GOOGLE APPS - SECURITY AND COMPLIANCE TERMS AND CONDITIONS

1. Sign Up and Order Process.
   1. Definitions. "Google" means Google Ireland Limited, whose principal place of business is Gordon House, Barrow Street, Dublin 4. "Customer" means the entity identified as such during the Sign Up Process.
      
   2. These Google Apps - Security and Compliance Terms and Conditions ("Terms") are being displayed as part of an online sign up process for certain Google services as selected by Customer ("Sign Up Process") and set out the terms and conditions under which Google will supply and Customer will use the selected services ("Services"). By completing the Sign Up Process and accepting these Terms, Customer is submitting an order to Google for the Services and agreeing to be bound by these Terms in relation to that order. All orders are subject to acceptance by Google (at its sole discretion). Google will confirm its acceptance or non-acceptance of an order by email or other reasonable means. Acceptance by Google will create an agreement between Google and Customer for the supply and use of the Services in accordance with the order details submitted during the Sign Up Process and on the terms and conditions set out in these Terms ("Agreement"). The Agreement will be effective on the date on which Google confirms acceptance of the order (the "Effective Date").
      
   3. Google will provide an online process through which Customer may make changes to certain aspects of its order (including increasing the number of end users) from time to time. All changes made to Customer's order will be subject to acceptance by Google. On acceptance such changes will be treated as a change to the Agreement.
2. Services. If Google accepts Customer's order, Google will provide Customer with the means to complete the process for activating Customer's account. Following activation of Customer's account, Google will provide the Services to Customer in accordance with the Agreement.
3. Fees.
   1. Customer will pay the fees and any applicable taxes as specified during:
      1. the Sign Up Process;
      2. any subsequent online process through which Customer makes changes to its order; and
      3. any subsequent online renewal process, in accordance with such payment methods as provided by Google from time to time as part of such online processes.
   2. Google may charge Customer one of the following (either through an online process as referred to in Section 3.1.2 or in the manner determined by Google from time to time), as Google may determine:
      1. In arrears, a fee if the number of units enabled and/or for which Customer actually routed messages through the Google system during the preceding calendar month exceeds the Mailboxes/Units already paid for by Customer (such additional units, the "Additional Units"). Such fee shall be equal to the amount calculated by multiplying: (i) the Additional Units by (ii) the Monthly Unit Price or the Annual Unit Price divided by 12 (as the case may be), as such prices are set forth in the Sign Up Process, any subsequent online process through which Customer made changes to its order or subsequent online renewal process (as applicable); or
      2. If Customer notifies Google through the online process that Customer wishes to enable Additional Units, a fee, paid in advance for such Additional Units applicable to the remainder of the then-current term.
4. Term. The Agreement will commence on the Effective Date and, unless specified otherwise as part of the Sign Up Process, will continue for an initial term of 12 months from the Effective Date ("Initial Term") and for any renewal term(s) following the Initial Term (if any). Google will provide an online process through which Customer may indicate if it wishes the Agreement to be automatically renewed (this will be the default choice). If Customer does so indicate, then the Agreement will (subject to payment of the applicable renewal fees) be renewed automatically at the end of the Initial Term (and each renewal term) for a consecutive renewal term of twelve (12) months, unless Google notifies Customer in writing at least fifteen (15) days prior to the end of the applicable term that Google does not wish to renew the Agreement. Where Customer does not wish to renew the Agreement at the end of the Initial Term (or applicable renewal term) Customer must elect not to renew the Agreement through the online process at least one day before the end of the Initial Term (or applicable renewal term), in which case the Agreement will expire at the end of the Initial Term (or applicable renewal term).
5. Termination.
   1. Either party may suspend or terminate the Agreement, with immediate effect, if the other party is in material breach of the Agreement where the breach is:
      1. incapable of remedy; or
      2. capable of remedy and the party in breach fails to remedy that breach within thirty days after receiving written notice of such breach.
   2. Either party may suspend performance and/or terminate the Agreement with immediate effect, if:
      1. the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or
      2. any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
6. Use of the Services.
   1. Customer is and will remain solely responsible for complying with all laws, rules and regulations applicable to the management and administration of its electronic messaging system. Google's responsibilities and liability do not extend to the internal management or administration of Customer's electronic messaging system or messages. Google's role in providing the Services to Customer is that of a data processor..
   2. Google will process Customer Messages only for the purposes of providing the Services to Customer and only in accordance with Customer's instructions. Google will take appropriate technical and organisational measures to avoid unauthorised or unlawful processing of Customer Messages and against loss or destruction of, or damage to, Customer Messages.
      
   3. Customer will not resell the Services or create or offer derivative versions of the Services either directly or through a third party.
      
   4. Customer will use the Services with normal business messaging traffic only, and will not use the Services for any other purpose, including use of any Google message encryption services (if applicable) with machine generated message encryption and delivery. For each user for which Customer will be routing email and/or archiving email, if any, through the Google system, Customer will establish an email account in accordance with the mechanism provided by Google for doing this.
      
   5. Customer agrees to comply with, and ensure its end users to comply with, the terms and conditions of the Google Acceptable Use Policy ("AUP") available at: http://www.google.com/a/help/intl/en/admins/use_policy.html and as may be amended by Google from time to time.
      
   6. Customer agrees to comply with all applicable export and re-export control laws and regulations, which the parties agree will include: (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
      
   7. Any failure of Customer to comply with the obligations set out in this Section 6 or Section 23.2 will be a material breach of the Agreement.
7. Warranty and Disclaimer.
   1. Each party warrants that it will use reasonable care and skill in complying with its obligations under the Agreement.
   2. No conditions, warranties or other terms apply to the Services or to any other services supplied by Google under the Agreement unless expressly set out in these Terms. Subject to Section 11.1.2, no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
8. Ownership. The Services and all Intellectual Property Rights relating to the Services are and will remain the exclusive property of Google, its licensors and/or its Group Companies.
9. Confidentiality.
   1. Definition. "Confidential Information" means information disclosed by (or on behalf of) one party to the other party under the Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. 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's Confidential Information will include Customer's electronic messages that are subject to the Services ("Customer Messages").
   2. Confidentiality Obligations. The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. Customer will ensure that those people and entities use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser.
10. Indemnity.
    1. Definition. "Intellectual Property Rights" means all copyright, moral rights, patent rights, trade marks, design right, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
    2. Indemnity. Google will indemnify Customer against any losses, costs and damages arising from a claim by a third party against Customer that the Services, or any part of them, infringe any Intellectual Property Rights of such third party. Customer will indemnify Google against any losses, costs and damages arising from a claim by a third party against Google based upon or otherwise arising out of the contents of the Customer Messages (or any of them).
    3. Each party's obligations under Section 10.2 are subject to the party seeking indemnification ("Indemnified Party"):
       1. promptly notifying the other party ("Indemnifying Party");
          
       2. providing the Indemnifying Party with reasonable information, assistance and cooperation in responding to and, where applicable, defending such claim; and
          
       3. giving the Indemnifying Party full control and sole authority over the defence and settlement of such claim. The Indemnified Party may appoint its own supervising counsel of its choice at its own expense.
    4. Google may (at its sole discretion and expense) obtain the right to continue providing the Services to Customer if they are alleged, or believed by Google, to infringe any third party's Intellectual Property Rights, or modify such Services to make them non-infringing but functionally equivalent.
11. Limitation of Liability.
    1. Nothing in these Terms will exclude or limit either party's liability for:
       1. death or personal injury resulting from the negligence of either party or their servants, agents or employees;
       2. fraud or fraudulent misrepresentation;
          
       3. misuse of confidential information.
    2. Save to the extent that these Terms expressly state otherwise, nothing in these Terms will exclude or limit either party's liability under Section 10(Indemnity).
       
    3. Subject to Sections 11.1 and 11.2, neither party will be liable under the Agreement (whether in contract, tort or otherwise) for any special, indirect or consequential losses (whether or not such losses were within the contemplation of the parties at the Effective Date) suffered or incurred by the other party.
       
    4. Subject to Sections 11.1, 11.2, and 11.3 each party's maximum aggregate liability under the Agreement (whether in contract, tort or otherwise) in the Initial Term or in any renewal term will not exceed: (a) 125% of the fees paid or payable by Customer to Google for Services to be provided during that Initial Term or renewal term; or (b) £25,000, whichever is the greater.
12. Assignment and Subcontracting.
    1. Definition. "Group Company" means in relation to each of the parties: (a) any parent company of that party; and (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same person or group of persons as that party;
       
    2. Neither party may assign any of its rights or obligations under the Agreement without the prior written consent of the other, except for an assignment to any Group Company where the assignee has agreed in writing to be bound by the terms of the Agreement and the assignor has notified the other party of such assignment. Either party may sub-contract its obligations under the Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains fully liable for all such sub-contracted obligations and accepts full liability as between the parties for the actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.
13. Governing Law. The Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning the Agreement save that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights. If these Terms are translated into any other language, if there is conflict the English text will take precedence.
14. Severability. The invalidity, illegality or unenforceability of any term (or part of a term) of these Terms will not affect the continuation in force of the remainder of the term (if any) and the Agreement.
15. Waiver. Failure or delay in exercising any right or remedy under these Terms will not constitute a waiver of such (or any other) right or remedy.
    
16. Force Majeure. Neither party will be liable for failure to perform or delay in performing any obligation under these Terms if the failure or delay is caused by any circumstances beyond its reasonable control.
    
17. Notices. All notices of termination or breach must be in English, in writing, addressed to the other party's Legal Department and sent to Customer's postal address, fax number or email address as given during the Sign Up Process or to legal-notices@google.com (as applicable) or such other address as either party has notified the other in accordance with this Section. All notices will be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable).
    
18. Publicity. Neither party will issue any press release regarding the Agreement without the other's prior written approval.
    
19. No Third-Party Beneficiaries. Except as expressly stated otherwise, nothing in these Terms will create or confer any rights or other benefits in favour of any person other than the parties to the Agreement.
    
20. No Agency. Except as expressly stated otherwise, nothing in these Terms will create an agency, partnership or joint venture of any kind between the parties.
    
21. Archived Messages. If the Services contain archiving functionality, Customer Messages will be retained for up to the period specified by Google either before or during the Sign Up Process, provided that Customer renews the applicable Services with Google for each year of such retention period. The retention period (if applicable) will apply to all data archived under the Services. Failure to renew the applicable Services during the retention period will terminate Google's obligation to retain any of Customer's data or indexes. Following such an event, Google will, at Customer's election, (i) delete Customer's data (at no charge), (ii) provide an offline copy via hard disk media (at Google's then-current rates for such) or (iii) extend the period for Customer to access such data (at Google's then-current rates for such).
    
22. Entire Agreement. Subject to Section 11.1.2, the Agreement sets out all terms agreed between the parties in relation to its subject matter and supersedes all previous agreements between the parties relating to the same. In entering into the Agreement neither party has relied on any statement, representation or warranty not expressly set out in this Agreement.
23. ISP Google Message Filtering. If Customer is an Internet service provider and the Services being ordered by Customer are message filtering services (as specified either during or before the Sign Up Process), then notwithstanding Section 6.3:
    1. Customer may provide such Services to, and acquire compensation from, its individual consumer customers and those entities for which it hosts and manages email services on its systems or those of Google, provided that Customer remains fully liable for all acts or omissions of such individual consumer customers and entities which cause Customer to be in breach of its obligations under the Agreement or which would, if they were acts or omissions of Customer be a breach of its obligations under the Agreement; and
       
    2. Customer will not, and will ensure that its directors, officers, employees and agents have not and will not offer, pay, promise or authorise the payment, directly or through any other person or entity, of anything of value for the purpose of inducing or rewarding any favourable action or influencing any act or decision in connection with Google's business to a candidate for public office or to an official or employee of a government, government-controlled entity, public international organisation or political party.