Google Apps Marketplace Terms of Service
1.1 The Google Apps Marketplace ("Market") is owned and operated by Google Inc. Your use of the Google Apps Marketplace is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at http://www.google.com/accounts/TOS) and these Google Apps Marketplace Terms of Service (together called the "Terms"). In addition, your use of the Market is subject to the Program Policies (found at http://code.google.com/googleapps/marketplace/policies.html). The Google Apps Marketplace Terms of Service, Google Apps Market Program Policies, and Google Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.
1.2 You may use Google Apps Marketplace to browse, locate, download, or purchase Products (defined as data files, applications, written text, software, music, audio files or other sounds, photographs, videos or other images) and Professional Services (defined as services) for your service (your "Buyer Service"). Some of these Products and Professional Services may be offered by Google while others may be made available by third-parties not affiliated with Google. You agree that Google is not responsible for any Product or Professional Service on the Market that originates from a source other than Google. Additionally, some Products or Professional Services may be made available to you at no charge while other Products or Professional Services may be purchased for a fee. You agree that you are solely responsible for all fees associated with purchases you make on the Market.
1.3 You accept the Terms by either (1) clicking to agree or accept where these options are presented to you, or (2) actually using the Google Apps Marketplace. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to the Terms; (ii) that you have read and understand the Terms; and (iii) that you agree, on behalf of the party that you represent, to the Terms. If you don't have the legal authority to bind, please do not click the "I Accept" button or use the Google Apps Marketplace.
2. Google's Provision of Google Apps Marketplace
2.1 You agree that Google may stop (permanently or temporarily) providing the Market (or any features within the Market) to you or to users generally at Google's sole discretion, without prior notice to you.
2.2 You agree that if Google disables access to your account, you may be prevented from accessing the Market, your account details or any files or other Products or Professional Services that are stored with your account.
2.3 Google may make available to you various payment processing methods to facilitate the purchase of Products or Professional Services from the Market. You agree to abide by any relevant Terms of Service or other legal agreement, whether with Google or a third party, that governs your use of a given payment processing method. You agree that Google reserves the right to add or remove payment processing methods at its sole discretion and without notice to you.
2.4 From time to time, Google may discover a Product or Professional Service on the Market that violates the Google Apps Marketplace Developer Distribution Agreement or other legal agreements, laws, regulations or policies. You agree that in such an instance Google retains the right to remotely remove those applications or services from your Buyer Service at its sole discretion.
3. Your Use of Google Apps Marketplace
3.1 In order to access certain services in the Market, you may be required to provide information about yourself such as your name, address, and billing details. You agree that any such information you provide to Google will always be accurate, correct and up to date.
3.2 You agree to use the Market only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree to comply with all applicable export controls, including, but not limited to, the United States Department of Commerce's Export Administration Regulations and sanctions programs administered by the United States Treasury Department's Office of Foreign Assets Control. By using the Market, you represent and warrant that you are not prohibited from receiving exports or services under US or other applicable export laws. You agree to comply with all local laws and regulations regarding the download, installation or use of the Products or Professional Services.
3.3 You agree not to access (or attempt to access) the Market by any means other than through the interface that is provided by Google, unless you have been specifically allowed to do so in a separate agreement with Google. You specifically agree not to access (or attempt to access) the Market through any automated means (including use of scripts, crawlers, or similar technologies) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Market website.
3.4 You agree that you will not engage in any activity that interferes with or disrupts the Market (or the servers and networks which are connected to the Market). You agree that you will not use any of the Products or Professional Services found on the Market in a way that interferes or disrupts any servers, networks, or websites operated by Google or any third-party.
3.5 Unless you have been specifically permitted to do so in a separate agreement with Google, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Market for any purpose.
3.6 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) your use of the Market and any Products or Professional Services, any breach of your obligations under the Terms, and for the consequences (including loss or damage of any kind which Google may suffer) of any such breach.
3.7 You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the Market or the purchase of Products or Professional Services through the Market, and that the reporting and payment of any such applicable taxes are your responsibility.
3.8 You agree that Google or third parties own all right, title and interest in and to the Market and the Products or Professional Services available through the Market, including without limitation all applicable Intellectual Property Rights in the Products or Professional Services. "Intellectual Property Rights" means any and all rights existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products or Professional Services, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in the Products or Professional Services, (iii) use the Products or Professional Services to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Google's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Products or Professional Services.
3.9 Google reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Products or Professional Services from the Market. However, you agree that by using the Market you may be exposed to Products or Professional Services that you may find offensive, indecent or objectionable and that you use the Market at your own risk.
4. Google Services and Third Party Products and Services
4.2 Some components of Products or Professional Services (whether developed by Google or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between the Terms and any such licenses, the open source software licenses shall prevail with respect to those components.
5. Automatic Updates
5.1 Products or Professional Services originating from Google may communicate with Google servers from time to time to check for available updates to the Products or Professional Services, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). By installing these Products or buying these Professional Services, you agree to such automatically requested and received Updates.
6. Export Restrictions
6.1 Products or Professional Services available on the Market 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.
7.1 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 your use of the Market, including your downloading, installation, or use of any Products or Professional Services, or your violation of these Terms.
8.1 These Terms will continue to apply until terminated by either you or Google as set out below.
8.2 If you want to terminate these Terms, you may do so by ceasing your use of Market and any Products or Professional Services purchased from the Market.
8.3 Google may at any time, terminate these Terms with you if: (A) you have breached any provision of these Terms; or (B) Google is required to do so by law; or (C) Google decides to no longer provide the Market.
8.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Google have benefited from, been subject to (or which have accrued over time whilst these Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 11.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
9. DISCLAIMER OF WARRANTIES
9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKET AND ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED THROUGH THE MARKET IS AT YOUR SOLE RISK AND THAT THE MARKET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.2 YOUR USE OF THE MARKET AND ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED THROUGH THE USE OF THE MARKET IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
9.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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, WITH RESPECT TO ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED THROUGH THE MARKET AS WELL AS THE MARKET ITSELF.
9.4 NONE OF THE PRODUCTS OR PROFESSIONAL SERVICES ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE PRODUCTS OR PROFESSIONAL SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
10. LIMITATION OF LIABILITY
10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE MARKET OR ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED FROM THE MARKET, 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.
11. General Legal Terms
11.1 These Terms constitutes the whole legal agreement between you and Google and govern your use of the Market, Products, and Professional Services and completely replace any prior agreements between you and Google in relation to the Market, Products, and Professional Services.
11.2 You agree that if Google does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still be available to Google.
11.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.
11.4 You acknowledge and agree that each member of the group of companies of which Google is the parent shall be third party beneficiaries to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to these Terms.
11.5 The rights granted in the Terms may not be assigned or transferred by either you or Google without the prior written approval of the other party. Neither you nor Google shall be permitted to delegate their responsibilities or obligations under these Terms without the prior written approval of the other party.
11.6 These Terms and your relationship with Google under these Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from these Terms. Notwithstanding this, you agree that Google shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.