LICENSE AGREEMENT
Google Search Appliance and
Google Mini License Agreement
This License Agreement for Google Enterprise
Products (the "Agreement") is made and entered into by and between
you (“You”) and Google Inc. ("Google"). This Agreement sets
forth the terms and conditions under which You may license and use the
Google Mini and/or the Google Search Appliance.
LICENSE AGREEMENT
Google Search Appliance and Google Mini License Agreement
This License Agreement for the Google Search Appliance and/or
Google Mini (the “Agreement”) is made and entered into by and between Google
Inc. (“Google”) and the customer identified in the Ordering Document
(“Customer”). This Agreement, and the corresponding Google Ordering Document by
which Customer orders certain Products, set forth the terms and conditions
under which Customer may license and use such Products. Ordering Documents are
governed by this Agreement.
1.
License
1.1.
License Grant. Subject to the terms
and conditions of this Agreement and the Ordering Document, and in
consideration of your payment of all Fees, Google grants to Customer, and
Customer agrees to comply with a nonsublicensable,
nontransferable, nonexclusive, limited license to use the Product during the
License Term. A license key that enables the Software may be required and
forwarded to Customer electronically. Customer will only use the Product to
create an index of, and to search for, Customer Content. The license grant set
forth herein is limited to indexing the number of Documents specified on the
Ordering Document.
1.2.
Other Users. Customer may allow
Other Users to use the Appliance for the purposes authorized in this Agreement,
and subject to the terms of this Agreement. Customer is responsible for the
behavior of the Other Users in connection with this Agreement.
1.3.
Shipment and License
Keys. The Product will
not be shipped until Google receives either: (a) a complete and duly executed
Order Form; or (b) a purchase order from Customer
referencing a Quote. Upon shipment, Google may provide Customer with a
temporary license key and will transmit a permanent license key upon receipt of
full payment.
2.
Restrictions
2.1.
Generally. Customer will not,
and will not allow others to: (a) adapt, alter,
modify, decompile, translate, disassemble, or reverse engineer the Product or
any component thereof; (b) alter the number of
Documents; (c) create license keys that enable
the Software; (d) copy the Software except as
provided in Section 6.2; (e) use the Product for
High Risk Activities; (f) transfer, sublicense,
loan, sell, lease or use for timesharing or service bureau purposes the Product
or any component of the Product; or (g) remove or
alter any Brand Features or other proprietary notices on or in the Product.
2.2.
Restricted Use
Appliances. Customer may only
use Restricted Use Appliances as specified in the Order Document in one of the
following capacities: (a) as a hot backup in a load balance situation (if a
single Appliance cannot carry the load, Customer must purchase an additional
production Appliance); (b) as
a hot backup if the Primary System is disabled due to a critical Hardware or
Software failure, and only until the failure requiring the use as a hot backup
is cured; or (c) as a platform and test environment to assist in its
designing, developing and testing applications for use with Google Enterprise
Products – in which case the Restricted Use Appliance may only index the same
Customer Content as the Primary System, but may not be used in a commercial or
production use.
2.3.
Third Party
Components. Any third party
component embedded, included or provided for use with the Products may only be
used in conjunction with such Products ordered under the Ordering Document,
which use is subject to this Agreement. However, to the extent Products 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 Products 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.
3.
Ownership.
3.1.
Generally. Except as expressly
set forth 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 Appliance are the property of the applicable content owner and may be
protected by applicable laws.
3.2.
Branding. Customer may
display a Graphic with the results page or the search box (or other means used
by an end user to enter a search query) and may link to the Google site located
at: www.google.com (or such other URL as may be updated by Google). Customer’s
use of Graphics is subject to Google’s then current Brand Feature Guidelines.
3.3.
Brand Features. Any use of a party’s
Brand Features will inure to the benefit of the party holding rights in those
Brand Features. Each party agrees not to: (a) challenge or assist others to
challenge the other party’s Brand Features or registration thereof (except to
protect such party’s rights with respect to its own Brand Features); or (b) attempt to register
any Brand Features that are confusingly similar to those of the other party.
4.
Payment Terms.
4.1.
Purchase Process. Google will provide
Customer an Ordering Document for each purchase, to confirm the Product,
quantity and price.
4.2.
Payment. All Fees are due
thirty days from the invoice date. All payments due are in U.S. dollars. Title
to the Hardware will pass to Customer upon receipt of all Fees by Google.
Payments made via wire transfer must include the following instructions:
Wells Fargo Bank
Palo Alto, California USA
ABA# 121000248
Google Inc.
Account # 4375669785
4.3.
Taxes. Customer is
responsible for any Taxes, and Customer will pay Google for the Appliance
without any reduction for such amounts. If Google is obligated to collect or
pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides
Google with a valid tax exemption certificate authorized by the appropriate
taxing authority. If Customer is required by law to withhold any Taxes from its
payments to Google, Customer must provide Google with an official tax receipt
or other appropriate documentation to support such withholding.
4.4.
Invoice Disputes. Any invoice
disputes must be submitted prior to the invoice due date. If the parties
determine that certain billing inaccuracies are attributable to Google, Google
will not issue a corrected invoice, but will instead issue a credit memo
specifying the incorrect amount in the affected invoice. If the disputed
invoice has not yet been paid, Google will apply the credit memo amount to the
disputed invoice and Customer will be responsible for paying the resulting net
balance due on that invoice.
4.5.
Delinquent Payments. Customer will be
responsible for all reasonable expenses (including attorneys’ fees) incurred by
Google in collecting delinquent amounts, except where such delinquent amounts
are due to Google’s billing inaccuracies.
4.6.
Purchase Orders.
a.
Required. If
Customer’s Ordering Document is a Quote, then a purchase order is required. If
Customer’s Ordering Document is an Order Form, and Customer wants a purchase
order number on its invoice, Customer will inform Google and will issue a
purchase order to Google. If Customer requires a purchase order, and fails to
provide the purchase order to Google, then Google will not be obligated to
provide the Appliance until the purchase order has been received by Google.
b.
Not Required. If
Customer’s Ordering Document is an Order Form, and Customer does not require a Purchase
Order number to be included on the invoice, Customer must select “No” in the
Purchase Order section of the Order Form. If Customer waives the Purchase Order
requirement, then: (a) Google will invoice Customer without a Purchase
Order; and (b) Customer agrees to pay invoices
without a Purchase Order.
5.
Delivery.
5.1.
The Products will be delivered by the shipping
method indicated on the Ordering Document. Google will bear the risk of loss
for the Product until the Product is received by Customer. Upon receipt by
Customer, Customer bears all risk of loss for the Product.
6.
Technical Support
Services.
6.1.
Generally. Subject to
Customer’s payment of the Fees, Google will provide TSS to Customer for the
Products for the Support Period in accordance with the TSSG in effect when the
Products are ordered. Unless otherwise agreed in writing, to receive TSS
Customer must provide Google with all reasonably required access to the
Appliance in accordance with the TSSG. Customer’s failure to provide such
access will be at Customer’s own risk and without liability to Google.
6.2.
Software Updates. TSS includes
Updates. Customer’s use of Updates is subject to this Agreement and the Ordering
Document. Customer will install Updates in accordance with the TSSG. Customer
may make a copy of an Update to a physical medium solely for the purpose of
facilitating the installation of that Update onto the Appliance. Customer will
immediately erase or destroy the copy of the Update once that Update is
installed on the Appliance.
6.3.
Changes to TSS. If Google makes a
material change to the TSSG, Google will notify Customer by either sending an
email to the Customer Contacts or alerting Customer via the GES Site. If the
change has a material adverse impact on Customer and Customer does not agree to
the change, Customer must so notify Google via the GES Site within thirty days
after receiving notice of the change. If Customer notifies Google as required,
then Customer will remain governed by the TSS in effect immediately prior to
the change until the end of the then current term for the TSS. If the TSS are renewed, they will be renewed under Google's then
current TSSG.
7.
Confidential
Information.
7.1.
Obligations. Each party will:
(a) protect the other party’s Confidential Information with the same standard
of care it uses to protect its own Confidential Information, but with no less
than a reasonable standard of care; and (b) not disclose the Confidential
Information, except to affiliates, employees and agents who need to know it and
who have agreed in writing to keep it confidential. Each party (and any
affiliates, employees and agents to whom it has disclosed Confidential
Information) may use Confidential Information only to exercise rights and
fulfill obligations under this Agreement, while using reasonable care to protect
it. Each party is responsible for any actions of its affiliates, employees and
agents in violation of this Section.
7.2.
Exceptions. Confidential
Information does not include information that: (a) the recipient already
knew; (b) becomes public through no fault of the
recipient; (c) was independently developed by the
recipient; or (d) was rightfully given to the
recipient by another party.
7.3.
Required Disclosure. Each party may
disclose the other party’s Confidential Information when required by law, but only
after it, if legally permissible: (a) uses commercially reasonable efforts to
notify the other party; and (b) gives the other
party the chance to challenge the disclosure.
8.
Publicity. Customer agrees
that Google may include Customer’s name or 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. This
section is subject to Section 3.3.
9.
Limited Warranty.
9.1.
Limited Warranty. Google warrants to
Customer that: (a) Hardware will be free from defects in material and workmanship,
and will substantially conform to all material aspects of the Documentation,
for a period of ninety days from the later of: (i)
installation of the Appliance; or (ii) ten days
after the Shipment Date; and (b) Software will substantially
achieve the functionality described in the Documentation for a period of ninety
days from the later: of (i) installation of the
Appliance; or (ii) ten days after the Shipment
Date.
9.2.
Exclusions. The limited
warranty set forth in Section 9.1 above will not apply to defects or errors in
the Appliance that are caused by: (i) Customer’s
failure to follow Google’s environmental, installation, operation or maintenance
instructions or procedures in the Documentation; (ii) Customer’s
mishandling, abuse, misuse, negligence, or improper storage, servicing, or
operation of the Appliance (including without limitation use with incompatible
equipment); or (iii) modifications,
repairs or improper installation not performed by Google.
9.3.
Exclusive Remedy. Google’s entire
liability and Customer’s sole and exclusive remedy with respect to breach of the
above warranty will be at Google’s option: (a) repair of the Product in
accordance with the TSSG; (b) replacement of the
defective component or entire Appliance, as applicable; or
(c) refund of the purchase price paid for the Appliance.
10.
Disclaimer. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GOOGLE DOES NOT 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 THAT THE OPERATION OF THE APPLIANCE
WILL BE ERRORFREE OR UNINTERRUPTED. THE PRODUCT IS NOT DESIGNED, MANUFACTURED,
OR INTENDED FOR HIGH RISK ACTIVITIES.
11.
Term and
Termination.
11.1. Term. Subject to
Customer’s payment of Fees, the term of the license granted in this Agreement
for any Product will begin on the Shipment Date and will continue for the
License Term, unless terminated earlier as set forth below.
11.2. Termination for Breach. Either party may terminate this Agreement if: (i)
the other party is in material breach of the Agreement
and fails to cure that breach within thirty days after receipt of written
notice; (ii) the other party ceases its business
operations or becomes subject to insolvency proceedings and the proceedings are
not dismissed within ninety days; or (iii) the
other party is in material breach of this Agreement more than two times
notwithstanding any cure of such breaches.
11.3. Effect of Termination.
a.
Termination for
Google’s Breach. If the Agreement is
terminated for Google’s breach, the licenses granted herein regarding
Customer’s use of the Product may, at Customer’s option, continue for the
remainder of the License Term, subject to Customer’s continued compliance with
this Agreement.
b.
Termination for
Customer’s Breach. If the Agreement is
terminated for Customer’s breach, then: (i) the License
Term and all other rights and licenses granted by one party to the other, or
any services provided by Google to Customer, will cease immediately; (ii) upon request, each party will promptly return all
Confidential Information of the other party; (iii) all
payments owed by Customer to Google are immediately due; and (iv) Customer must immediately return the Product to
Google via Google’s authorized return shipment process and, upon receipt by Google,
title in the Hardware will revert to Google.
c.
Expiration of the
License Term. The Appliance will
cease functioning upon the expiration of the License Term. Customer may: (a)
return the nonfunctioning Appliance to Google in accordance with the TSS; or (b) retain possession of the Hardware, but only if
Customer erases all Software as instructed by Google. If Customer chooses to
retain the Hardware and delete the Software, Customer must provide written
certification to Google of this deletion within ten business days of the
expiration of the License Term.
12.
Limitation of
Liability.
12.1. Limitation on Indirect Liability. NEITHER PARTY 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.
12.2. Limitation on Amount of Liability. NEITHER PARTY MAY
BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER
TO GOOGLE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
12.3. Exceptions to Limitations. These limitations of liability do not apply to breaches of
confidentiality obligations, violations of a party’s Intellectual Property
Rights by the other party, or indemnification obligations.
13.
Indemnification.
13.1. By Google. Google will
indemnify, defend, and hold harmless Customer from and against all liabilities,
damages, and costs (including settlement costs and reasonable attorneys’ fees)
arising out of a third party claim the Appliance used in accordance with the
Documentation and this Agreement infringes or misappropriates any patent, copyright,
trade secret or trademark of that third party.
13.2. Exceptions. The obligations set forth in Section 13.1 do not apply if the
third party claim is caused by, or results from: (a) Customer’s combination or
use of the Appliance with software, services, or products developed by Customer
or third parties, if the claim would have been avoided by the noncombined or independent use of the Appliance; (b) modification of the Appliance by anyone other than Google if
the third party claim would have been avoided by use of the unmodified
Appliance; (c) Customer’s continued allegedly infringing activity after
being notified thereof or after being provided modifications that would have
avoided the alleged infringement; (d) Customer’s use of the Appliance in a
manner not in accordance with this Agreement or the Documentation; or (e)
use of other than Google’s most current release of the Appliance if the third
party claim would have been avoided by use of the most current release or
revision.
13.3. By Customer. Customer will indemnify, defend, and hold harmless Google from and
against all liabilities, damages, and costs (including settlement costs and
reasonable attorneys’ fees) arising out of: (a) a third party claim made
against Google for infringement or misappropriation based on conduct by
Customer as described in Section 13.2; or (b)
Customer’s breach of Section 15 (Export Compliance).
13.4.
Possible
Infringement.
a.
Repair, Replace, or
Modify. If Google
reasonably believes the Appliance infringes a third party’s Intellectual Property
Rights, then Google will: (a) procure for Customer the right to continue to use
the Appliance; (b) replace the Appliance; or (c) modify the Appliance to avoid the alleged
infringement.
b.
Termination and
Refund. If Google does not
reasonably believe the options in Section 13.4(a) are commercially reasonable,
Google may terminate the license for the allegedly infringing Appliance and
refund a percentage of the Fees paid by Customer through the date a third party
claim occurs for the allegedly infringing Appliance, per Section 13.1, less
depreciation for use assuming straight line depreciation over the Support
Period.
13.5. 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 THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF
A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
14.
Government Purposes. The Product is
commercial within the meaning of the applicable civilian and military Federal
acquisition regulations and any supplements thereto. If the user of the Product
is an agency, department, employee, or other entity of the United States
Government, the use, duplication, reproduction, release, modification, disclosure,
or transfer of the Product, including technical data or manuals, is governed by
the terms, conditions and covenants contained in the Google standard commercial
license agreement, as contained herein.
15.
Export Compliance. Customer will
comply with, and will obtain all prior authorization from the competent government
authorities required by, the Export Control Laws. This Section 15 will survive
termination or cancellation of this Agreement.
16.
Miscellaneous.
16.1. Notices. All notices 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: (a) when verified by
written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs
if sent by facsimile or email.
16.2. Assignment. Neither party may assign or transfer any part of this Agreement
without the written consent of the other party, except assignment of the
Agreement in its entirety to an Affiliate but only if: (a) the assignee agrees
in writing to be bound by the terms of this Agreement; and
(b) the assigning party remains liable for obligations incurred under the
Agreement prior to the assignment. Any other attempt to transfer or assign is void.
16.3. Change of Control. Upon a change of control (for example, through a stock purchase or
sale, merger, or other form of corporate transaction), (a) the party
experiencing the change of control will provide 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
thirty days after it receives the written notice in subsection (a).
16.4. Force Majeure. Neither party will be liable for inadequate performance to the
extent caused by a condition (for example, natural disaster, act of war or
terrorism, riot, labor condition, governmental action, and Internet
disturbance) that was beyond the party’s reasonable control.
16.5. No Agency. The parties are
independent contractors, and this Agreement does not create an agency, partnership
or joint venture.
16.6. No Waiver. Failure to enforce
any provision of this Agreement will not constitute a waiver.
16.7. Severability. If any provision of this Agreement is found unenforceable, it and
any related provisions will be interpreted to best accomplish the unenforceable
provision’s essential purpose.
16.8. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
16.9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to
seek equitable relief.
16.10. Governing Law. This Agreement is governed by California law, excluding
California’s choice of law rules. FOR ANY DISPUTE RELATING TO THIS AGREEMENT,
THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF,
THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
16.11.
Amendments. Any amendments to
this Agreement must be agreed upon in writing.
16.12.
Survival. Those provisions
that by their nature should survive termination of this Agreement, will survive
termination of this Agreement.
16.13.
Entire Agreement. This Agreement,
including any documents attached to this Agreement, and the Ordering Document,
is the parties’ entire agreement relating to its subject and supersedes any
prior or contemporaneous agreements on that subject. The terms located at a URL
and referenced in this Agreement or in the Ordering Documents are hereby
incorporated by this reference. If there is a conflict between the documents
that make up this Agreement, the documents will control in the following order:
the Ordering Document, the Agreement, and the terms located at any URL.
16.14.
Counterparts. The parties may
enter into this Agreement by executing the applicable Order Document, which may
be executed in counterparts, including facsimile, PDF or other electronic
copies, which taken together will constitute one instrument.
17.
Definitions.
“Admin Console”
means the web based administrative console through which Customer can configure
and administer the Appliance, and link to Google’s online help center.
“Affiliate” means,
with respect to either Google or Customer, any entity that directly or
indirectly Controls, is Controlled by, or is under
common Control with such party.
“Appliance” means
the Software and Hardware.
“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.
“Brand Features
Guidelines” means the guidelines for third party use of Google’s Brand
Features, accessed at
http://www.google.com/permissions/guidelines.html
(or other such URL as periodically provided by Google).
“Confidential
Information” means information disclosed by a party to the other party under
this agreement that is marked as confidential or would normally be considered
confidential under the circumstances. Information provided to Google by
Customer during Google’s provision of TSS is Customer’s Confidential
Information.
“Control” means
control over greater than fifty percent of the voting rights or equity
interests of a party.
“Customer Contacts”
is defined in the TSSG.
“Customer Content”
means content owned by, or lawfully licensed to, Customer. Customer Content may
be located on servers that are owned and operated by Customer, or operated on
Customers behalf.
“Documents” means
the number of documents Customer may index, and is set forth on the Ordering
Document.
“Documentation”
means Google proprietary documentation in the form generally made available by
Google to its customers for use with the Appliance, including documentation
provided via the Admin Console help center.
“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 Treasury Department’s Office of Foreign Assets
Control, and the International Traffic in Arms Regulations (“ITAR”) maintained
by the Department of State.
“Fees” means all
applicable fees as set forth in the Ordering Document.
“GES Site” means the
secure site and online portal provided by Google, accessed at https://support.google.com/enterprise
(or such other URL as may be updated by Google from time to time), which includes
Documentation and an online knowledge base, and which links to related public
content hosted elsewhere.
“Graphic” means an
unaltered graphic in the form provided by Google for the purpose of identifying
that the search function is provided by Google. Graphics may be accessed at: www.google.com/stickers.html
(or other URL as may be updated by Google).
“Hardware” means the
Google proprietary computer hardware.
“High Risk
Activities” means uses such as the operation of nuclear facilities, air traffic
control or life support systems, where the failure of the Product could lead to
death, personal injury, or environmental damage.
“Intellectual
Property Rights” means any and all rights existing from time to time 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.
“License Term” means
the period of time during which Customer is authorized to use the Appliance,
and will be set forth in the Ordering Document.
“Order Form” means
the written Google order form for the Products Google will provide to Customer
subject to this Agreement. All Order Forms are subject to this Agreement, and
will contain at least: (i) Product name; (ii)
Document limit, as applicable; (iii) price;
(iv) type of TSS provided and the Support Period;
(v) the License Term; and
(vi) a reference number.
“Ordering Document”
means either a Google Order Form, or a Google Quote.
“Other Users” means
Customer’s Affiliates, agents, contractors, or authorized end users.
“Primary System”
means an Appliance for which Customer has obtained a license from Google.
“Product” means the
Appliance and the Documentation.
“Restricted Use
Appliance” means an Appliance identified on an Ordering Document as a hot backup
or development Appliance.
“Quote” means a
written document supplied by Google specifying the Products Google will provide
to Customer subject to this Agreement. All Quotes are subject to this
Agreement, and will contain at least: (i) Product
name; (ii) Document limit, as applicable; (iii) price;
(iv) type of TSS provided and the Support Period;
(v) the License Term; and
(vi) a reference number.
“Shipment Date”
means the date of shipment by Google or its designated agent.
“Software” means the
Google proprietary computer software, in binary executable form only, which is
installed on the Hardware.
“Support Period”
means the period of time, set forth on the first page of the Ordering Document,
during which Google will provide TSS. Unless otherwise agreed to in writing,
the Support Period will begin upon the later of: (i)
Google’s installation of the Products; or (ii)
ten days following the Shipment Date.
“Taxes” means any
duties, customs fees, or taxes (other than Google’s income tax) associated with
the sale of the Appliance, including any related penalties or interest.
“TSS” means the
technical support services provided by Google, in accordance with Google’s
TSSG, for the Products identified in the Ordering Document for Support Period.
“TSSG” means
Google’s then current Technical Support Services Guidelines, which may be may
be accessed at the following URL: http://support.google.com/enterprise/terms (or
other such URL as Google provides periodically).
“Updates” is defined
in the TSSG.
By signing this Agreement, each party represents and warrants that
(i) it has read and understands this Agreement and
the Ordering Document that is incorporated by reference herein and agrees to be
bound by its terms, and (ii) it has full power and authority to accept this
Agreement and the Ordering Document.
IN WITNESS WHEREOF, this Agreement has been executed by persons
duly authorized as of the date signed by the last party below (“Effective
Date”).
Google Search
Appliance and Google Mini License Agreement v08152011
Google Search
Appliance and Google Mini License Agreement v08152011
