Chrome OS management service

Chrome OS Reseller Agreement - Customer Minimum Terms

Nov2012

1. Customer Minimum Terms

Customer’s use of the Solution is subject to the following terms (“Minimum Terms”): 1. Licence.

Licence. Subject to these Minimum Terms, and in consideration of Customer’s payment of the Fees, Reseller grants to Customer, and Customer agrees to comply with, a non­exclusive, non­sublicensable, non­transferable, licence to use the Software on the Hardware (or, if applicable, the Customer Acquired Hardware) during the Licence Term.

Shipment and Enabling. If Customer is receiving Google Apps on the same domain for which Customer is seeking to use the Solution, then Customer agrees that it cannot use the Solution with more End Users than Customer has established End User accounts for Google Apps and it can only use the Solution for the End Users that Customer has activated for Google Apps. To ensure that any new, replacement and/or renewal Hardware is shipped to the correct Customer address, Customer agrees to notify Reseller of any change in Customer’s shipping address at least 10 days in advance of any such shipment by Reseller.

Privacy Policy. Reseller (and its subcontractors) will implement appropriate technical and organisational measures to protect Customer data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access in accordance with the Google Privacy Policy. The Solution will be supplied in accordance with the Privacy Policy. Changes to the Privacy Policy will be made as stated in the Privacy Policy.

2. Modifications and Updates; Replacement Hardware; Apps, Extensions and Themes.

Modification to the Solution. Reseller (and its subcontractors) may make commercially reasonable changes to the Solution from time to time. If Reseller (or its subcontractors) makes a material change to the Solution, Reseller will inform Customer, provided that Customer has subscribed to be informed about such change via email. Certain functionality enhancements in the Services may not function with certain Hardware (or with certain Customer Acquired Hardware).

Updates to the Hardware. For certain models of Hardware purchased by Customer under these Minimum Terms, Reseller (and its subcontractors) may cease to provide the Software updates, and TSS for such Hardware but Reseller (or its subcontractors) will inform Customer at least 90 days in advance. In addition, in that event, Reseller will provide Customer the opportunity to receive comparable replacement Hardware (which may be refurbished) at no charge. Reseller will not provide any replacement for Customer Acquired Hardware.

Updates to Software and Services. The Solution may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Solution and may take the form of bug fixes, enhanced functions, new software modules and/or completely new versions. Customer agrees to receive (and permit Reseller and its subcontractors to deliver) such updates as part of Customer’s use of the Solution.

Replacement Hardware. Except where expressly agreed otherwise, Reseller and its subcontractors are under no obligation to provide Customer with Hardware replacement or updates under this Agreement. If Reseller (or its subcontractors) elects to replace any Hardware or provide updates, then any such replacement or update shall be at Google’s sole discretion and subject to the then­current TSS Guidelines.

Software updates, services, and TSS may not be provided on Hardware for which Reseller (or its subcontractors) has provided Customer a replacement under these Minimum Terms. Reseller (or its subcontractors) will have no obligation to provide Software updates, TSS, services or a Hardware warranty on Hardware for which Google has provided Customer a Hardware replacement under this Agreement unless such replacement was issued as a result of Reseller’s (or its subcontractors) warranty obligations.

New Applications. New applications, features or functionality for the Solution may be made available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.

3. Apps, Extensions and Themes.

Generally. This Clause 2(f) applies to apps, extensions, or themes that may be pre­installed in the Software or which are installed by Customer. Apps are web applications, developed by Google or third parties, that may be installed in the Software and can modify and enhance the functionality of the Software. Extensions are small software programs, developed by Google or third parties, that can modify and enhance the functionality of the Software. Themes are a special kind of extension that change the way the Software looks. Extensions and apps may have greater privileges to access the Solution than regular webpages, including the ability to read and modify End User data. Customer’s use of any apps, extensions or themes provided by Google (excluding Third Party Products) is subject to these Minimum Terms, unless otherwise indicated. Customer’s use of any apps, extensions or themes provided by a third party may be subject to terms provided by the third party.

Updates. From time to time, the Solution may check with remote servers (hosted by Google or by third parties) for available updates to apps and extensions, including bug fixes or enhanced functionality. Customer agrees that such updates will be automatically requested, downloaded, and installed without further notice to Customer.

Removal. From time to time, Google may discover an app or extension that violates Google developer terms or other legal agreements, laws, regulations or policies. The Software will periodically download a list of such apps and extensions from Google’s servers. Customer agrees that Google may remotely disable or remove any such app or extension from the Solution in Google’s sole discretion.

4. Customer Obligations.

Customer Administration of the Solution. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) to administer the Solution. Customer is responsible for: (a) maintaining the confidentiality of the password to the 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 these Minimum Terms; and (d) promptly notifying Google of any unauthorized use of, or access to, the Admin Console of which it becomes aware.

End User Consent. Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the Solution and data about location of Hardware. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer’s access, monitoring, use and disclosure of this data and Google providing Customer with the ability to do so and (ii) Google to provide the Solution.

Third Party Requests. Customer is responsible for responding to Third Party Requests. Reseller (and its subcontractors) 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.

5. Restrictions.

Generally. 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 Solution, or any component thereof; (b) copy or make derivative works of the Solution, attempt to extract the source code of the Software or Services, or otherwise attempt to reduce the Software or Services to human perceivable form; (c) use the Solution for High Risk Activities; (d) sublicense, sell, or lease the Solution or any component of the Solution; or (e) remove or alter any Brand Features or other proprietary notices on or in the Solution.

Third Party Components. Any third party component embedded, included or provided for use with the Solution may only be used in conjunction with the Solution ordered in connection with these Minimum Terms, which use is subject to these Minimum Terms. Customer agrees to contract separately with the relevant third party provider for any applicable wireless Internet connectivity for the Solution. To the extent the Solution includes components governed by open source licences with provisions inconsistent with these Minimum Terms, those components are instead governed solely by the applicable open source licences. To the extent the Solution

includes components governed by open source licences requiring the provision of corresponding source code for those components, information on how to obtain the source code is included in the Third Party Component Notice.

6. Ownership; Brand Features.

Generally. Except as expressly set forth herein, these Minimum Terms do not grant Customer or Google 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 Solution are the property of the applicable content owner and may be protected by applicable laws. As between Customer and Google, Google (and/or its licensors or suppliers) owns all Intellectual Property Rights in the Solution.

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. Google may also display Google Brand Features on the Solution to indicate that the Solution is provided by Google. Neither party may display or use the other party’s Brand Features beyond what is allowed in these Minimum Terms without the other’s prior written consent.

Brand Features Limitation. Any use of Customer’s or Google’s Brand Features will inure to the benefit of the entity holding Intellectual Property Rights in those Brand Features. Google or Customer may revoke the other’s right to use its Brand Features pursuant to these Minimum Terms with written notice to the other and a reasonable period to stop the use.

Delivery, Title and Risk. Reseller will bear the risk of loss for the Hardware until delivered to the Customer. Upon delivery, Customer bears all risk of loss for the Hardware. Title to the Hardware will pass to Customer on Customer’s receipt of the Hardware. Title to any Hardware (including any components) which Customer returns to Reseller (or its subcontractors) for replacement will pass to Reseller (or its subcontractors) on Google’s receipt of such Hardware (or components), as applicable.

7. Technical Support Services.

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 Solution. Customer will use commercially reasonable endeavours to resolve support issues before escalating them to Reseller (or its subcontractors).

By Reseller. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Support in accordance with the TSS Guidelines. TSS will be provided to Customer in accordance with the TSS Guidelines. If a replacement Hardware device is shipped to Customer in connection with the provision of TSS, Customer agrees to return any replaced Hardware pursuant to the TSS Guidelines.

Changes to TSS Guidelines. Commercially reasonable changes may be made to the TSS Guidelines from time to time. If a material change to the TSS Guidelines is made, Customer will be informed by being sent an email to the Notification Email Address or receiving an alert via the Admin Console. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Support via the support portal or Help Center within thirty days after being informed of the change. If Customer notifies Support as required, then Customer will remain governed by the TSS Guidelines in effect immediately prior to the change until the end of the then­current Licence Term for the applicable Solution. If the TSS are renewed, they will be renewed under Google's then current TSS Guidelines.

8. Disclaimer.

The warranties, terms and conditions stated in this Agreement apply instead of all other warranties, terms, conditions or representations concerning the subject matter of this Agreement which might but for this Clause 8 have effect between the parties (or their respective licensors) or would otherwise be implied or incorporated into this Agreement or any collateral contract whether by statute, common law or otherwise, all of which are hereby excluded (including, without limitation, the implied conditions, warranties or terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care). Reseller does not warrant that the operation of the solution will be error­free or uninterrupted. The Solution is not designed, manufactured, or intended for High Risk Activities. Reseller is not responsible for any Third Party Products (including wireless internet connectivity) or websites which Customer may access via the Solution.

9. Export Compliance.

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

10. Third­Party Beneficiary.

Google Ireland Limited (and its successors and permitted assignees) shall have the right to enforce Clauses 1(a), 4 and 5 of the Minimum Terms. Except as states in this Clause 10, no third party shall have the right to enforce the Minimum Terms.

11. Initial Login Terms.

If Customer or an End User is presented with a similar agreement on the same subject matter on its initial login to use the Solution, these Minimum Terms supersede and replace that agreement.

12. Termination.

Termination for Breach. Reseller may suspend performance or terminate these Minimum Terms if: (i) Customer is in material breach of these Minimum Terms and fails to remedy that breach within thirty days after receipt of written notice; (iii) Customer is in material breach of these Minimum Terms more than two times notwithstanding any cure of such breaches; or (iii) Customer suspends, or threatens to suspend, payment of its debts or admits inability to pay its debts, 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 (c) 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.

Effects of Termination. If these Minimum Terms terminate then the rights granted by one party to the other will cease immediately.

Termination of Reseller Agreement. If the reseller agreement between Reseller and Google pertaining to the Solution terminates during the Term, and Customer desires to continue to receive the Solution, Reseller will arrange for Customer to enter into an applicable agreement pertaining to the Solution with another reseller or, if Google agrees, with Google directly.

13. 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 these Minimum Terms. Customer agrees that Google may contact Customer to inquire about Customer’s satisfaction with Reseller’s sales and service quality in connection with the Solution. This Clause is subject to Clause 5(c).

Customer Minimum Terms: Definitions

“Admin Console” means the online tool provided by Google to Customer for use in configuring and administering the Solution.

“Administrators” mean the Customer­designated technical personnel who administer the Solution 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 an entity.

“Beta Channel” is a channel which an End User may select for the Product he or she is using. Google uses the Beta Channel to test future features and functionality for the Solution before releasing them to the customer base generally by installing Beta Software on the Products of End Users who select the Beta Channel.

“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.

“Confidential Information” means information disclosed by one party to the other under these Minimum Terms that is marked as confidential or would normally be considered confidential under the circumstances.

“Customer Acquired Hardware” means the proprietary Chrome OS computer hardware acquired by Customer from a third party (other than Reseller or Google).

“Developer Channel” is a channel which an End User may select for the Hardware (or Customer Acquired Hardware) he or she is using. Google uses the Developer Channel to test future features and functionality for the Solution before releasing them to the Beta Channel by installing pre­Beta Software on the Hardware (or Customer Acquired Hardware) of End Users who select the Developer Channel.

“Developer Mode” is a mode which an End User may select for the Hardware (or Customer Acquired Hardware) he or she is using. Switching the Hardware into Developer Mode will delete any existing End User data which is cached on the Hardware (or Customer Acquired Hardware), and allow the End User to overwrite the Chrome OS operating system on the Hardware (or Customer Acquired Hardware) with a different operating system. An End User can switch to Developer Mode through a hardware specific switch, and can switch back out of Developer Mode with that same switch.

“Documentation” means the description of the Solution available here: http://www.google.com/chromebook/business­education­solution.html, or such other URL as Google may provide, as such description may be updated from time to time.

“Effective Date” means the date on which Google accepts Reseller’s order for the Solution applicable to Customer.

“End Users” means the individuals Customer permits to use the Solution.

“EU Directive” means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.

“Export Control Laws” means all applicable export and reexport 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, the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State, and all such equivalent laws and regulations applied in the United Kingdom.

“Fees” means the amounts invoiced to Customer by Reseller for the Solution as described in these Minimum Terms.

“Google” means Google Ireland Limited.

“Google Apps” means the Google Apps services provided by Google to Customer under the terms of a separate agreement between Google and Customer.

“Hardware” means the proprietary computer hardware provided under these Minimum Terms (including any replacement hardware provided under these Minimum Terms), if applicable.

“Hardware Warranty Period” means the hardware warranty period notified to Customer by Reseller (or its subcontractors).

“Help Center” means the Google help center accessible at http://www.google.com/support/chromeos/a/, or other such URL as Google may provide.

“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 Solution 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, design rights (whether registered or unregistered), database rights 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.

“Licence Term” means the period of time specified on the order form during which Customer is authorized to use the Software on the Hardware and receive TSS. The duration for which the applicable Solution purchased by Customer will be supported is specified in the TSS Guidelines at http://support.google.com/enterprise/doc/gsa/terms/chrome_os_for_business_tssg.html.

“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.

“Products” means the Software and the Hardware.
“Privacy Policy” means Google’s privacy policy available at the following URL:

http://www.google.com/chromebook/#privacy, or such other URL as Google may provide. “Reseller” means the reseller of the Solution to Customer under these Minimum Terms.

“Software” means the Chrome OS Software licensed to Customer by Reseller, in binary executable form only, which is installed on the Hardware, and any updates to such software made available from time to time.

“Solution” means the Software and / or the Hardware. The Solution is more fully described in the Documentation.

“Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Licence Term or (ii) the date the Agreement is terminated as set forth herein.

“Third Party Component Notice” means the notice set forth at the following URL: http://www.google.com/chromebook/business­education­tos­additional.html, or such other URL as Google may provide, and any updates Google may make to such notice from time to time.

“Third Party Products” means any non­Google 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 Solution. 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 Solution purchased by Customer from Reseller under these Minimum Terms.

“TSS Guidelines” or “TSSG” means Google’s technical support services guidelines then in effect for the Solution. TSS Guidelines are at the following URL: http://support.google.com/enterprise/terms or other such URL as Google may provide.