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Welcome to Google Calendar Partner Program ("the Service"),
owned and operated by Google Inc. ("Google"). By using the Service, you ("You")
accept and agree to be bound by the following terms and conditions (the "Terms of Use").
Nothing in the Terms of Use should be construed to confer any rights to third party beneficiaries.
1. Service.
- 1.1 Description of Service. The Service is a simple, free way to offer visitors of
your Site (defined below) event notices via Google Calendar. For purposes of the Terms of Use, "Site" shall
mean the Web site, sites, or other application on which You place JavaScript or similar programming
("Code") which renders the Google Calendar Button on the Site ("the Button").
If You have chosen to customize the Service in accordance with the specifications provided
by Google, all Queries sent from the Site to Google must originate from the Site and shall
include, in the appropriate field, the domain name of the Site.
Unless explicitly stated otherwise, the Service may be modified or terminated at any time by
Google for any reason, and without notice, without liability to You, any End User or any third
party. Any new features that augment or enhance the current Service shall be subject to the
Terms of Use.
- 1.2 Modifications. Google may modify the Terms of Use at any time with or without
notice, and you can review the most current version of the Terms of Use online at any time
at http://www.google.com/accounts/TOS.
If a modification is unacceptable to You, You may cancel the Service on the Site and terminate
the Terms of Use by removing the Code and the Button from Your Site. If You continue to use
the Code and/or the Button on any Site, You will be deemed to have accepted the modifications.
- 1.3 Your Obligations. You shall be responsible for providing all hardware and software
required to perform Your obligations under the Terms of Use, including but not limited to the
following: (a) implementing and maintaining the Site, (b) implementing and maintaining the
Code on your site and (c) the properly rendering and displaying the Button in accordance with
the conditions specified in these Terms of Use, including but not limited to Section 1.4, Appropriate
Conduct.
- 1.4 Appropriate Conduct. You shall not, and shall not allow any third party to: (a)
transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing,
service bureau or other unauthorized purposes any Service or access thereto; (b) enter into
any arrangement or agreement under which any third party pays You fees, You pay any third party
fees, or either shares in any revenue payments and/or royalties for the Service or any content
obtained from the Service; (c) directly or indirectly generate web traffic, or impressions
of or clicks on the Button, through any automated, deceptive, fraudulent or other invalid means
(including, but not limited to, click spam, robots, macro programs, and Internet agents); (d)
modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble
or otherwise attempt to derive source code from any Service or any other Google technology,
content, data, routines, algorithms, methods, ideas design, user interface techniques, software,
materials, and documentation; (e) remove, deface, obscure, or alter Google's copyright notice,
trademarks or other proprietary rights notices affixed to or provided as a part of any Service
or any other Google technology, software, materials and documentation; (f) "crawl", "spider",
index or in any non-transitory manner store or cache information obtained from the Service;
(g) create or attempt to create a substitute or similar service or product through use of or
access to any of the Service or proprietary information related thereto; (h) combine or associate
the Code, the Button, and/or any aspect of the Service with malware, spyware, or any application,
website, or software that violates the Google Software Principles ( http://www.google.com/corporate/software_principles.html);
and/or (i) engage in any action or practice that reflects poorly on Google or otherwise disparages
or devalues Google's reputation or goodwill. Further, the Site shall not contain any pornographic,
hate-related or violent content or contain any other material, products or services that violate
or encourage conduct that would violate any criminal laws, any other applicable laws, or any
third party rights.
- 1.5 Advertising. Google shall have the exclusive right to serve advertisements on
any Web pages or communications that contain contents or information provided by Google. You
shall not in any way or for any purpose (including for purposes of advertising) frame any page
or communication provided by Google.
2. Proprietary Rights.
- 2.1 Google Rights. For purposes of the Terms of Use, "Intellectual Property Rights" shall
mean any and all rights existing from time to time under patent law, copyright law, semiconductor
chip protection 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. As between You and Google, You acknowledge that Google owns all
right, title and interest, including without limitation all Intellectual Property Rights, in
and to the Service (including Google Calendar Partner Program technology, Google Calendar technology,
and Google Brand Features, and excluding items licensed by Google from third parties), and
that You shall not acquire any right, title, or interest in or to the Service (including Google
Calendar Partner Program technology, Google Calendar technology, and Google Brand Features),
except as expressly set forth in the Terms of Use. AdWords, AdSense, GOOGLE, the "Google" logo,
and other marks that incorporate the words GOOGLE and GOOGLE CALENDAR, are trademarks of Google.
- 2.2 Brand Feature License. For purposes of the Terms of Use, "Brand Features" shall
be defined as 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. Google
hereby grants to You a nontransferable, nonsublicenseable, nonexclusive license during the
Term to display Google's Brand Features for the purpose of promoting or advertising that You
use the Service and for the purpose of fulfilling Your obligations under Section 2.3 below.
You hereby grant to Google a nontransferable, nonexclusive license during the Term to use Your
Brand Features to advertise that You are using the Service. Any use of the Google Brand Features
is subject to the Google Brand Features Guidelines, currently available at http://www.google.com/permissions/.
Google may modify the Google Brand Features or the Google Brand Features Guidelines from time
to time and Google will post such notice on the Google Web site. You agree that Your respective
products and/or services that are associated with Google's Brand Features shall meet the same
general level of quality as is provided by Google in connection with Google's own Brand Features.
Except as set forth in this Section 2.2, nothing in the Terms of Use shall grant or shall be
deemed to grant to one party any right, title or interest in or to the other party's Brand
Features. All use by You of Google's Brand Features (including any goodwill associated therewith)
shall inure to the benefit of Google. At no time during or after the Term shall You challenge
or assist others to challenge the Brand Features of Google (except to the extent such restriction
is prohibited by law) or the registration thereof by Google, nor shall You attempt to register
any Brand Features (including domain names) that are confusingly similar in any way (including
but not limited to, sound, appearance and spelling) to those of Google.
- 2.3 Attribution. The Button shall conspicuously display a graphic (available on the Event
Publisher Guide) that indicates that the Service is provided by Google. The graphic shall
link to the Google site located at http://www.google.com/calendar or
such other address as Google may designate from time to time during the Term, and only to
this Google site or other address desginated by Google.
- 2.4 Digital Millennium Copyright Act. It is Google's policy to respond to notices
of alleged infringement that comply with the Digital Millennium Copyright Act. For directions
and more information, please see http://www.google.com/dmca.html.
3. Privacy Policy. Google's collection and use of personal information is governed by
Google's Privacy Policy, available at http://www.google.com/privacy.html.
You understand and agree that Google may access, preserve, and disclose Your personal information
and the contents of Your account if required to do so by law or in a good faith belief that such
access preservation or disclosure is reasonably necessary to comply with legal process or protect
the rights, property and/or safety of Google, its affiliates or the public. Personal information
collected by Google may be stored and processed in the United States or any other country in
which Google or its agents maintain facilities. By using the Service, you consent to any such
transfer of information outside of your country.
4. Warranties and Disclaimer.
- 4.1 Google Disclaimer of Warranties. GOOGLE MAKES NO EXPRESS OR IMPLIED WARRANTIES
OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE AND BRAND FEATURES. THE SERVICE
AND BRAND FEATURES ARE DISTRIBUTED AND PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. GOOGLE DOES
NOT WARRANT THAT THE GOOGLE SERVICE AND BRAND FEATURES WILL MEET YOUR REQUIREMENTS OR THAT
PERFORMANCE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS
IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SERVICE. UNDER NO CIRCUMSTANCES SHALL GOOGLE
BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE THOUSAND DOLLARS ($1000.00).
- 4.2 Your Warranties. You warrant that: (1) all information provided by You to Google
in connection with the Service is true and accurate; (2) You have read and agree to Google's
terms and conditions agreement, available at http://www.google.com/terms_of_service.html; (3)
You have full power and authority to enter into the Terms of Use; (4) Your Brand Features,
Content (defined as all editorial, text, graphic, audiovisual, and other content that is served
to End Users of the Site and that is not provided by Google, including without limitation the
Template, if applicable), or Site do not (a) infringe any Intellectual Property Rights of any
third party, (b) constitute defamation, libel or obscenity, (c) result in any consumer fraud,
product liability, breach of contract to which You are a party or cause injury to any third
party, (d) promote violence or contain hate speech, (e) violate any applicable law, statute,
ordinance, or regulations, or (f) contain adult content or promote illegal activities, gambling,
or the sale of tobacco or alcohol to persons under twenty-one (21) years of age; (5) You will
seek all necessary governmental approvals required to effectuate the Terms of Use; and (6)
You shall perform all of Your obligations under the Terms of Use in accordance with applicable
laws.
5. Indemnification. You will indemnify, defend, and hold Google harmless from any third
party lawsuit or proceeding brought against Google based upon a claim that would constitute a
breach of any warranty, representation or covenant made by You under the Terms of Use, including
but not limited to any third party lawsuit or proceeding brought against Google based upon a
claim that the Content, Site, or Your Brand Features infringe any copyright, trade secret or
trademark of the third party. Your indemnification will include (1) all attorneys' fees and costs
associated with the defense of such a claim, (2) all damages and costs finally awarded, and (3)
the full cost of any settlement entered into by You. Google shall (1) notify You of any such
claim, (2) provide You with reasonable information, assistance and cooperation in defending the
lawsuit or proceeding (to the extent requested by You), and (3) give You full control and sole
authority over the defense and settlement of such claim. You will not enter into any settlement
or compromise of any such claim without Google's prior consent, which shall not be unreasonably
withheld.
6. Limitation of Liability. GOOGLE SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER
OF THE TERMS OF USE OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY THEORY OF LIABILITY INCLUDING
BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF THIS
AGREEMENT OR THE USE OF OR INABILITY TO USE THE GOOGLE SERVICE, INCLUDING, BUT NOT LIMITED TO,
LOSS OF REVENUES, LOSS OF PROFITS, LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT
OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY. THIS LIMITATION SHALL APPLY EVEN IF GOOGLE WAS OR
SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. THE SERVICE ARE PROVIDED WITHOUT
CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION
OF RISK UNDER THE TERMS OF USE. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS
MAY NOT APPLY TO YOU.
7. Term and Termination.
- 7.1 Term. The term of the Terms of Use (the "Term") shall commence on the date upon
which You add Code to Your Site and shall continue in force thereafter, unless terminated as
provided herein.
- 7.2 Termination. Google may change, suspend or discontinue all or any aspect of the
Service, including their availability, at any time, and may terminate Your use of the Service
at any time. In addition, either party may terminate the Terms of Use at any time, for any
reason, or for no reason including, but not limited to, if You engage in any action that reflects
poorly on Google or otherwise disparages or devalues the Google Brand Features or Google's
reputation or goodwill. If You desire to terminate the Terms of Use, You must remove the Code
and the Button from Your Site.
- 7.3 Rejection of Application. Google shall have the right, in its sole discretion,
to reject any request to use the Service at any time and for any reason, and such rejection
shall render null and void the Terms of Use between You and Google. Google shall not be liable
to You for damages of any sort resulting from its decision to reject such a request.
- 7.4 Effect of Termination. Upon the termination of the Terms of Use for any reason
(i) all license rights granted herein shall terminate and (ii) You shall immediately delete
any and all Google Brand Features, Code and Button from the Site.
- 7.5 Survival. In the event of any termination or expiration of the Terms of Use for
any reason, Sections 2.1, 4, 5, 6, 7.4, 7.5, 7.6, and 8 shall survive termination. Neither
party shall be liable to the other party for damages of any sort resulting solely from terminating
the Terms of Use in accordance with its terms.
- 7.6 Remedies. You acknowledge that Your breach of service/license restrictions contained
herein may cause irreparable harm to Google, the extent of which would be difficult to ascertain.
Accordingly, You agree that, in addition to any other remedies to which Google may be legally
entitled, Google shall have the right to seek immediate injunctive relief in the event of a
breach of such sections by You or any of Your officers, employees, consultants or other agents.
8. Miscellaneous. Any notice to Google required for or permitted by the Terms of Use
shall be in writing and shall be delivered as follows with notice deemed given as indicated:
(i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification
of receipt, or (iii) by certified or registered mail, return receipt requested, upon verification
of receipt. All notices to Google must be sent to the attention of the Google Legal Department
at the Google Headquarters address as provided at: http://www.google.com/corporate/address.html.
You may not assign your rights or delegate your obligations under the Terms of Use without Google's
prior written consent. The Terms of Use will be governed by and construed in accordance with
the laws of the State of California , without regard to conflict of law principles. Any dispute
or claim arising out of or in connection with the Terms of Use shall be adjudicated in Santa
Clara County, California. The parties are independent contractors. Neither party shall be deemed
to be an employee, agent, partner or legal representative of the other for any purpose and neither
shall have any right, power or authority to create any obligation or responsibility on behalf
of the other. Neither party shall be liable hereunder by reason of any failure or delay in the
performance of its obligations hereunder on account of strikes, shortages, riots, insurrection,
fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other
cause, which is beyond the reasonable control of such party. You shall be responsible for compliance
with all applicable laws, rules and regulations, if any, related to the performance of Your obligations
under the Terms of Use. The failure of Google to require performance by You of any provision
shall not affect the full right to require such performance at any time thereafter; nor shall
the waiver by Google of a breach of any provision hereof be taken or held to be a waiver of the
provision itself. If any provision of the Terms of Use is held by a court of competent jurisdiction
to be contrary to law, such provision shall be changed and interpreted so as to best accomplish
the objectives of the original provision to the fullest extent allowed by law and the remaining
provisions of the Terms of Use shall remain in full force and effect. THE TERMS OF USE CONSTITUTE
THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE TERMS
OF USE SUPERSEDE, AND THE TERMS OF THE TERMS OF USE GOVERN, ANY OTHER PRIOR OR COLLATERAL AGREEMENTS
WITH RESPECT TO THE SUBJECT MATTER HEREOF. |
