Terms - Google Workspace Referral Program
This Google Workspace Referral Program Agreement ("Agreement") is entered
into by Google Inc. ("Google") and the referring party executing this
Agreement ("Participant"). This Agreement governs Participant’s participation
in the Google Workspace Referral Program described herein (the "Program").
You represent and warrant that: (i) you have full legal authority to enter
into this Agreement; (ii) you have read and understand the Agreement, and
(iii) you agree to the terms of this Agreement. If you do not have legal
authority to enter into this Agreement or do not agree to these terms, please
do not click to accept this Agreement below.
This Agreement is effective between Participant and Google as of the date
Participant electronically accepts this Agreement.
1. Definitions
"Custom URL" means the unique URL or Domains Widget to be provided by Google
to Participant and which will correlate Eligible Referrals submitted by
Participant to Participant’s Program account.
"Domains Widget" means an embeddable JavaScript widget that allows users to
register domain names and purchase the Services on a Participant’s website.
Its use is subject to the Google Domains Widget Terms and Conditions found
here: https://developers.google.com/domains/widget/terms.
"Eligible Referral" means an eligible net new customer lead for the direct
online purchase of the Services directly from Google, excluding Ineligible
Referrals.
"Google Workspace Services" or "Services" means the Google Workspace Core
Services generally sold by Google as Google Workspace and further described
here: https://workspace.google.com/terms/user_features.html
, as such URL, and Services description (including branding of such
services), may be updated by Google from time to time.
“Incentives” means redeemable coupons, promotion codes, or other incentives
for use by the Participant in promoting and marketing the Services under this
Agreement.
"Ineligible Referrals" means government officials, government owned or
-controlled entities and any of their employees, political parties and
candidates, Services customers of resellers, any other individuals or
entities already in Google’s systems, and Google representatives, agents or
employees
"Participant" means a member of the Program with a primary place of business
or residence in the Territory that is a business, entity, or other individual
with a valid tax ID number but may not include (i) government officials,
government owned or -controlled entities and any of their employees, (ii)
political parties and candidates, and (iii) representatives, agents, or
employees of Google.
"Program Guide" means any set of applicable Program terms in addition to this
Agreement that Google may make available to Participant via the Resource
Portal and that will govern Participant's continued participation in the
Program.
"Referral" is a new customer lead for Services submitted by Participant, via
its Custom URL, to Google.
"Referral Fees" means the fees to be paid by Google to Participant for
Eligible Referrals that result in a Valid Transaction.
"Resource Portal" means the website provided by Google to Participant
containing Program resource tools and information.
"Territory" is limited to the geographic regions listed under “Americas” at
the following URL (or such alternative URL as Google may designate):
https://workspace.google.com/landing/partners/referral/countries.html.
"Valid Transaction" is a closed sale for Services originating through a
Participant’s Custom URL and which is made online directly between an
Eligible Referral and Google in compliance with the requirements for payment
of Referral Fees.
2. Program Overview. In compliance with this Agreement
Participant will promote the Services only to Eligible Referrals whose
principal place of business is located in the Territory. Participant will not
market the Services to any Ineligible Customers. Google will provide
Participant with a Custom URL for the purpose of correlating any Eligible
Referrals resulting in a Valid Transaction under this Agreement. Google may
issue Incentives to Participant in accordance with the restrictions and
guidelines in this Agreement. As applicable, and subject to the requirements
herein, Participant may include on its website and in its marketing materials
for the Services the Custom URL provided by Google. A Valid Transaction must
always originate from Participant’s Custom URL to qualify for Referral Fees.
Google may elect to create an applicable Program Guide which may include updates regarding applicable
Referral Fees, Incentives and other relevant Program details. The terms of
any such Program Guide are made part of this Agreement and will control over
any conflicting term in the body of this Agreement.
3. Distribution of Custom URL and Incentives. Participant
will use best efforts to distribute the Custom URL and Incentives: (a) only
to Eligible Referrals; and (b) only after Google has approved the
distribution by providing Participant with the Custom URL and any applicable
Incentives. All marketing materials (including without limitation the text of
email distributions, if any) must be (i) strictly consistent with any Program
instructions provided by Google, (ii) compliant with the terms and conditions
of this Agreement and all applicable marketing, privacy and data protection
laws and governmental regulations. Any e-mail distribution must: (x) offer
recipients the ability to opt-out of future Participant communications; and
(y) contain the Google governing terms and conditions for any Incentives when
offered. At Google’s request, Participant will block distribution of Custom
URL and Incentives to parties as Google designates in its sole discretion,
consistent with applicable laws.
4. Compliance. In addition to the other legal requirements
in this Agreement, Participant expressly agrees to comply with the following:
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4.1. Anti-Bribery Laws and Reporting. Participant will
comply with all applicable commercial and public anti-bribery laws
("Anti-Bribery Laws"), including the U.S. Foreign Corrupt Practices Act of
1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of
anything of value, either directly or indirectly to anyone, including
government officials, to obtain or keep business or to secure any other
improper commercial advantage. "Government officials" include any
government employee; candidate for public office; and employee of
government-owned or government-controlled companies, public international
organizations, and political parties. Furthermore, Participant will not
make any facilitation payments, which are payments to induce officials to
perform routine functions they are otherwise obligated to perform. If
Participant becomes aware of suspicious, illegal or fraudulent activity
occurring in relation to this Agreement, Participant will report the
suspicious or fraudulent activity to Google within 24 hours of identifying
the suspicious or fraudulent activity via
https://workspace.google.com/landing/partners/referral/contact.html.
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4.2 Export Control Laws. Participant 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.
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4.3 Acceptable Use Policy. Participant will not send,
post, transmit or otherwise use any Google provided content, including the
Google name or the Services, in connection with any materials, sites or
otherwise that: (i) will generate or facilitate unsolicited bulk commercial
emails; (ii) will, or otherwise encourage, the violation of the legal
rights of others; (iii) is for an unlawful, invasive, infringing,
defamatory, or fraudulent purpose; (iv) contains obscene or pornographic
content.
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4.4 Certification. Participant represents, warrants and
certifies to Google that: (i) it has legal authority to enter into these
terms and participate in the Program; (ii) its employment contract (if
applicable) does not restrict it from participating in the Program, and
where Participant is also a representative, agent or an employee of a
Google reseller it has also obtained a valid consent from its employer to
participate; (iii) each Referral submitted by Participant will be
reasonably made in good faith as an Eligible Referral; and (iv) it will
comply with all applicable laws and governmental regulations, including
without limitation, as described in this Section 4 above.
5. Termination and Modification of Terms. Google may at any
time and in its sole discretion: (i) modify or update the terms of, including
but not limited to, the Program, this Agreement, Incentives (and their
governing terms and conditions) and will make such modified or updated terms
available in writing, or (ii) revoke a Participant's account, and/or
terminate Participant’s participation in the Program in its entirety. If
Google provides Participant with an updated Custom URL, or Incentives (and
applicable terms and conditions), Participant agrees will begin using, and
will be subject to, such updated versions no later than 30 days after
receiving them.
6. Brand Features. Each party will own all right, title and
interest to trade names, trademarks, service marks, logos and domain names it
secures from time to time ("Brand Feature(s)"). Subject to the terms and
conditions of the Agreement (including without limitation the following
sentence), Google grants to Participant a nonexclusive and non-sublicensable
license during the Term to display Google’s Brand Features only to the extent
Brand Features are provided by Google for use with the Program as indicated
through the Resource Portal and solely for the limited purpose of promoting
the Services consistent with this Agreement. Additionally, all use of Google
Brand Features is at Google’s sole discretion and subject to Google’s
then-current Brand Feature use guidelines currently located at https://www.google.com/permissions/, as such URL may be updated
from time to time by Google.
Subject to the terms and conditions of the Agreement, Participant grants to
Google a nonexclusive and non-sublicensable license during the Term to
display Participant’s Brand Features solely for the purpose of marketing the
Program or as otherwise mutually agreed upon (email permitted).
7. Payment.
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7.1 Referral Fees. Google will pay Participant a one-time
Referral Fee for each Eligible Referral’s end user that results in a Valid
Transaction, to be paid on up to a maximum of 100 end users per Valid
Transaction, and a maximum of 200 end users per calendar year, in the
aggregate, in the fee amount described at the following URL:
https://workspace.google.com/landing/partners/referral/countries.html
(or such other URL as Google may designate from time to time). Referral Fee
and relevant currency of the Referral Fee will be determined based on the
country the Participant is located in. Referral Fees may also differ based
on the location on the Eligible Referral. Referral Fees will be calculated
by using the lowest quantity of Eligible Referral end users purchased
during the period beginning as of the 15th day of initial Services payment
through the completion of the 90 days period described in (d) below
(provided all other Valid Transaction requirements are met). A Valid
Transaction will only take place when an Eligible Referral: (a) registers
online directly with Google using a valid payment instrument for the
purchase of Services; (b) purchase originates from a Custom URL correlating
to Participant’s account; (c) does not already have, directly or
indirectly, a Services subscription; (d) has been invoiced for and from
whom Google has received payment for, at least a minimum period of 90 days
for a subscription on the same primary Services domain; and (e) where all
the foregoing occurs during Participant’s period of participation in the
Program. Google may, at its sole option, prospectively increase or decrease
Referral Fees amounts by providing written notice (email/electronic
communication permitted) to Participant, or updating this Agreement and/or
any applicable Program Guide. Google reserves the right, in its sole
discretion not to pay any Referral Fees to Participant where Google
determines Participant’s actions are not consistent with the intent of this
Program.
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7.2. Incentives. Google may elect to provide Participant
with Incentives to offer its Eligible Referrals from time to time. Use of
any applicable Incentives will be subject to the governing terms and
conditions as provided by Google.
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7.3. Payment Process. In order for Participant to receive
any Referral Fees Participant must first complete the required vendor
payment form as required by Google and maintain a valid banking account
within the Territory. Google will pay Participant the Referral Fees in the
form of a direct deposit or foreign electronic funds transfer in U.S.
dollars to the banking account as indicated by Participant via the Program
registration process and completion of the required vendor payment form.
The Referral Fees above are exclusive of taxes, and Google might withhold
or charge taxes if determined by law. Additional payment terms may need to
be accepted by Participant for the payment of Referrals Fees to
Participant’s banking account. Referral fees will be issued to Participant
on a monthly basis. All amounts referenced or payable under this Agreement
are in U.S. Dollars unless Google notifies otherwise.
Participant is solely responsible for ensuring its account information is
accurate and current. Google will not be responsible for any payments not
received due to Participant failing to provide accurate and complete account
information for payment, or any other relevant or required information.
Google reserves the right, in its sole discretion, to change the terms and
conditions of the payment process to Participant.
8. Restrictions. Participant will not, and will not allow
any third party to: (a) "frame," minimize, remove, or otherwise inhibit, the
full and complete display of any Google web page; (b) cause any hyperlinks to
web pages on the Google web site to create a new browser window; or (c)
otherwise display Google web pages or Brand Features in a distorted or
diluted fashion.
9. Term; Termination. The Term will continue until
terminated by either party as provided herein. Either party may terminate
this Agreement immediately with or without cause upon written notice to the
other party (email notice permitted). Upon any termination or expiration of
this Agreement, all licenses and rights granted will terminate and each party
will have no right to use the Brand Features of the other party. In the event
of a termination, Participant will only receive Referral Fees that were
earned in full for a Valid Transaction that occurred prior to the effective
termination date. Termination notices to Google must be sent via
https://workspace.google.com/landing/partners/referral/contact.html.
10. Confidentiality. Participant may not disclose the terms,
conditions or existence of any non-public aspect of the Program to any third
party, except to its professional advisors under a strict duty of
confidentiality or as necessary to comply with law.
11. Disclaimers; Limitation of Liability. EACH PARTY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR
NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY
PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND CUSTOM URL
IS PROVIDED "AS IS" AND AT PARTICIPANT’S OPTION AND RISK AND GOOGLE DOES NOT
GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 4 (COMPLIANCE);
(ii) BREACHES OF SECTION 6 (BRAND FEATURES); AND (iii) SECTION 12
(INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE
THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT
OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN
DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES
ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO
PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF
MORE THAN THE AMOUNT PAID BY GOOGLE TO PARTICIPANT UNDER THIS AGREEMENT IN
THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
12. Indemnification. Participant will defend, indemnify and
hold harmless Google, its affiliates, directors, officers and employees
against all liabilities, damages, losses, costs, fees (including legal fees),
and expenses relating to any allegation or third-party legal proceeding to
the extent arising out of: (a) Participant’s participation in the Program;
(b) Participant’s web site(s), Participant Brand Features and Google’s use of
any Participant content (provided that such use complies with the
requirements of the Agreement); and (c) Participant’s breach of any
representation or warranty in this Agreement.
13. Representations and Warranties. Participant warrants
that (a) Participant will use all information provided by Google (including
without limitation the Google Brand Features) in a manner that complies with
applicable law; (b) Participant will clearly and conspicuously display the
text of the applicable terms and conditions for Incentives provided to
Customers in accordance with this Agreement; and (c) Participant will conduct
all activities in furtherance of this Agreement in accordance with applicable
law.
14. Governing Law and Arbitration.
14.1 Governing Law. ALL CLAIMS ARISING OUT OR RELATING TO
THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY
DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT)
("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA,
EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.
14.2 Arbitration and Disputes. The parties will try in good
faith to settle any Dispute within 30 days after the Dispute arises. If the
Dispute is not resolved within 30 days:
- (A) North America. any Dispute arising in the Territory
within the limits of the geographic regions of North America (defined as the
United States and Canada), arising out or relating to the subject matter of
this agreement, will be litigated exclusively in the Federal or State Courts
of Santa Clara County, California, USA, and the parties consent to personal
jurisdiction in those courts;
- (B) Other. any Dispute arising in the Territory within
the limits of the geographical Territory of Brazil, Chile, Colombia and
Mexico, arising out or relating to the subject matter of this agreement, it
must be resolved by arbitration by the American Arbitration Association’s
International Centre for Dispute Resolution in accordance with its Expedited
Commercial Rules in force as of the date of this Agreement ("Rules"). For
purposes of the arbitration procedures: (i) The parties will mutually select
one arbitrator. The arbitration will be conducted in English in Santa Clara
County, California, USA. (ii) The arbitrator may not decide by equity. (iii)
Subject to the confidentiality requirements in Subsection (v) below , either
party may petition any competent court, to issue any order necessary to
protect that party's rights or property; this petition will not be considered
a violation or waiver of this governing law and arbitration section and will
not affect the arbitrator’s powers, including the power to review the
judicial decision. The parties stipulate that the courts of Santa Clara
County, California, USA, are competent to grant any order under this
Subsection (iii). (iv) The arbitral award will be final and binding on the
parties and its execution may be presented in any competent court, including
any court with jurisdiction over either party or any of its property. (v) Any
arbitration proceeding conducted in accordance with this Section will be
considered confidential information, including (1) the existence of, (2) any
information disclosed during, and (3) any oral communications or documents
related to the arbitration proceedings. The parties may also disclose the
information described in this Subsection (v) to a competent court as may be
necessary to file any order under Subsection (iii) or execute any arbitral
decision, but the parties must request that those judicial proceedings be
conducted in camera (in private). (vi) The parties will pay the arbitrator’s
fees, the arbitrator's appointed experts' fees and expenses, and the
arbitration center's administrative expenses in accordance with the Rules. In
its final decision, the arbitrator will determine the non-prevailing party's
obligation to reimburse the amount paid in advance by the prevailing party
for these fees. (vii) Each party will bear its own lawyers’ and experts’ fees
and expenses, regardless of the arbitrator’s final decision regarding the
Dispute.
15. Miscellaneous. All notices, unless otherwise stated
herein, must be in writing and addressed to the attention of the other
party’s Legal Department and primary point of contact. Notice will be deemed
given when delivered (a) when verified by written receipt if sent by personal
courier, overnight courier or mail or (b) when verified by automated receipt
of electronic logs if sent by facsimile or email. Participant will not assign
or otherwise transfer its rights or delegate its obligations under the
Agreement, in whole or in part, and any attempt to do so will be null and
void. The Agreement is not intended to benefit, nor shall it be deemed to
give rise to, any rights in any third party. The parties are independent
contractors and the Agreement does not create any agency, partnership, or
joint venture. No party is liable for inadequate performance to the extent
caused by a condition that was beyond its reasonable control. Failure to
enforce any provision will not constitute a waiver. If any provision is found
unenforceable, the balance of the provisions will remain in full force and
effect. In the event of any termination or expiration of the Agreement,
Sections 5, 9, 10, 11 and 12 shall survive. This Agreement is the parties’
entire agreement relating to its subject and supersedes any prior or
contemporaneous agreements on that subject. Any amendments must be in writing
and executed by both parties (electronic form acceptable).