Google Subdomain License Agreement

This Google Subdomain License Agreement ("Agreement") is entered into by and between Google Inc., a Delaware corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 ("Google") and you, as the individual or the entity agreeing to these terms ("Customer"). This Agreement is effective as of the date Customer clicks the "I Accept" button or a similar button, or indicates assent by using the Google Provided Domains (the "Effective Date"). If Customer does not agree to these terms and conditions, Customer should click the "Cancel" button. However, if Customer uses the Google Provided Domains, such use will constitute Customer’s acceptance of the terms of this Agreement.

In accepting the terms of this Agreement, you represent and warrant that: ((i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind Customer, please do not click the "I Accept" button below. This Agreement governs Customer's access to and use of the Google Provided Domains. Terms used in the singular will include the plural as the context requires.

1. Definition

  • "Admin Console" means the online tool provided by Google to Customer for use in configuring and administering the Google Services.
  • "Brand Features" means 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.
  • "CdM Service" means the Chrome device management services as described at the following URL: https://enterprise.google.com/chrome/chrome-device-management/ or such other URL as Google may provide from time to time and which is governed by the Chrome Device Management ToS.
  • "Chrome Device Management ToS" means the terms made available at the following URL: https://www.google.com/chrome/terms/chrome-device-management/index.html or such other URL as Google may provide from time to time.
  • "Domain Administrator(s)" means the individual(s) designated by Customer to use the Admin Console to manage and administer the Google Provided Domain(s) and Google Services.
  • "End User" means individuals Customer permits to use the Google Provided Domains or Google Services.
  • "Google Provided Domain(s)" means the subdomain(s) created by Google, using a Google owned domain, and provisioned to Customer for Customer’s use with the Google Services.
  • "Google Services" means the CdM Service and, if applicable, additional Google services Google may make available to Customer from time to time (some services may require Customer to purchase a license before Customer may access such services). Additional Google services may require Customer to accept additional terms of service before Customer can use such Google services.
  • "Grace Period" means the period commencing on the day after the Agreement termination date and continuing for 30 days thereafter or as communicated by Google.
  • "High Risk Activities" means uses such as the operation of 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, 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.
  • "Privacy Policy" means Google’s privacy policy available at the following URL: http://www.google.com/policies/privacy/, or such other URL as Google may provide.
  • "Term" means the term as set out in Section 12.1 (Term).
  • "Territory" means the United States, Canada, United Kingdom, New Zealand, and Australia or such other countries as Google may provide from time to time.

2. Google Provided Domains.

  • 2.1 Enabling Google Provided Domains. Upon Google’s receipt and acceptance of a valid and complete request from Customer, Google will (i) make available to Customer the Google Provided Domains and (ii) configure Customer’s account to enable Customer and End Users to use the Google Provided Domains with Google Services via the Admin Console. For clarity, in making the Google Provided Domains available to Customer, Google will take into consideration the availability of the subdomain name requested by Customer and Google reserves the right to determine whether to incorporate such subdomain name as part of the Google Provided Domains. Customer will use the Google Provided Domains in accordance with the terms of this Agreement.
  • 2.2 License. Subject to Section 2.1 (Enabling Google Provided Domains), Google grants to Customer and Customer agrees to comply with a non- sublicensable, non-transferable, non-exclusive, limited license to use the Google Provided Domains during the Term and in the Territory.
  • 2.3 Modification to Google Provided Domains. At any time during the Term, Google may, at its discretion, change the Google Provided Domains. For example purposes only, Google may initially provide Customer with the following Google Provided Domains: example1.deviceadmin.goog, but later replace such Google Provided Domains with a new Google Provided Domains as follows: example2.deviceadmin.goog. In such event, Google will use commercially reasonable efforts to provide Customer with advance notice of such change. In providing such advance notice, Google will use either (i) the contact information Customer provided in its request for the Google Provided Domains or (ii) Customer’s contact information in the Admin Console.
  • 2.4 Customer Administration of the Google Provided Domains. Customer may specify one or more Domain Administrator(s) through the Admin Console who will have the rights to access administrator account(s) to administer the use of Google Provided Domain(s) with the Google Services. Customer is responsible for: (a) maintaining the confidentiality of the password and admin account(s); (b) designating those individuals who are authorized to access the admin account(s); (c) ensuring that all activities that occur in connection with the admin account(s) comply with the Agreement; and (d) promptly notifying Google of any unauthorized use of, or access to, the Admin Console of which it becomes aware. For the avoidance of doubt, Customer remains responsible for the foregoing obligations if Customer designates a third party as a Domain Administrator.

3. Restrictions.

  • 3.1 General Restrictions. Subject to Section 3.2 (Third Party Components), Customer will not, and will not allow others to do any of the following unless required by law, or unless Google consents in writing: (a) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the Google Provided Domains, or any component thereof; (b) copy or make derivative works of the Google Provided Domains, attempt to extract the source code of the Google Provided Domains, or otherwise attempt to reduce the Google Provided Domains to human perceivable form; (c) use the Google Provided Domains for High Risk Activities; (d) transfer, sublicense, distribute, sell, lease or use for timesharing or service bureau purposes the Google Provided Domains or any component of the Google Provided Domains; (e) remove or alter any Brand Features or other proprietary notices on or in the Google Provided Domains; (f) violate, or encourage the violation of, the legal rights of others; or (g) use the Services for any unlawful, invasive, infringing, defamatory, or fraudulent purposes.
  • 3.2 Third Party Components. To the extent the Google Provided Domains 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 the Google Provided Domains includes components governed by open source licenses requiring the provision of corresponding source code for those components, Google hereby provides that source code consistent with those licenses.

4. Ownership. Intellectual Property Rights in and to the content accessed through the Google Provided Domains or Google Services are the property of the applicable content owner and may be protected by applicable laws. As between the parties, Google (and/or its licensors or suppliers) owns all Intellectual Property Rights in the Google Provided Domains and Google Services. Except as provided elsewhere in this Agreement, no license, right or interest in any trademark, trade name or service mark of either party or its licensors, is granted under this Agreement. For clarity, Google retains all Intellectual Property Rights in and to the root domain used to create the Google Provided Domain(s).

5. Privacy Policy. The Google Provided Domains is subject to Google’s Privacy Policy. Changes to the Privacy Policy will be made as stated therein. In addition, Chrome products are subject to the Google Chrome Privacy Notice. Changes to the Google Chrome Privacy Notice will be made as stated therein.

6. Feedback. If Customer discloses or provides any comments, materials, information (including Confidential Information) or suggestions related to the Google Provided Domains or, if applicable, Google Services (“Feedback”), Customer hereby grants and will grant to Google and its affiliates a perpetual, irrevocable, worldwide, sub-licensable, non-exclusive, fully-paid, royalty free license, under all of the Customer’s Intellectual Property Rights in such Feedback: (i) to reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use such Feedback without reference to Customer; and (ii) to make, use, offer for sale, sell, and import the Feedback and any product embodying such Feedback

7. Technical Support. Google will have no obligation to provide any technical support services under this Agreement.

8. Confidentiality

  • 8.1 Definition. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
  • 8.2 The recipient will not disclose the other party’s Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.

9. Publicity. Neither party may make any public statement regarding this Agreement without the other’s written approval.

10. WARRANTY. THE GOOGLE PROVIDED DOMAINS, INCLUDING ANY APPLICABLE GOOGLE SERVICES ARE PROVIDED TO CUSTOMER “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR ITS LICENSORS) MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE DOES NOT WARRANT THAT THE OPERATION OR USE OF THE GOOGLE PROVIDED DOMAINS OR, IF APPLICABLE, GOOGLE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THE GOOGLE PROVIDED DOMAINS OR, IF APPLICABLE, GOOGLE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. GOOGLE IS NOT RESPONSIBLE FOR CUSTOMER HARDWARE, THIRD PARTY COMPONENTS, ANY THIRD PARTY PRODUCTS (INCLUDING WIRELESS INTERNET CONNECTIVITY), OR WEBSITES WHICH CUSTOMER MAY ACCESS VIA THE GOOGLE PROVIDED DOMAINS OR, IF APPLICABLE, GOOGLE SERVICES.

11. LIMITATION OF LIABILITY.

  • 11.1 Liability. IN SECTION 11, “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE
  • 11.2 Limitations. SUBJECT TO SECTION 11.3 (EXCEPTIONS TO LIMITATIONS):
    • A. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR:
      • (i) LOST PROFITS (WHETHER DIRECT OR INDIRECT);
      • (ii) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR
      • (iii) EXEMPLARY OR PUNITIVE DAMAGES; AND
    • B. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO USD$15,000.00.
  • 11.3 Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR:
    • (I) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS;
    • (II) FRAUD OR FRAUDULENT MISREPRESENTATION;
    • (III) BREACH OF SECTION 10 (CONFIDENTIALITY); AND
    • (IV) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Term and Termination.

  • 12.1 Term. The term of this Agreement will commence on the Effective Date and continue until (i) such date Customer no longer as any valid licenses for the Google Services, as determined by Google’s records or (ii) terminated by either party in accordance with Section 12.2 (Termination) or Section 12.3 (Termination for Breach), whichever occurs earlier.
  • 12.2 Termination. Either party can terminate this Agreement at any time, with or without cause, by providing the other party with 30-days advance written notice (email notification acceptable).
  • 12.3 Termination for Breach. Google may terminate the Agreement effective immediately, without notice to Customer, if Customer breaches any terms of this Agreement or if there is a reasonable cause to do so.
  • 12.4 Effect of Termination. Upon termination of this Agreement, Customer will immediately cease use of the Google Provided Domains and Google Service (if applicable) as of the termination date. Notwithstanding anything in this Section 12.4 (Effect of Termination) to the contrary, if Google has communicated to Customer that Customer may continue to use the Google Provided Domains during the Grace Period, then Customer will immediately cease use of the Google Provided Domains at the end of the Grace Period. For clarity, the Google Provided Domain will revert back to Google as of the termination date or the end of the Grace Period, as applicable.
  • 12.5 Survival. In the event of expiration or termination of this Agreement, the following Sections will survive: 1, 4, 6, 8, 10, 11, 12.4, 12.5, and 13.

13. General.

  • 13.1 Notices. All notices of termination or breach must be in English, in writing and addressed to the other party’s Legal Department. The address for notices to Google’s Legal Department is legal-notices@google.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).
  • 13.2 Compliance with laws. Customer will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
  • 13.3 Assignment. Neither party may assign any part of this Agreement 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 this 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.
  • 13.4 Change of Control. During the term of this Agreement, if a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give 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 that written notice.
  • 13.5 Subcontracting. Either party may subcontract any of its obligations under this Agreement, but will remain liable for all subcontracted obligations and its subcontractors’ acts or omissions.
  • 13.6 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
  • 13.7 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.
  • 13.8 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
  • 13.9 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
  • 13.10 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
  • 13.11 Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
  • 13.12 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.
  • 13.13 Conflicting Terms. If there is a conflict between any term of this Agreement and the terms of service for the Google Services, the terms of this Agreement will control with respect to the subject matter herein.
  • 13.14 Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.
  • 13.15 Governing Law.
    • A. For City, County, and State Government Entities. If Customer is a city, county or state government entity, then the parties agree to remain silent regarding governing law and venue.
    • B. For Federal Government Entities. If Customer is a federal government entity then the following applies: This Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law: (i) the laws of the State of California (excluding California’s choice of law rules) will apply in the absence of applicable federal law; and (ii) 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.
    • C. For All Other Entities. If Customer is any entity not specified in Section 13.15 (“Governing Law”) (A) or (B) then the following applies: 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.
  • 13.16 Entire Agreement. This Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.