Chrome Devices for Meetings Enterprise Agreement

This Chrome Devices for Meetings Enterprise Agreement (the "Agreement") is entered into by and between Google Inc., a Delaware corporation, with offices at 1600 Amphitheatre Parkway Mountain View, California 94043 ("Google") and the entity agreeing to these terms ("Customer"). This Agreement is effective as of the date Customer clicks the "I Accept" button below (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, 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 and the Purchase Agreement govern Customer's access to and use of the Services.

1. Services.

1.1. License. Upon Google's receipt and acceptance of an Order Form, and subject to the terms of this Agreement and Customer's compliance with the Purchase Agreement, Google will grant Customer a non-sublicensable, non-transferable, non-exclusive, limited license to use the Chrome Devices for Meetings Services (including any Updates) on Customer's Hardware.

1.2. Ordering and Enabling the Services. On or after Google's receipt and acceptance of the initial Order Form, Google will ensure that Customer's account is configured to enable Customer to use the Chrome Devices for Meetings Services via the Admin Console. After submission and acceptance of the initial Order Form, additional subsequent Order Forms may be submitted under this Agreement.

1.3. Modification and Updates to the Services. Customer acknowledges and agrees that from time to time Google may make commercially reasonable changes to the Chrome Devices for Meetings Services, including by means of Updates downloaded and installed via the Chrome Devices for Meetings Services. Customer agrees to permit Google to deliver Updates. If Google makes a material change to the Chrome Devices for Meetings Services, Google will inform Customer via such method as Google may elect, provided that Customer has subscribed with Google to be informed about such changes. The use of any new applications, functions or functionality for the Chrome Devices for Meetings Services made available by Google may be contingent upon Customer's agreement to additional terms.

1.4. Service Level Agreement. Subject to Customer's compliance with the Purchase Agreement, Google will provide the Chrome Devices for Meetings Services in accordance with the SLA. Google may make commercially reasonable changes to the SLA from time to time. If Google makes a material change to the SLA, Google will inform Customer.

1.5. Privacy Policy. The Chrome Devices for Meetings Services as used with Customer's Hardware are subject to Google's Privacy Policy. Changes to the Privacy Policy will be made as stated in the policy.

1.6. Supported Chrome OS Hardware. Subject to Clauses 1.7, 1.8 and 1.9 and Customer's compliance with the TSS Guidelines, the Chrome Devices for Meetings Services will function with Customer's Hardware and Google will provide TSS for the use of the Chrome Devices for Meetings Services with Customer's Hardware, for so long as such hardware remains supported in accordance with the Supported Chrome OS Hardware End Of Life Policy.

1.7. No Hardware Supplied under this Agreement. For clarity, this Agreement does not cover the purchase, replacement, updating or support of any hardware, and Google is under no obligation to provide Customer with hardware, hardware replacements, hardware updates, or hardware support under this Agreement. However, Supported Chrome OS Hardware may require updates (in the form of bug fixes, enhanced functions, new software modules and/or completely new versions) in order to continue operating with the Chrome Devices for Meetings Services. Because Google does not provide such updates under this Agreement, it is Customer's responsibility to ensure that its Customer's Hardware is updated properly in accordance with the terms of use of the applicable Supported Chrome OS Hardware and the TSS Guidelines. If Customer's Hardware is not updated, it may cease to qualify as Supported Chrome OS Hardware as described in the TSS Guidelines and may cease to function with the Chrome Devices for Meetings Services.

1.8. Termination of Support for Chrome OS Hardware. Over time, hardware that was initially Supported Chrome OS Hardware may cease to be supported in accordance with the Supported Chrome OS Hardware End of Life Policy, at which point the Chrome Devices for Meetings Services may cease to function with, and Google may cease to provide TSS for the use of the Chrome Devices for Meetings Services with, that Supported Chrome OS Hardware.

1.9. Exclusion for Certain Versions of Hardware. Some functionality included in the Chrome Devices for Meetings Services will only function with specific versions of Supported Chrome OS Hardware.

1.10. Reservation of Rights. Except as expressly specified herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. Intellectual Property Rights in and to the content accessed through the 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 Services.

2. Customer Obligations.

2.1. Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) to administer the Chrome Devices for Meetings 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 Customer becomes aware. For the avoidance of doubt, Customer remains responsible for the foregoing obligations if Customer designates a third party (including but not limited to Reseller) as an Administrator.

2.2. End User Consent. Customer's Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the Chrome Devices for Meetings Services and data about the location of Customer's Hardware. Customer will obtain and maintain all required consents from End Users to allow: (a) such access, monitoring, use and disclosure; and (b) Google to provide the Services.

2.3. Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) if the relevant information is solely held by Google and reasonably accessible by Google, provide Customer with the information required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Google only if it cannot reasonably obtain such information.

2.4. Childrens Online Privacy Protection Act of 1998. Where applicable, Customer agrees that it is solely responsible for compliance with all laws and regulations that apply to Customer's provision of the Services, Software and Supported Chrome OS Hardware to Customer's End Users, such as the U.S. Family Educational Rights and Privacy Act of 1974 (FERPA), Children's Internet Protection Act (CIPA), and the Children's Online Privacy Protection Act of 1998 (COPPA), including but not limited to, obtaining parental consent concerning collection or dissemination of personal information (including that of students) used in connection with the provisioning and use of the Services, Software, or Supported Chrome OS Hardware by the Customer or Customer's End Users.

2.5. Payment. Unless otherwise specified in the Purchase Agreement, Customer will pay Reseller for the Services. As a result, all payment terms are to be decided upon between Customer and Reseller.

3. Restrictions.

3.1. Generally. Subject to Clause 3.2, Customer will not, and will not allow others to do any of the following unless Google consents in writing: (a) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the Services, or any component thereof, except as permitted by law; (b) copy or make derivative works of the Services, attempt to extract the source code of the Services, or otherwise attempt to reduce the Services to human perceivable form; (c) use the Services for High Risk Activities; (d) transfer, sublicense, distribute, sell or lease the Services or any component thereof or use the Services or any component thereof for timesharing or service bureau purposes; or (e) remove or alter any Brand Features or other proprietary notices on or in the Services.

3.2. Third Party Components. To the extent the Services include 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 Services include 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. Google hereby provides the Third Party Component Notice.

4. Brand Features.

4.1. Display of Brand Features. Google may display those Customer Brand Features authorized by Customer within designated areas of the Services (such authorization is provided by Customer uploading its Brand Features into the Services). Customer may specify the nature of this use using the Admin Console. Neither party may otherwise display or use the other party's Brand Features without the other party's prior written consent.

4.2. Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

5. Technical Support Services.

5.1. By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Chrome Devices for Meetings Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Google.

5.2. By Google. If Customer cannot resolve a support issue as described above, Customer may escalate the issue to Google in accordance with the TSS Guidelines. Subject to Clauses 1.6 (Supported Chrome OS Hardware) and 1.8 (Termination of Support for Chrome OS Hardware) above and Customer's compliance with the Purchase Agreement, Google will provide TSS to Customer in accordance with the TSS Guidelines.

5.3. Changes to TSS Guidelines. Google may make commercially reasonable changes to the TSS Guidelines from time to time. If Google makes a material change to the TSS Guidelines, Google will inform Customer via such method as Google may elect provided that Customer has subscribed with Google to be informed about such changes.

6. Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY OR THEIR LICENSORS MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE DOES NOT WARRANT AND MAKES NO REPRESENTATIONS (I) THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, (II) ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES.

7. Term and Termination.

7.1 Term. Subject always to earlier termination in accordance with its terms, this Agreement will commence on the Service Commencement Date and continue for the period of time specified in the SKU listed on the initial Order Form accepted by Google and, thereafter, will automatically renew for the period of time specified in each successive Order Form accepted by Google (such initial period and each such renewal period being a "License Term"). Any additional seats purchased during a License Term will have a pro-rated term beginning on the date of the Order Form accepted in relation to such seats, and ending when the License Term expires. A License Term may be extended in accordance with the terms in the SLA.

7.2 Termination.

7.2.1 Termination for Breach. Either party may, by written notice to the other party, suspend performance and/or terminate this Agreement if: (a) the other party is in material breach of this Agreement where the breach is incapable of remedy; (b) the other party is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within 30 days after receipt of written notice; or (c) the other party has been notified that it is in material breach of this Agreement on at least two previous occasions notwithstanding the remedy of any such breaches.

7.2.2 Termination for Insolvency. Either party may, by written notice to the other party, suspend performance and/or terminate this Agreement if: (a) 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 (b) 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.

7.2.3 Effects of Termination. Termination or suspension is effective immediately unless otherwise specified in the termination or suspension notice. Termination of the Agreement also terminates all previously-accepted Order Forms then in effect. Upon expiration or termination of this Agreement, the rights granted by one party to the other will cease immediately (except as specified in this Clause 7.2).

7.2.4 Survival. The following clauses will survive expiration or termination of this Agreement: 1.10, 6, 7.2.3, 7.2.4, 8, 9, 10, and 12.

8. Confidentiality. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents 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. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.

9. Indemnification.

9.1 By Google. Subject to Clause 9.2, Google will indemnify, defend, and hold harmless Customer from and against all proven damages, liabilities and costs (including settlement costs incurred with Google's consent and reasonable legal fees) arising out of a third party claim that the Services infringe or misappropriate any copyright, trade secret or trademark of that third party.

9.2 Exceptions. The obligations specified in Clause 9.1 do not apply if the third party claim is caused by, or results from: (a) Customer's combination or use of the Services with Third Party Products, if the claim would have been avoided by the non-combined or independent use of the Services; (b) modification of the Services by anyone other than Google if the third party claim would have been avoided by use of the unmodified Services; (c) Customer's continuing the allegedly infringing activity after being notified thereof or after being provided with modifications that would have avoided the alleged infringement; (d) Customer's use of the Services in a manner not in accordance with this Agreement or the Documentation; or (e) Customer's use of other than Google's most current release of the Services if the third party claim would have been avoided by use of the most current release or revision.

9.3 By Customer. Customer will indemnify, defend, and hold harmless Google from and against all proven damages, liabilities and costs (including settlement costs incurred with Customer's consent and reasonable legal fees) arising out of: (a) a third party claim made against Google for infringement or misappropriation based on conduct by Customer as described in Clause 9.2; or (b) Customer's breach of Clause 13.5 (Export Compliance).

9.4 Possible Infringement.

9.4.1 Repair, Replace, or Modify. Subject to Clause 9.4.2, if Google reasonably believes the Services infringe a third party's Intellectual Property Rights, then Google will: (a) obtain the right for Customer, at Google's expense, to continue to use the Services; (b) provide a non-infringing replacement with substantially the same functionality; or (c) modify the Services so that they no longer infringe.

9.4.2 Suspension or Termination. If Google does not believe the foregoing options are commercially reasonable, then Google may suspend or terminate Customer's use of the impacted portion of the Services. If Google terminates the impacted portion of the Services as a result of a third party Intellectual Property Right Infringement claim, Google will refund to Reseller (or to Customer if Customer has a direct Purchase Agreement with Google) the fees paid by to Google in respect of the relevant portion of the Services for the period following termination of such portion of the Services. Customer's eligibility to receive a refund in respect of such portion of the Services for such period will be governed by the terms of the Purchase Agreement.

9.4.3 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

10. Limitation of Liability.

10.1 Limitation on Indirect Liability. NEITHER PARTY NOR ITS LICENSORS WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

10.2 Limitation on Amount of Liability. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CAUSES OF ACTION ARISING IN ANY CONTRACT YEAR SHALL BE LIMITED TO 125% OF THE TOTAL AMOUNT PAID AND PAYABLE TO GOOGLE HEREUNDER DURING THE RELEVANT CONTRACT YEAR IN RESPECT OF CUSTOMER'S USE OF THE SERVICES.

10.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations under Clause 8, indemnification obligations under Clauses 9.1 and 9.3, and violations of a party's Intellectual Property Rights by the other party.

11. Publicity. Customer agrees that Google may include Customer's name and Brand Features in a list of Google customers. Customer also agrees that Google may verbally reference Customer as a customer of the Google products or services that are the subject of this Agreement.

12. Additional Terms Related to "Call Phones" Functionality.

12.1 General. Customer's use of the "Call Phones" feature through the Chrome Devices for Meetings Services (the "Call Phones Feature") is governed by the terms and conditions set forth in this Clause 12. By accepting the terms of this Agreement, Customer also accepts and agrees to be bound by the Call Phones Acceptable Use Policy.

12.2 Caller ID. Google may allow Customer to associate a "Call Phones" number with the account used for Customer's Hardware. If Customer has a "Call Phones" number associated with the account used for Customer's Hardware, it will appear as the Customer's caller ID when a call is placed using such Customer's Hardware. If Customer has not set up a "Call Phones" number, a generic number or the word "unknown" will appear to the person to whom the call is placed.

12.3 Emergency Calls. Customer understands and agrees that the Call Phones Feature provides outbound calling functionality to telephone numbers from Chrome Devices for Meetings, and is not capable of placing or receiving emergency services calls. Customer understands and agrees that Customer is solely responsible for notifying End Users of the foregoing limitations with respect to emergency services calls.

12.4 Google's Proprietary Rights. Google has the right not to provide calling or connections in its sole discretion, including but not limited to connections to geographic locations, special services numbers, satellite telephony services, and other call forwarding services.

12.5 Bill Payment. Customer may be required to pay fees in connection with the Call Phones Feature, depending on the level of Call Phones Feature selected by Customer. There may be additional fees if Customer requests a change in the Call Phones Feature. Depending upon the level of Call Phones Feature selected by Customer, there may be charges for calls to or from certain locations, including without limitation payphones and areas within extended calling zones. There may also be applicable charges for any special or enhanced services Customer uses.

12.6 Miscellaneous

12.6.1 Calls placed to and received from phone numbers in the United States and other countries are routed through and provided by various regulated and licensed partners.

13. Miscellaneous.

13.1 Notices. All notices of termination or breach must be in writing and addressed to the other party's Legal Department. The address for notices being sent 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 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 the 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.

13.3 Change of Control. 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.

13.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

13.5 Export Compliance. Customer will comply with, and will obtain all prior authorization from the competent government authorities required by, the Export Control Laws.

13.6 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.

13.7 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

13.8 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

13.9 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.

13.10 Governing Law.

13.10.1 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.

13.10.2 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.

13.10.3 For All Other Entities. If Customer is any entity not specified in Clause 13.10.1 or 13.10.2 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.

13.11 Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

13.12 Conflicting Terms. If there is a conflict between any terms of this Agreement and the terms of an Order Form or, if Customer has a direct Purchase Agreement with Google, such Purchase Agreement, the terms of the Order Form will govern, then the terms of the direct Purchase Agreement between Customer and Google, then the terms of this Agreement, in that order.

13.13 Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.

13.14 Entire Agreement. This Agreement, all Order Forms accepted by Google, and all documents referenced herein or therein set out all terms agreed between the parties relating to their subject matter, and cancel and replace all prior and contemporaneous representations, discussions, negotiations and agreements between the parties, whether written or oral, relating to such 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 set out in this Agreement.

14. Definitions.

"Admin Account" means the account provided to Customer for the purpose of administering the Chrome Devices for Meetings Services.

"Admin Console" means the online tool provided by Google to Customer for use in configuring and administering the Chrome Devices for Meetings Services.

"Administrators" mean the Customer-designated technical personnel who administer the Chrome Devices for Meetings Services to End Users on Customer's behalf.

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively.

"Call Phones Acceptable Use Policy" means the policy available at https://www.google.com/chrome/terms/chrome-devices-for-meetings/call-phones-user-policy/index.html, or such other URL as Google may provide, as such policy may be updated from time to time.

"Chrome Devices for Meetings Services" means the Chrome Devices for Meetings services provided by Google to Customer pursuant to the Purchase Agreement (and as further described in the Documentation).

"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 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.

"Contract Year" means a period of one year starting on the Effective Date or the relevant anniversary of the Effective Date (as appropriate).

"Control" means control of greater than fifty percent of the voting rights or equity interests of a party.

"Customer's Hardware" means that Supported Chrome OS Hardware for which Customer has enrolled to use the Chrome Devices for Meetings Services pursuant to an Order Form accepted by Google.

"Documentation" means the description of the Chrome Devices for Meetings Services available at https://support.google.com/chromedevicesformeetings, or such other URL as Google may provide, as such description may be updated from time to time.

"End Users" means the individuals Customer permits to use the Services.

"Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

"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.

"Notification Email Address" means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.

"Order Form" means the written or online order form for the Services that is submitted to Google by (or on behalf of) Customer and that describes (amongst other things): the Services SKU ordered; fees invoiced by Google for the Services; and quantity. Each Order Form is subject to the terms of this Agreement.

"Privacy Policy" means Google's privacy policy available at https://www.google.com/policies/privacy/, or such other URL as Google may provide, as such policy may be updated from time to time.

"Purchase Agreement" means the separate agreement under which Customer purchases the Services from a Reseller (or, in limited circumstances, directly from Google). For clarity, Google is not bound by or responsible for the terms of any Purchase Agreement (unless and solely to the extent that Google and Customer have entered into a direct Purchase Agreement), and any obligations as between Reseller and Customer with respect to the provision of the Services to Customer or Reseller's access (if any) to the Admin Account will be solely as agreed between Customer and Reseller in the Purchase Agreement and are outside the scope of this Agreement.

"Reseller" means a designee within Google's applicable distribution or reseller channel authorized to make the Services available to Customer.

"Service Commencement Date" means, after Google's acceptance of the initial Order Form, the date Google makes the Services available to Customer.

"Services" means the TSS and the Chrome Devices for Meetings Services.

"SLA" means the Service Level Agreement located at https://www.google.com/chrome/terms/chrome-devices-for-meetings-sla.html, or such other URL as Google may provide, as such agreement may be updated from time to time.

"Software" means the Chrome OS software and Google+ Hangouts app, as installed on Supported Chrome OS Hardware.

"Supported Chrome OS Hardware" has the meaning given in the TSS Guidelines.

"Supported Chrome OS Hardware End Of Life Policy" means Google's device end of life policy available at https://www.google.com/intl/en/chrome/devices/eol.html, or such other URL as Google may provide, as such policy may be updated from time to time.

"Term" means all License Terms, collectively.

Third Party Component Notice" means the notice under the “Google Chrome OS Additional Terms” section of the Google Chrome OS Terms which is available at https://www.google.com/chromebook/termsofservice.html, or such other URL as Google may provide, as such notice may be updated from time to time.

"Third Party Products" means any non-Google branded products, software, or services.

"Third Party Request" means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

"TSS" means the technical support services provided by Google for the Software installed on Customer's Hardware in accordance with the TSS Guidelines.

"TSS Guidelines" means the guidelines then in effect for the TSS. TSS Guidelines are available at https://support.google.com/enterprise/doc/gsa/terms/chrome_os_for_business_tssg.html, or other such URL as Google may provide, as such guidelines may be updated from time to time.

"Updates" means updates provided by Google that: (i) are designed to improve, enhance and further develop the Chrome Devices for Meetings Services; and (ii) may take the form of bug fixes, enhanced functions, new software modules and/or completely new versions.