5. Sole Rights and Obligations. Without affecting either party's termination rights and to the extent permitted by applicable law, this Section 12 (Indemnification) states the parties' sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 12 (Indemnification).
  13. Miscellaneous.
    1. Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Google must be sent to legal-notices@google.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
    2. Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
    3. 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; and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void. If Customer assigns this Agreement to an Affiliate in another jurisdiction such that there is a change in the Google contracting entity as defined at https://cloud.google.com/terms/google-entity this Agreement is automatically assigned to the new Google contracting entity.
    4. Change of Control. If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.
    5. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
    6. Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
    7. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
    8. 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.
    9. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
    10. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    11. Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
    12. U.S. Governing Law.
      1. For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
      2. For U.S. Federal Government Entities. If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES 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 SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
      3. For All Other Entities. If Customer is any entity not identified in Section 13.12(a) (U.S. Governing Law: For U.S. City, County, and State Government Entities) or (b) (U.S. Governing Law: For U.S. Federal Government Entities), then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES 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.
    13. Amendments. Except as stated in Section 1.4(b) (Modifications: To the Agreement) or (c) (Modifications: To the Cloud Data Processing Addendum), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
    14. Survival. The following Sections will survive expiration or termination of this Agreement: Section 4 (Intellectual Property Rights; Protection of Customer Data; Feedback; Using Brand Features Within the Services), Section 6 (Confidential Information), Section 7.5 (Effect of Termination), Section 10 (Disclaimer), Section 11 (Limitation of Liability), Section 12 (Indemnification), and Section 13 (Miscellaneous).
    15. Entire Agreement. This Agreement sets out all terms agreed between the parties and 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 or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into the Agreement. After the Effective Date, Google may provide an updated URL in place of any URL in this Agreement.
    16. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Data Processing Amendment, the remainder of the Agreement (excluding the URL Terms), and the URL Terms (excluding the Data Processing Amendment).
    17. Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
    18. Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
  14. Definitions.

    “Account” means Customer's Google account credentials and correlating access to the Services under this Agreement."

    "Admin Account(s)" means an End User Account that Customer may use to administer the Services via the Admin Console.

    "Admin Console" means the online console(s) or dashboard provided by Google to Customer for administering the Services.

    "Administrators" means the Customer-designated 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.

    “Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.

    “AUP” means the acceptable use policy at https://chromeenterprise.google/terms/aup/.

    "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/.

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

    "Cloud Identity" means the Google Cloud Identity – Free offering and services described at the following URL: https://cloud.google.com/terms/identity/user-features, 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 in the Chrome 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 submitted, stored, sent or received via the Services by Customer or its End Users.

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

    "Data Processing Amendment" means the agreement at https://www.google.com/chrome/terms/dpa_terms.html.

    "Domain Email Address" means the email address on the Customer Domain Name for use in connection with the Services.

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

    "End User Account" means a Google-hosted account established by Customer through the Services in order for an End User to use 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.

    "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: https://www.google.com/chrome/terms/devicemanagement-subdomain/.

    "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.

    “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.

    "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.

    "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

    “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

    "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.

    "Suspend" or "Suspension" means disabling access to or use of the Services or components of the Services.

    "Term" has the meaning given to it in Section 7.1 (Agreement 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 appellate proceeding).

    "Third Party Offerings" means third-party services, software, products, and other offerings that are not incorporated into the Services.

    "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.

    “Trademark Guidelines” means Google's Guidelines for Third Party Use of Google Brand Features at https://www.google.com/permissions/guidelines.html.

    “URL Terms” means, collectively, the AUP, Data Processing Amendment, Google Subdomain License Agreement, and Chrome Service Specific Terms.
  15. Regional Terms. Customer agrees to the following modifications to the Agreement if Customer’s address is in the applicable region as described below:

    Asia Pacific (all regions excluding Australia, Japan, India, New Zealand, Singapore) and Latin America (all regions excluding Brazil)

    Section 13.12 (U.S. Governing Law) is replaced as follows:

    13.12 Governing Law; Arbitration.

    (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) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.

    (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 13.12 (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 Section 13.12 (Governing Law; Arbitration) will be considered Confidential Information under Section 6 (Confidential Information), 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 under Section 6 (Confidential Information), the parties may disclose the information described in this Subsection 13.12 (g) to a competent court as may be necessary to file any order under Subsection 13.12 (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.

    Asia Pacific - India

    Google Cloud India Private Limited has been appointed by Google Asia Pacific Pte. Ltd. (‘GAP’) as a non-exclusive reseller of the Services (as defined below) in India. For avoidance of any doubts, whilst in the Agreement, both the entities have been referred to as ‘Google.’ It is hereby clarified that wherever the provisions refer to Google for sales or rights and obligations in relation thereto (including any terms relating to invoicing for sale of services, credit limit, termination of this Agreement, etc.), ‘Google’ will mean Google Cloud India Private Limited, and wherever in the Agreement, the provisions refer to ‘Google’ as a provider of the Services or rights and obligations in relation thereto will mean ‘GAP’.

    Google Cloud India Private Limited may execute Order Form(s) referencing the Agreement, but the Order Form will form a separate contract between Google Cloud India Private Limited and the Customer, and incorporate all of the terms of this Agreement. Under the agreement, whereas, as a reseller of Services, Google Cloud India Private Limited purchases the Services from GAP for resale to the Customer, the entire obligation to provide such Services under the Agreement will be met by GAP and as such, Google Cloud India Private Limited will not have any obligation related to performance of Services.

    Section 13.12 (U.S. Governing Law) is replaced as follows:

    13.12 Governing Law.

    All claims arising out of or relating to the Agreement will be governed by laws of India, excluding that state’s conflict of laws rules, and will be litigated exclusively in the courts of New Delhi; the parties consent to exclusive jurisdiction in those courts. Notwithstanding the above, the Customer can and will bring all claims with respect to Google under the Agreement against Google Cloud India Private Limited.

    Asia Pacific - Indonesia

    A new Section 7.6 is added:

    7.6 Termination Waiver. The parties agree to waive any provisions under any applicable laws to the extent that a court decision or order is required for the cancellation of this Agreement.

    Section 13.18 is replaced as follows:

    13.18 Conflicting Languages. In the event of any inconsistency or different interpretation between the Indonesian version and the English version, the parties agree to amend the Indonesian version to make the relevant part of the Indonesian version consistent with the relevant part of the English version.

    Asia Pacific - Australia

    A new Section 10A is added as follows:

    10A. This Section 10A 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 11.2 (Limitation on Amount of Liability) is replaced with the following:

    11.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to US$5,000.

    Section 13.12 (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 13.15 (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.”

    Europe, Middle East, Africa - Algeria, Bahrain, Jordan, Kuwait, Libya, Mauritania, Morocco, Oman, Palestine, Qatar, Tunisia, Yemen, Egypt, Israel, United Arab Emirates and Lebanon

    A new Section 7.6 is added as follows:

    7.6 No requirement for Court Order. Both parties acknowledge and agree that a court order will not be required to give effect to any termination or amendment of the Agreement or to give effect to any other section of the Agreement.

    Section 13.12 (U.S. Governing Law) is replaced as follows:

    13.12 Governing Law; Arbitration.

    (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 under the Arbitration Rules of the London Court of International Arbitration (LCIA) ("Rules"), which Rules are deemed to be incorporated by reference to this Section.

    (c) The parties will mutually select one arbitrator. The arbitration will be conducted in English and the place and the legal seat of the arbitration will be the Dubai International Financial Center, DIFC, Dubai UAE.

    (d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.

    (e) 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.

    (f) Any arbitration proceeding conducted in accordance with this Section 13.12 (Governing Law; Arbitration) will be considered Confidential Information under Section 6 (Confidential Information), 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 under Section 6 (Confidential Information), the parties may disclose the information described in this Subsection 13.12 (f) to a competent court as may be necessary to execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).

    (g) 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.

    (h) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.

    Latin America - Brazil

    Section 13.12 (U.S. Governing Law) is replaced as follows:

    13.12 Governing Law; Arbitration.

    (a) This agreement will be governed by Brazilian law.

    (b) 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 definitively resolved by arbitration in accordance with the arbitration rules of the center of arbitration and mediation of the Brazil-Canada Chamber of Commerce (“Rules”).

    (c) The arbitral tribunal will be composed of three arbitrators to be appointed in accordance with the Rules. The arbitration will be conducted in Portuguese in São Paulo, Brazil, the place where the arbitral award will be rendered.

    (d) The arbitral tribunal may not decide by equity.

    (e) Subject to the confidentiality requirements in subsection (g), either party may petition the courts of the city of São Paulo or 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.

    (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 section will be considered confidential information, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may disclose the information described in this subsection (g) to a competent court as may be necessary to execute any award rendered by the arbitral tribunal or file any order under subsection (e). But the parties must request that those judicial proceedings be conducted in camera (in private).

    (h) The arbitral award will determine the non-prevailing party’s obligation to reimburse the arbitrators’ fees, the arbitral tribunal’s appointed experts’ fees and expenses, and the arbitration center’s administrative expenses paid in advance by the other party.

    (i) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitral tribunal’s final decision regarding the dispute.

    Section 13.18 (Conflicting Languages) is replaced as follows:

    13.18 Conflicting Languages. In the event of any inconsistency or different interpretation between the Portuguese version and the English version, the parties agree to amend the Portuguese version to make the relevant part of the Portuguese version consistent with the relevant part of the English version.

    North America - United States and Latin America (all regions excluding Brazil)

    A new Section 2.9 is added:

    2.9 COPPA and Parental Consent. If Customer allows End Users under the age of 13 to use the Services, Customer consents as required under the Children’s Online Privacy Protection Act ("COPPA") to the collection and use of personal information in the Services, described in the Google Privacy Policy and Data Processing Amendment, from such End Users (to the extent COPPA is applicable in Customer’s jurisdiction).

    A new Section 6.3 is added:

    6.3 FERPA. The parties acknowledge that (a) Customer Data may include personally identifiable information from education records that are subject to FERPA ("FERPA Records") and (b) to the extent that Customer Data includes FERPA Records, Google will be considered a "School Official" (as that term is used in FERPA and its implementing regulations) and will comply with FERPA. "FERPA" means the Family Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act Regulations (34 CFR Part 99), as amended or otherwise modified from time to time.

    A new Section 13.19 is added:

    13.19 Services Development. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

Previous Versions:

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