Google Analytics Partner Gallery Agreement
Last modified: March 28, 2014 (view archived version)
This Google Analytics Partner Gallery Agreement ("Agreement") is entered into by Google Inc. ("Gallery") and the entity accepting this Agreement ("Partner" or "You"). The Google Analytics Partner Gallery ("Gallery") is a publicly available site on which third parties can register to publish or otherwise make available software, services, content and digital materials created for use in connection with Google Analytics (collectively, "Products") for distribution and use in connection with Google Analytics.
1. Accepting this Agreement
1.1 In order to use the Gallery to distribute Products, you must first agree to this Agreement by clicking to accept where indicated. You may not publish Products on the Gallery if you do not accept this Agreement.
1.2 You may not use the Gallery and may not enter into this Agreement if you are (a) not of legal age to form a binding contract with Google, or (b) a person or entity barred from using Google Analytics software under the laws of the United States or other countries including the country in which you are resident or from which you use Google Analytics.
1.3 You represent and warrant that you have full power, capacity, and authority to accept this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Gallery on behalf of your employer or other entity.
2. Product Support
You will be solely responsible for: (a) support and maintenance of Your Products and (b) addressing any complaints about your Products. Your support contact information, which You must provide in the manner specified by Google prior to distributing Products through the Gallery, will be displayed on each Product detail page and made available to Gallery users for customer support purposes.
Failure to provide adequate support for your Products may result in low Product ratings, less prominent Product exposure, or in some cases removal from the Gallery (at Google’s sole discretion).
3. Use of the Gallery by You
3.1 You agree to use the Gallery only for purposes that are permitted by (a) this Agreement and the Google Analytics Partner Gallery Program Policies and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
3.2 You agree that if you use the Gallery to distribute Products, you will protect the privacy and legal rights of Google Analytics users. If the users provide you with, or your Product accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Product, and you must provide legally adequate privacy notice and protection for those users. Further, your Product may only use that information for the limited purposes for which the user has given you permission to do so. If the user provides your Product with Google Account information, your Product may only use that information to access the user’s Google Account when, and for the limited purposes for which, the user has given you permission to do so.
3.3 In order to publish Products on the Gallery, You must acquire and maintain a valid Google account (subject to the then-current terms available at http://www.google.com/intl/en/policies/terms/, as modified from time to time).
3.4 Your use of the Gallery to distribute Products is subject to compliance with the Google Analytics Terms of Service (found at http://www.google.com/analytics/tos.html, as modified from time to time) in addition to this Agreement.
4. Prohibited Actions
4.1 You agree that You will not engage in any activity in connection with Your use of the Gallery, including the development or publication of Products or other materials, that violates the Google Analytics Partner Gallery Program Policies, causes users to violate the Google Analytics Terms of Service, or that:
- knowingly violates a third party's terms of service,
- violates any applicable laws or regulations,
- interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, Google or any network operator, or
- infringes on the intellectual property rights of others.
4.2 You agree not to access (or attempt to access) the Gallery by any means other than through the interface that is provided by Google.
4.3 You may not divert users or provide links to any other site that mimics the Gallery or passes itself off as the Gallery. For the avoidance of doubt, you may offer paid services as Products so long as you comply with all applicable terms and policies.
4.4 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any Products you publish in the Gallery and for the consequences of your actions (including any loss or damage which Google or any third party may suffer) by doing so.
4.5 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach.
4.6 Product Ratings. The Gallery will allow users to rate Products. Along with other factors, Product ratings may be used to determine the placement of Products on the Gallery with higher rated Products generally given better placement, subject to Google’s right to change placement at Google’s sole discretion. For new Partners without Product history, Google may use or publish performance measurements to identify or remove Products that are not meeting acceptable standards, as determined by Google. Google reserves the right to display Products to users in a manner that will be determined at Google’s sole discretion.
Your Products may be subject to user ratings with which you may not agree.
4.7 Marketing Your Product. You will be responsible for making your Products available to users of the Gallery, providing required Product information to users, and accurately disclosing to users all relevant terms associated with your Product. For the avoidance of doubt, you may offer paid services as Products so long as you comply with all applicable terms and policies.
5. License Grants.
5.1 You grant to Google and its affiliates a worldwide, nonexclusive, and royalty-free license to host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use Product listing content, such as the images and descriptions of Products in the Gallery, according to the publishing options selected by you.
5.2 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Products and any content contained in, accessed by, or transmitted through the Products in connection with Google Analytics. If you choose, you may include a separate end user license agreement (EULA) in your Product that will govern the user’s rights to the Products in lieu of the previous sentence.
5.3 Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Google.
5.4 You represent and warrant that you have all and will maintain all necessary rights to grant the licenses to the Products and any content contained in, accessed by, or transmitted through the Products to Google, its affiliates, and users of your Products.
5.5 Except for the license rights granted in this Agreement, (a) you retain all rights in the Products; and (b) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. Google acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any content that you submit, post, transmit or display on, or through, the Products, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Google, you agree that you are responsible for protecting and enforcing those rights and that Google has no obligation to do so on your behalf.
6. Brand Features and Publicity.
6.1 Each party will own all right, title and interest (including without limitation all intellectual property rights) to trade names, trademarks, service marks, logos and domain names it secures from time to time ("Brand Features").
6.2 Subject to the terms and conditions of this Agreement, Partner grants to Google and its affiliates a limited, non-exclusive, non-sublicensable, worldwide, royalty-free license during the term of this Agreement to display Partner Brand Features in connection with Google’s operation and marketing of the Gallery.
6.3 Subject to the terms and conditions of this Agreement, Google grants to Partner a limited, non-exclusive, non-sublicensable, worldwide, royalty-free license during the term of this Agreement to display Google Analytics Brand Features solely for the purpose of: (a) promoting Partner’s participation in the Gallery or (b) promoting the Google Analytics service. With respect to any use of Google’s Brand Features by Company, Company agrees to adhere to Google's then current brand feature use guidelines located at www.google.com/permissions.
6.4 Publicity. Google and its affiliates may include Partner Brand Features, screenshots, videos, and demonstrations of your Products and any content contained in, accessed by, or transmitted through the Products in presentations, marketing materials, marketing events, Partner events, financial reports, website listings (including links to your website), press releases, and customer lists (which includes, without limitation, customer lists posted on Google web sites) for purposes of marketing the Gallery, Google products and services, or publicizing Your Product.
7. Product Takedowns, Review, and Updates.
7.1 Your Takedowns. You may remove Your Products from future distribution via the Gallery at any time, but you must comply with this Agreement for any Products distributed through the Gallery. Removing your Products from future distribution via the Gallery does not (a) affect the license rights of users who have previously downloaded or use your Products or (b) remove your Products from user machines, hardware, or other devices, or from any part of the Gallery where previously downloaded applications are stored on behalf of users.
7.2 Google Review and Takedowns. While Google is not obligated to monitor the Products or their content, Google may at any time review or test your Products and their source code for compliance with this Agreement, the Google Analytics Partner Gallery Program Policies, and any other applicable terms, obligations, laws, or regulations, and may use automated means to conduct such review. Google retains the right to refuse to include a Product on the Gallery in its sole discretion. You agree that any information you give to Google will always be accurate, correct and up to date. As part of the specification for your Product, Google may ask that you include in the file for your Product information such as your name and email address. Google may use this information when featuring the Product in our directory or for other uses. If Google is notified by you or otherwise becomes aware and determines in its sole discretion that a Product or any portion thereof or your Brand Features:
- (a) violates the intellectual property rights or any other rights of any third party;
- (b) violates any applicable law or is subject to an injunction;
- (c) is pornographic, obscene or otherwise violates Google’s hosting policies or other terms of service as may be updated by Google from time to time in its sole discretion;
- (d) is being published or distributed by you improperly;
- (e) may create liability for Google or any third party;
- (f) is deemed by Google to have a virus or is deemed to be malware, spyware or have an adverse impact on Google’s or a third party’s network;
- (g) violates the terms of this Agreement or the Google Analytics Partner Gallery Program Policies; or
- (h) the display of the Product is impacting the integrity of Google servers (i.e., users are unable to access such content or otherwise experience difficulty),
Google may prevent the Product from being made available in the Gallery, remove the Product from the Gallery, remotely disable or remove the Product from user systems or devices, or flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), or reclassify the Product at its sole discretion. Google reserves the right to suspend or bar any Product from the Gallery at any time in its sole discretion.
8. Your Partner Credentials
8.1 You agree that you are responsible for maintaining the confidentiality of any credentials or keys that may be issued to you by Google in connection with the Agreement or Gallery or which you may choose yourself and that you will be solely responsible for all applications that are developed under your credentials.
8.2 Google may limit the number of Products that You may publish to the Gallery.
8.3 Google, at its sole discretion, may revoke your Partner credentials or otherwise suspend or terminate your right to publish Products on the Gallery for any reason, including but not limited to:
- (a) violation of the Agreement or the Google Analytics Partner Gallery Program Policies, or
- (b) infringement upon any intellectual property rights, including copyright.
9. Privacy and Information
9.1 In order to continually innovate and improve the Gallery, Google may collect certain usage statistics from the Gallery and user machines, devices, or other hardware, including but not limited to, information on how the Gallery and Products are being used.
10. Term; Termination
10.1 This Agreement will remain in effect until terminated by either You or Google as set out below.
10.2 Either party may terminate this Agreement at any time, for any or no reason, with 30 days prior notice to the other party.
10.3 Google may at any time, immediately terminate this Agreement with You if:
- (A) You have breached any provision of this Agreement; or
- (B) Google is required to do so by law; or
- (C) Google decides to no longer provide the Gallery.
10.4 Upon any termination of this Agreement, You must cease Your use of any Gallery credentials.
11. DISCLAIMER OF WARRANTIES
11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE GALLERY IS AT YOUR SOLE RISK AND THAT THE GALLERY IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO THE TIMING, FREQUENCY, OR IMPLEMENTATION OF DISTRIBUTION OF ANY UPDATES TO YOUR PRODUCTS.
11.2 YOUR USE OF THE GALLERY AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GALLERY IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
11.3 GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS DISTRIBUTORS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from:
- (a) Your use of the Gallery in violation of: this Agreement, the Google Analytics Partner Gallery Program Policies, or any applicable laws or regulations,
- (b) Your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and
- (c) any third party claims arising out of or relating to Your Product or Your use of the Gallery.
14. Changes to the Agreement
Google may make changes to this Agreement from time to time. When these changes are made, Google will make a new copy of the Agreement available on the Gallery site. Google will also post a notification on the Gallery site describing the modifications made. The changes will become effective, and will be deemed accepted by you, (a) immediately for those who become Partners after the notification is posted, or (b) for pre-existing Partners, the modified Agreement will become effective upon the earlier of: your acceptance of the modified Agreement (except changes required by law which will be effective immediately) or 7 days after the posting of the notification if you continue to use the Gallery services.
15. General Legal Terms
15.1 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. If there is a conflict between any terms of this Agreement and a term of the Google Analytics Partner Gallery Program Policies or Google Analytics Terms of Service, the term of this Agreement will govern.
15.2 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.
15.3 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
15.4 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
15.5 EXPORT RESTRICTIONS. Products available on the Gallery may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.
15.6 Assignment. Neither party may assign any part of this Agreement without the written consent of the other.
15.7 ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE GALLERY WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'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.
15.8 The obligations in Sections 5, 6, 7, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.
15.9 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
15.10 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
15.11 Notices. All notices of termination or breach must be in writing and addressed to the other party’s Legal Department. The email address for notices being sent to Google’s Legal Department is firstname.lastname@example.org. All other notices must be 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).