NOTICE. PLEASE READ CAREFULLY. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OR BY OTHERWISE EXECUTING THE AGREEMENT THAT REFERENCES THESE TERMS, YOU ARE AGREEING TO THE TERMS PROVIDED BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “CUSTOMER”, "YOU" OR "YOUR" WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS.
This Google Enterprise Geo Master Agreement for the licensing of Google Enterprise Maps and Earth Products and Services (the “Agreement”) is made and entered into by and between Google Inc. (“Google”) and the customer agreeing to these terms (“Customer”). This Agreement, each accompanying addendum and each accompanying Ordering Document governs Customer’s access to and use of the Products and Services. The Agreement’s Effective Date is the date this Agreement is accepted by You (“Effective Date”).
1. Product and Services Terms and Conditions.
1.1 The Agreement is a master agreement. The Customer must have the Agreement in effect to obtain Products and Services. Customer may obtain Products and Services by entering into a corresponding Addendum. The parties will execute the Agreement first and are subject to an agreed term. An Addendum is entered separately and is subject to its own terms.
1.2 Generally Applicable Product and Services Terms. Except as otherwise permitted by the Product or Service in the Documentation, Customer will not, and will not allow others to: (a) copy Software except as explicitly authorized; (b) use the Products and Services for High Risk Activities; (c) use the Product and Services to create a substantially similar products or services; or (d) extract any Google Content for use outside of the Products.
1.3 Separate Use. Unless otherwise authorized by Google, Customer will not: (a) distribute or sell Google Content; (b) incorporate or embed Google Content or components of the Products and Services into any of Customer’s products or services that it sells to third parties; or (c) offer the Services, or any Customer products, services, or solutions based upon the Services, on a subscription basis to third-parties.
1.4 Third-Party Components. Any third party component embedded, included or provided for use with the Software may only be used in conjunction with the Software, and this use is subject to this Agreement and any applicable Addendum and Documentation. However, to the extent Software includes 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 Software includes components covered by open source licenses requiring the provision of corresponding source code, Google hereby offers such source code consistent with those licenses.
1.5 Software Restrictions. If Customer licenses Software under this Agreement, then Customer, except as expressly permitted in an Addendum, will not (and will not allow any third party to): (a) use or reproduce, modify, create derivative works, decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions), or incorporate the Software into or with other software; (b) distribute, sell, sublicense, rent, lease to third parties or otherwise make the Software functionality available to third parties except as set forth herein; or (c) remove or in any manner alter any Software identification, proprietary, trademark, copyright or other notices.
1.6 Customer Data.
a. Services Use. Customer may upload Customer Data into the Systems via the methods described in, and this Customer Data will be stored in accordance with, the Documentation.
b. Risk of Loss. Customer Data will not be returned to Customer, whether the Customer Data is physically provided to Google, or entered by Customer or Google into the Systems. Customer is solely responsible for backing up its Customer Data. Google will not bear any risk of loss for any data.
c. Customer Rights in Customer Data. Customer is solely responsible for having, or obtaining, any necessary rights, licenses, or authorizations necessary for Customer to provide the Customer Data to Google, and for Google to use the Customer Data as stated in this Agreement to provide the Services to Customer. Customer is solely responsible for determining the scope of its notification obligations to Customer Data and any other persons whose tracked data and other information is included in Customer Data.
d. Customer Data Transfer. As part of providing the Service, Google may store, process, and serve 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.
e. Applicable Products and Services. This section is not applicable to Maps API for Business and Google Earth Enterprise.
2. Technical Support Services.
2.1 Technical Support Service (TSS). Subject to Customer’s payment of all due and payable Fees and its compliance with this Agreement and its applicable Addendum’s terms, Google will provide TSS for Products and Services in accordance with the applicable TSSG for the term agreed in an Ordering Document. Unless otherwise agreed in writing, to receive TSS Customer must provide Google with reasonable access to the Products and Services. Customer’s failure to provide access will be at Customer’s own risk.
2.2 Updates. TSS includes Updates, to the extent available, to the given Product or Service. Customer will only receive Updates if Customer is receiving TSS. Customer’s access to and use of TSS is subject to this Agreement’s terms, the applicable Addendum and the Ordering Document. Customer will implement Updates in accordance with the TSSG. Customer may, if possible, make an Update copy to facilitate installation and will destroy the copy after use.
3. Term and Termination.
3.1 Agreement Term. Subject to Customer’s payment of all due and payable Fees and compliance with this Agreement’s terms, the Agreement begins on the Effective Date and will continue until the end of the last Addendum term(s) unless terminated earlier as set forth below (“Initial Term”). An Addendum’s term is set forth in the respective Addendum.
3.2 Auto-Renewal. At the end of the Initial Term, and unless otherwise indicated in an Addendum, the Agreement will automatically renew for consecutive twelve month renewal terms. If a party does not want the Agreement to automatically renew, then it must provide the other party a written termination notice at least 15 days prior to the then current term’s expiration date. A party’s timely non-renewal notice will be effective upon the then current term’s expiration. Google will invoice Customer, and Customer agrees to pay, for the renewal of Products and Services as set forth in the applicable Ordering Document. An Addendum’s renewal term, if any, will be set forth in the respective Addendum.
3.3 Termination for Breach. Either party may terminate this Agreement or an Addendum if: (a) the other party is in material breach of the Agreement or an Addendum and fails to cure that breach within 30 days after receipt of written notice; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) the other party materially breaches this Agreement or an Addendum more than two times notwithstanding any cure of these breaches.
3.4 Effect of Termination.
a. Termination for Google’s Breach.
(i) Agreement Termination. If the Agreement is terminated for Google’s breach, the rights granted hereunder may, at Customer’s option, continue for the remainder of all then effective Addendum(s)’s term(s), subject to Customer’s continued compliance with this Agreement and the corresponding Addendum(s). If Customer elects not to continue under the Agreement, then the Agreement and all accompanying then-effective Addendum(s) will terminate. Customer must make its election to proceed or not proceed under the Agreement upon the Customer’s declaration of Google’s Agreement breach. If Customer elects to continue the Agreement it further commits to continue all Addendum(s).
(ii) Addendum Termination. If an Addendum is terminated for Google’s breach, the rights granted under the Addendum may, at Customer’s option, continue for the remainder of the breached Addendum’s term, subject to Customer’s continued compliance with this Agreement and the continued Addendum. If Customer elects not to continue under the breached Addendum, then the Addendum will terminate. Customer must make its election to proceed or not proceed under the Agreement upon the Customer’s declaration of Google’s Addendum breach.
b. Termination for Customer’s Breach. If the Agreement or an Addendum is terminated for Customer’s breach then: (i) the License Term and all other rights and licenses granted by Google to Customer under the Agreement and its Addendum(s) for the Products and Services will cease immediately and (ii) all payments owed by Customer to Google are immediately due and payable.
3.5 Effect of Expiration. If the Agreement expires, the Addendum(s) does not expire until the expiration of its respective term(s). If an Addendum survives Agreement termination or expiration, the Agreement will remain in effect with respect to that Addendum until the Addendum expires. If an Addendum expires the Agreement will stay in effect and any other Addendum in Effect with stay in effect unless otherwise provided.
4. Intellectual Property Rights Ownership and Publicity.
4.1 Intellectual Property Rights Generally. Except as expressly stated in this Agreement or in an Addendum, 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 Rights. Intellectual Property Rights in and to the content accessed through the Products and Services are the property of the applicable content owner and may be protected by applicable laws.
4.2 Brand Features. If, to the extent possible, Customer wants to display Google Brand Features in connection with its use of the Products and Services, Customer will comply with the Trademark Guidelines. Customer will not alter any images generated by the Products or Services to remove any Brand Feature or proprietary notice of Google or its licensors. Any use of a party’s Brand Features will inure to the benefit of the party holding rights in those Brand Features. Each party agrees not to: (a) challenge or assist others to challenge the other party’s Brand Features or registration thereof (except to protect that party’s rights with respect to its own Brand Features) or (b) attempt to register any Brand Features that are confusingly similar to those of the other party.
4.3 Publicity. Customer agrees that Google may include Customer’s name or Brand Features in a list of Google customers, whether online or in offline promotional materials. Customer also agrees that Google may verbally reference Customer as Google client.
5. Export Compliance. Customer will comply with and will obtain all required authorizations from applicable government authorities under all applicable export and reexport control laws and regulations with respect to its Product and Services use, 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. This section will survive Agreement termination or expiration.
6.1 Obligations. Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this section. Either party may demand the return of Confidential Information at any time upon written notice to the other party.
6.2 Exceptions. Confidential Information does not include information that: (a) the recipient already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
6.3 Required Disclosure. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser if allowed by law.
6.4 Product and Services Confidentiality. The Products and Services functionality and pricing is Google’s Confidential Information.
7. Warranty Disclaimer. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT OR IN AN ADDENDUM, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE, ITS LICENSORS, AND THEIR SUPPLIERS DO 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, NONINFRINGEMENT OR GOOGLE CONTENT ACCURACY. GOOGLE, ITS LICENSORS, AND THEIR SUPPLIERS, DO NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED AND ERROR FREE. THE PRODUCTS AND SERVICES ARE NOT DESIGNED, INTENDED OR MANUFACTURED FOR HIGH RISK ACTIVITIES.
8. Limitation of Liability.
8.1 Limitation on Indirect Liability. NEITHER PARTY, NOR ITS LICENSORS OR SUPPLIERS, WILL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES, EXPENSES OR LOSSES OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT THESE DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
8.2 Limitation on Amount of Liability. NEITHER PARTY, NOR ITS LICENSORS OR SUPPLIERS, MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO GOOGLE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
8.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations or violations of a party’s Intellectual Property Rights by the other party.
9.1 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 the Products or the technology used to provide the Services infringes or mis-appropriates any patent, copyright, trade secret or trademark of that third party.
9.2 Exceptions. The obligations set forth in Section 10.1 do not apply if the third party claim is caused by, or results from: (a) Customer’s combination or use of the Products and Services with software, services, or products developed by Customer or third parties, if the claim would have been avoided by the non-combined or independent use of the Products and Services; (b) modification of the Products or Services, by anyone other than Google if the third party claim would have been avoided by use of the unmodified Products or Service; (c) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (d) Customer’s use of the Products or Services in a manner not in accordance with this Agreement, an Addendum or the Documentation; or (e) use of other than Google’s most current release of the Products or Services if the third party claim would have been avoided by use of the most current release.
9.3 By Customer. Unless prohibited by applicable law and without waiving sovereign immunity, Customer will indemnify, defend, and hold harmless Google from and against all liabilities, damages, losses, expenses and costs (including settlement costs and reasonable attorneys’ fees) arising out of (a) a third party claim made against Google for infringement of the third party rights listed in Section 10.1 based on conduct by Customer as described in Section 10.2; (b) Customer’s breach of Section 6 (Export Compliance); or (c) Customer’s use of the Software or Services in violation of an End User’s privacy.
9.4 Infringement Remedies. If Google reasonably believes the Products or Services infringes a third party’s Intellectual Property Rights, then Google will: (a) procure for Customer the right to continue to use the Products or Services; (b) replace the infringing Products or Services; or (c) modify the infringing Products or Services to avoid the alleged infringement. If Google determines the options in this Section are not commercially reasonable, Google may terminate the license for the allegedly infringing Products or Services and will provide a pro-rata refund of the paid but unearned Fees applicable to the period following the Products or Services termination.
9.5 General. The party seeking indemnification must promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnification in Sections 10.1 and 10.2 is limited to the payment by the indemnifying party of all damages and costs finally awarded for the claim, or settlement costs approved in writing by the indemnifying party. 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, which will not be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
10. Data Protection. Google’s data protection terms are provided at
11. Verification and Audit. At Google’s written request, not more than once per calendar year, Customer will provide Google with a certification signed by a Customer officer verifying the Products or Services are being used in compliance with this Agreement. Furthermore, Google will have the right, no more than once per calendar year, and upon at least 30 days prior written notice, to appoint a nationally recognized certified public accountant or independent auditor to examine and verify Customer’s Agreement compliance. Audits will be conducted during regular business hours at Customer’s facilities and will not unreasonably interfere with Customer’s business activities. Customer will provide Google with reasonable access to the relevant Customer records and facilities. If an audit reveals that Customer has underpaid fees to Google during the period audited, then Google will invoice Customer, and Customer will promptly pay Google, for the underpaid fees based on the higher of the price specified in this Agreement or Google’s price list in effect at the time the audit is completed. If the underpaid fees exceed five percent of the license fees paid by Customer for the Products or Services during the preceding six-month period, then Customer will also pay Google’s reasonable audit costs.
12.1 Notices. All notices of termination or breach must be in writing and addressed to the attention of the other party’s legal department and primary point of contact. The email address for notices being sent to Google’s Legal Department is email@example.com. All other notices must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
12.2 Integration. This Agreement and its accompanying Addendum(s) and Ordering Documents are the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement or any Addendum are hereby incorporated by this reference. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Ordering Document, the Agreement, the Addendum(s) and the terms located at any URL.
12.3 Amendment. Any amendments to this Agreement must be in writing and expressly state that is amending this Agreement.
12.4 Assignment. Neither party may assign any part of this Agreement or and Addendum 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.
12.5 Change of Control. Upon a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) other than in the context of an internal restructuring or reorganization of it Affiliates: (a) that party will provide written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and 30 days after it receives the written notice. “Control” means control over greater than fifty percent of the voting rights or equity interests of a party.
12.6 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
12.7 Governing Law. 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, CALIFORNIA.
12.8 No Agency. This Agreement does not create an agency, partnership or joint venture between the parties.
12.9 Additional Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. IIf any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. There are no third-party beneficiaries to this Agreement. Nothing in this Agreement will limit either party’s ability to seek equitable relief. Those provisions that by their nature should survive termination of this Agreement, will survive termination of this Agreement. Customer may not subcontract any of its obligations under this Agreement without Google’s written consent. If such permission is granted, Customer will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors
12.10 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
12.11. Acceptable Use Policy. Customer will use all Products and Services in compliance with the Acceptable Use Policy.
12.12 Services Modifications. To the extent to which an Addendum includes Services, Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer either via a TSS portal or using the email address Customer has provided to Google in order to be notified of such changes.
12.13 URL Modifications. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to the Services, Google will inform Customer either via a TSS portal or using the email address Customer has provided to Google in order to be notified of such changes. If Google makes a material change to the URL Terms (except TSS terms) and Customer demonstrates that the change has a material adverse impact on Customer, Customer may notify Google within 30 days of the change and remain subject to the noticed URL Terms (except if the URL was changed to reflect applicable law or a court order). If the License Term is subsequently renewed, it will renew under all the updated URL Terms.
12.14 Other Applicable Terms and Conditions. Customer will only use the Services and Software in compliance with the Agreement and its applicable Addendum(s), the Legal Notices, the applicable Documentation, the Acceptable Use Policy and the Ordering Document. Customer may only use the Services in accordance with the SKUs specified in the applicable Ordering Document.
12.15 Google Content Terms. If Customer receives Google Content, then Customer must not obscure, alter, or remove any included terms or the applicable Legal Notices. If Google Content includes static maps or HTTP services, Customer must incorporate a link to the Earth Terms and Legal Notices in a license agreement governing End Users’ use. Customer must notify Google if Customer becomes aware of any End User’s non-compliance with the Earth Terms, Legal Notices, or the AUP. “Earth Terms” mean the terms for Google Maps/Earth set forth at the following URL,http://maps.google.com/help/terms_maps.html or other such URL as Google may provide.
12.16 Government Purposes. The Products or Services were developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable U.S. civilian and military Federal acquisition regulations and any supplements thereto. If the user of the Products or Services 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 Products or Services, including technical data or manuals, is governed by this Agreement, which is Google’s standard commercial license agreement.
13. Definitions. The Agreement definitions are used in the Agreement and one or more applicable Addendum(s).
“Acceptable Use Policy” or “AUP” means the means the acceptable use policy for the Products and Services as set forth in the applicable Addendum.
“Addendum” means a document entered into by both parties to an Agreement that is incorporated into the Agreement and describes the specific terms and conditions applicable to the Addendum’s Products and Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party or its respective Affiliates, respectively, as secured thereby 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 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” means the data (including data owned by third-parties that is in Customer’s possession) Customer loads, or which is loaded on Customer’s behalf, into the Systems. Customer Data must be owned or licensed by Customer. The Documentation contains information on the types and formats of Customer Data that may be entered into the Systems.
“Documentation” means the Google proprietary documentation in the form generally made available by Google to its customers for use with the Products or Services as set forth in the applicable Product’s or Service’s Addendum.
“Effective Date” means the date this Agreement or any accompanying Addendum is entered into by Google.
“End Users” mean the individual human end users who use Products and Services, subject to the requirements of this Agreement, any applicable Addendum and the Documentation.
“Fees” means the Agreement’s applicable Product and Services fees and applicable Taxes as set forth in an Ordering Document.
“Google Content” means any content provided through the Products and Services (whether created by Google or its third party licensors) as further defined in each applicable Addendum.
“High Risk Activities” means uses like the operation of emergency services, 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, trade secret law, trademark law, moral rights law, and other similar rights.
“Legal Notices” mean the legal notices set forth at the following URL: http://www.maps.google.com/help/legalnotices_maps.html (or such other URL as may be provided or updated by Google).
“License Term” means the period of time during which Customer is authorized to use the Products and Services under the Agreement or an applicable Addendum, and will be further described in the said Addendum and any applicable Ordering Document.
“Maps” means the maps created by Customer processing Customer Data and, if applicable, Google Content, using the Services. The different types of Maps are described in the Documentation.
“Ordering Document” means either an order form or quote, issued by Google to provide the Products and Services to Customer, subject to this Agreement and the applicable Addendum. The Ordering Document will incorporate this Agreement and will contain: (i) a SKU (including the License Term, if applicable); (ii) a description of the licensed configuration; (iii) price; and (iv) other information as provided on the form.
“Overage” means when Customer’s use of the Services exceeds a particular Usage Limit.
“Overage SKU” means a Google SKU that lists the price Customer will pay for its use of the Services in excess of a particular Usage Limit.
“Products” means the Google products (excluding Google Content) as set forth in this Agreement and any accompanying Addendum. The term “Product” may have an additional more detailed supplementary definition in an Addendum.
“Purchase Order” means a Customer issued purchase order.
“Sensor” means the use of any technology to automatically determine an End User’s or Asset’s location.
“Services” means the Google services as set forth in this Agreement and any accompanying Addendum. The term “Service” may have an additional more detailed supplementary definition in each respective Addendum and the Documentation accompanying the Service.
“Service Level Agreement” or “SLA” means the Google Service Level Agreement, if any, for the Products and Services described in this Agreement and any accompanying Addendum.
“Software” means the Google proprietary application program interface, in object code form, provided by Google to Customer pursuant to an Ordering Document and as further provided in each applicable Addendum and the Software’s accompanying Documentation.
“Systems” means the Google computer, processing, and network systems used to provide the Services to Customer.
“Taxes” means any duties, customs fees, or taxes (other than Google’s income tax) associated with Product and Services transactions, including any related penalties or interest.
“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 other URL as may be provided or updated by Google).
“TSS” means the technical support services provided by Google, in accordance with Google’s TSSG, for the applicable Products or Services, and for a mutually agreed (in writing) time period.
“TSSG” means Google’s then current Product or Service specific Technical Support Services Guidelines, which may be may be accessed at the URL set out in each respective Addendum (or other URL as may be provided or updated by Google).
“Updates” is defined in the TSSG.
“Usage Limits” means the limits for use of the Products and Services, which will be as listed on the Ordering Document or as provided to Customer with the Documentation.
“URL Terms” are those uniform resource locator addresses as identified by Google in the Agreement or any Addendum that refer to Google policies, services descriptions of other Product and Services related terms.
1. Agreement Integration. This Addendum provides for the licensing of Google products and related services. This Addendum is incorporated into the Agreement by this reference. Capitalized terms not defined in this Addendum will have the meaning ascribed to them in the Agreement.
2.1 Generally. Subject to Customer’s compliance with the Agreement and this Addendum’s terms, and in consideration of Customer’s payment of all Fees, Google will provide the Services to Customer during this Addendum’s License Term. Google will provide Customer with one or more accounts for use in accessing and administering the Service and other relevant Service features, as applicable. Customer agrees not to use the Service in the Prohibited Territory.
2.2 Licenses from Google to Customer.
a. Software License. Subject to Customer’s compliance with the Agreement and this Addendum’s terms, and in consideration of Customer’s payment of all Fees, Google grants to Customer, and Customer agrees to comply with, a non-sublicensable, non-transferable, non-exclusive, terminable, limited license to use the Software during the License Term to use the Services.
b. Google Content. Subject to Customer’s compliance with the Agreement and this Addendum’s terms, and in consideration of Customer’s payment of all Fees, Google grants to Customer, and Customer agrees to comply with, a non-sublicensable, non-transferable, non-exclusive, terminable, limited license to access the Google Content via the Services and Software during the License Term to track assets via the Services.
2.3 Customer Data License from Customer to Google. If Customer enters Customer Data into the Systems, or has Google enter Customer Data into the Systems on Customer’s behalf, Google requires a license to that Customer Data so it can process the data and provide the Services to Customer. Therefore, by entering Customer Data into the Systems, or if Google enters Customer Data into the Systems on Customer’s behalf, Customer grants to Google a limited, irrevocable, royalty-free, and non-exclusive license during the License Term, to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute the Customer Data solely to enable Google to provide the Services to Customer.
2.4 Google Customer Data Use. If Customer grants Google permission to reuse Customer Data, then Customer further grants Google a non-exclusive, paid-in-full, transferable license to use the Customer Data to create an aggregate anonymous Customer Data copy (removing all personally identifiable information) for Google’s own purposes including use in Products, Services, APIs and sharing with other data providers. Google will not correlate Customer Data and Google’s aggregated Customer Data for any reason.
2.5 Warranties. Each party represents that it has the rights, power and authority necessary to enter into this Agreement. Google warrants that it will provide the Services in accordance with the Service Level Agreement.
3. Customer Obligations.
3.1 Compliance. Customer will only use the Services and Software in compliance with the Agreement and this Addendum, the Legal Notices, the applicable Documentation, the Acceptable Use Policy and the Ordering Document. Customer may only use the Services in accordance with the SKUs specified in the applicable Ordering Document.
3.2 Services Administration. Customer may specify one or more administrators who may access accounts and administer the Services. Customer is responsible for: (a) administrator access to Customer Data; (b) maintaining account confidentiality; (c) designating those of its personnel who are authorized to access Customer accounts; (d) ensuring that all activities that occur in connection with Customer accounts comply with the Agreement and this Addendum; and (e) promptly notifying Google of any unauthorized use of, or access to, the Services of which it becomes aware.
3.3 Unauthorized Use. Customer will use all commercially reasonable efforts to prevent unauthorized Service use and to terminate any unauthorized use. Customer will promptly notify Google of any unauthorized use of, or access to, the Services of which it becomes aware.
3.4 Customer Asset Consent. Administrators may have the ability to access, monitor, use, or disclose data regarding Customer Service use. Customer will obtain and maintain all required consents from Customer Assets to allow: (a) Customer’s access, monitoring, use and disclosure of data pertaining to Customer Asset and Google providing Customer with the ability to do so and (b) Google to provide the Services.
3.5 Removal Requests. Customer is solely responsible for responding to Customer Asset requests to remove Customer Data. Customer is also responsible for communicating to Customer Assets a process by which these requests can be addressed by Customer.
4. Usage Limits and Renewals.
4.1 Usage Limits. Customer may not exceed Usage Limits. In order for the Services to continue functioning in excess of the Usage Limits, Customer must enter into a new Ordering Document with additional Services.
4.2 Renewal. Upon each auto-renewal, Google will invoice Customer, and Customer agrees to pay, for the renewal of the Services as set forth in the applicable Ordering Document.
5. API Licenses and Conditions.
a. From Google to Customer. Subject to this Agreement, and in consideration of Customer’s payment of Fees, Google grants to Customer, and Customer agrees to comply with a non-sublicensable, non-transferable, non-exclusive, terminable, limited license: (a) use the Services to display the Google Content and Track Assets solely in the Customer Implementation; and (b) access, use, publicly perform and publicly display the Google Content in the Customer Implementation. Customer will not use the Service in the Prohibited Territory.
b. From Customer to Google. By submitting Customer Content to Google through the Services, Customer grants to Google an irrevocable, sublicensable, non-transferable, non-exclusive, perpetual, limited license to reproduce, adapt, modify, use, translate and distribute this Customer Content for the sole purpose of processing Customer queries and returning results under this Agreement.
5.2 Customer Data. If an API that stores data is licensed, Customer may upload and store Customer Data as part of the Services as described in the Documentation. Customer Data will not be returned to Customer, whether the Customer Data is physically shipped to Google, or entered by Customer or Google. Customer is solely responsible for backing up its Customer Data. Google will not bear any risk of loss for Customer Data.
5.3. Modifications. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer, provided that Customer has subscribed with Google to be informed about these changes.
a. License Restrictions. Unless Google specifically agrees in advance and in writing or through the Documentation, Customer will not:
i. hide or mask from Google the identity of Customer Implementation, including by failing to follow the identification conventions listed in the Documentation;
ii. use, distribute, or sell any Google Content outside of the Customer Implementation or incorporate or embed the Services into any of Customer’s products that it sells to third parties;
iii. attempt to reverse engineer the Services or any component or attempt to create a substitute or similar service through use of or access to the Services;
iv. use the Services or Google Content with any products, systems, or applications for or in connection with any of the following: (i) real time navigation or route guidance, including but not limited to turn-by-turn route guidance that is synchronized to the position of a user's sensor-enabled device; or (ii) any systems or functions for automatic or autonomous control of vehicle behavior;
v. print more than five thousand copies of sales collateral materials containing a screenshot of the Google Content for purposes of commercial sales lead generation or incorporate the Google Content as a core part of printed matter (such as printed maps or guide books) that is redistributed for a fee;
vi. use the Service in a manner that gives access to mass downloads or bulk feeds of any Google Content;
vii. use the Services outside the Licensed Configuration specified in the applicable Ordering Document or Usage Limits specified in the Documentation;
viii. use Google Content derived from the Service without a corresponding Google Map (e.g. geocodes obtained through the Service may not be used except with a Google Map);
ix. if Google is restricted from providing the Services in a particular country, Google reserves the right to terminate this Addendum with respect to that particular country on written notice; or
x. with respect to APIs that identify specific End User location information (“EUL APIs”), and any contradictory Agreement and Addendum terms notwithstanding, obtain or cache an End User location without the End User’s prior consent. Customer will notify End User in advance of the End User data Customer intends to collect and if Customer intends to use EUL APIs with any other data provider’s data. End User’s consent to data collection under this section must be revocable at any time. Customer further agrees not to provide any personally identifiable information or device identifiers along with Customer Content. Customer agrees that if Customer intends to use the Geolocation API with any other data provider’s data, Customer shall disclose this fact to End Users.
b. Customer IDs. Customer IDs are required, must be used according to the Documentation, and will be forwarded to Customer electronically. Google may not respond to requests with an invalid Customer ID. Customer’s failure to use a Customer ID will prevent access to the Services and nullify Google’s obligations under this Agreement.
c. Third Party Components. Any third party component embedded, included or provided by Google for use with the Services may only be used in conjunction with the Services, and this use is subject to the Agreement, this Addendum and the Documentation. However, to the extent Services include components governed by open source licenses with provisions inconsistent with the Agreement or this Addendum, those components are instead governed solely by the applicable open source licenses. To the extent Services include components covered by open source licenses requiring the provision of corresponding source code for those components, Google hereby offers the provision of that source code consistent with those licenses.
d. Development Kits. Development kits may only be used for development or educational purposes, or both and are not permitted for use in a production environment.
5.5 Customer Obligations.
a. Advertising. Customer can configure the Services to display advertisements served by Google through the Services, or not, to End Users in its sole discretion. Such advertisements shall be enabled as provided in the Documentation.
b. Domain. The Customer must own the domains listed on the Order Form. Additional domains may be added with the prior written approval of Google, which may be via email. Prior to providing the Services, Google may verify that Customer owns or controls the domains. If Customer does not own or control the domains, then Google will have no obligation to provide the Services to Customer.
c. Maps Terms, Privacy, Legal Notices and AUP.
i. Compliance. Customer (i) agrees to comply with, and (ii) is responsible for End Users’ compliance with, the Maps Terms, the Legal Notices, and the AUP.
5.6. Ordering, Overages, and Reporting Terms. The Fees will be based on the applicable Billing Unit. In order to use certain APIs provided as part of the Service, Customer may be required to purchase additional SKUs. If Customer orders Asset Tracking as part of the Services, the Ordering Document will indicate: (a) the countries within which Customer may use the Services. Google may, if Customer is not in breach at the time of the request, provide Customer an opportunity to purchase higher Usage Limits. For any Customer Implementation behind a firewall, Customer is required to use the internal Billing Units.
6. Addendum Term and Termination.
6.1 Addendum Term. Subject to Customer’s payment of all due and payable Fees and compliance with the Agreement’s terms and this Addendum’s terms, this Addendum begins on the Effective Date and will continue for the term as set forth in the Ordering Document unless terminated earlier as provided herein (“Initial Addendum Term”).
6.2 Auto-Renewal. At the end of the Initial Addendum Term, the Agreement will automatically renew for consecutive twelve month renewal terms. If a party does not want the Addendum to automatically renew, then it must provide the other party a written termination notice at least fifteen days prior to the then current term’s expiration date. A party’s non-renewal notice will be effective upon the then current term’s expiration.
6.3 Additional Term and Termination Conditions. All other terms and conditions pertaining to Addendum term and termination are set forth in the Agreement.
7. Technical Support Services. Technical support services for the Products and Services provided in this Addendum are set forth in the TSSG.
“Acceptable Use Policy” or “AUP” means the means the acceptable use policy for the Services available athttp://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html (or other URL as may be provided by Google).
“Assets” means those assets actively Tracked by Customer, such as personnel, vehicles or other assets.
“Billing Units” means the number of Assets Tracked or number of End Users, or both, as applicable. Billing Units will be determined by the nature of the Services ordered by Customer.
“Customer Asset” means any (a) employee, agent, consultant, temporary employee or other person or (b) Customer asset that Customer tracks with the Services and Software.
“Customer Content” means any content that Customer provides in its Customer Implementation such as latitude and longitude information. Customer Content does not include the Google Content.
“Customer Implementation” means an internal or external software application or website that incorporates the Services in order to obtain and display Google Content in conjunction with Customer Content.
“Prohibited Territory”: means the list of countries where Customer may not use or actively target Product, Software or Service received http://www.google.com/enterprise/earthmaps/legal/us/maps_integrator_territory.html (or such other URL as may be updated by Google) or other such URL as Google may provide.
“Licensed Configuration” means the Billing Unit metrics and Customer domain as specified in an Ordering Document.
“Maps Terms” mean the terms for Google Maps set forth at the following URL: http://maps.google.com/help/terms_maps.html (or other URL as may be provided or updated by Google).
“Services” means the Maps API and Google Tracks API services as more fully described in the Agreement, this Addendum and the Documentation.
“Service Level Agreement” means the services description available at the following URL: http://www.google.com/enterprise/earthmaps/legal/us/maps_sla.htmlor other such URL as Google may provide.
“Track” means the use of an application to locate a moving physical asset on a map based on current latitude/longitude coordinates, which are provided to the application via a personal sensor.
“TSSG” means Google’s then current Technical Support Services Guidelines, which may be may be accessed at the following URL:http://www.google.com/enterprise/earthmaps/legal/us/maps_tssg.html (or other URL as may be provided by Google).