This Agreement is entered into by
and between Google LLC (f/k/a Google Inc.), a Delaware limited liability
corporation, with ofces at 1600 Amphitheatre Parkway, Mountain View, California
94043 (?Google?) and you and/or your
company, institution or other organization (?You?). This Agreement is effective as of the date You click ?I
Accept? below (the ?Effective Date?).
If You cannot accept these terms, please do not use Managed Google Play.
By
accepting the terms and by Your continued use of the Service, You agree to the
below terms, in addition to the then current versions of the following, if
applicable to Your use of the Service: Google Terms of Service, Google Privacy
Policy, Google Play Terms of Service, Google Play Developer Distribution
Agreement, Google Play Business and Program Policies, and Data Protection
Addendum (together, the ?Agreement?). The foregoing terms are applicable if
specifc products and services that are used by You or Your users are subject to
those terms. In addition, Google may make additional Applications, features, or
functionality available from time to time, the use of which may be contingent
upon Your agreement to additional terms specifcally applicable to those
additional Applications, features, or functionality. If You are an educational
institution or organization using Google Workspace for Education, or You are
using Google device management for Android single use devices, these services
are governed by the applicable Additional Services Terms. If You are using the
Zero Touch Services (defned below), You agree to additional terms in the
Android Zero Touch Customer Agreement (defned below).
1. DEFINITIONS
a. "Additional
Services Terms". means the Google Workspace
Additional Terms of Use for Additional Services located at https://workspace.google.com/terms/additional_services.html, the Google device management for Android devices
located at https://www.google.com/ chrome/terms/androidcosu-device-management/index.html or such other URL as Google may
provide and as may be amended from time to time.
b. "Android".
means the open-source application framework, libraries, runtime, and kernel
which are published at http://source.android.com (or successor sites), and any
software development kits made available at http://developer.android.com (or successor sites).
c. "Android-based
Device". means a Device that runs the Android operating system or
any successors thereto.
d. "Android
Zero Touch Customer Agreement". means the
terms located at https://www.android.com/enterprise/enrollment/terms/ or such other URL as Google may
provide and as may be amended from time to time.
e. "Applications".
means apps that are made available in the Service.
f. "Chrome-based Device". means a Device that
runs the Chrome OS operating system or any successors thereto.
g. "Confdential Information". means
information that one party (or an afliate) discloses to the
other
party under this Agreement, and that is marked as confdential or would normally
be considered confdential information under the circumstances. It does not
include information that is independently developed by the recipient, is
rightfully given to the recipient by a third party without confdentiality
obligations, or becomes public through no fault of the recipient.
h. "Customer API". means the API that allows
You to access the Zero Touch Services programmatically and is described at https://developers.google.com/zero-touch/reference/customer/rest or such other URL as Google may provide and as
may be amended from time to time.
i. "Data Protection Addendum". means the
Android Enterprise Data Processing and Security Terms located at https://www.android.com/enterprise/data-protection/terms/ or such other URL as Google may
provide and as may be amended from time to time.
j. "Google
Play Developer Distribution Agreement". means the Developer
Distribution Agreement located at https://play.google.com/intl/ALL_us/about/developer-distribution-agreement.html or such other URL as Google may
provide and as may be amended from time to time.
k. "Device". means
a mobile device, tablet, computer or other device supported by the Service.
l. "EMM"
or "EMM provider". means Enterprise Mobility Management provider,
a company that delivers a product focused on the management of mobile devices,
mobile Applications and related services. For Chrome-based Devices, Google will
be the EMM provider.
m. "End User".
means the individuals You permit to use the Service.
n. "End User Account". means a Google-hosted
account established by You or the EMM through the Services for an End User.
o. "Google
Payments Privacy Notice". means those terms located at https://payments.google.com/legaldocument?family=0.privacynotice&hl=en, or
such other URL as Google may provide and as may
be amended from time to time.
p. "Google Payments Terms of Service". means
those terms located at https://payments.google.com/legaldocument?family=0.buyertos&hl=en, or
such other URL as Google may provide and as may be
amended from time to time.
q. "Google Play Business and Program Policies".
means those policies located at https://play.google.com/about/android-developer-policies.html, or
such other URL as Google may provide and
as may be amended from time to time.
r. "Google Play Terms of Service". means the
Google Play Terms of Service located at https://play.google.com/about/play-terms.html, or
such other URL as Google may provide and as
may be amended from time to time.
s. "Google Privacy Policy". means the
Google Privacy Policy located at https://www.google.com/intl/en/policies/privacy/, or
such other URL as Google may provide and as may be
amended from time to time.
t. "Google-Supported
Features". means the following features within the Service for
Android-based Devices: (a) The setup of the Google Workspace administration
console (at admin.google.com), if applicable; and (b) The setup of End User
Accounts.
u. "Google
Terms of Service". means the Google Terms of Service located at https://www.google.com/intl/en/policies/terms/, or
such other URL as Google may provide and as
may be amended from time to time.
v. "Manage". means that the EMM provider has
the ability, on Your behalf, to (i) administer Devices under the Service and
profles associated with the domain, (ii) manage, install, uninstall
Applications directly to End User Devices and (iii) act as the administrator
for Google Play.
w. "Managed Google Play" or "Managed Play
Store". means the service that is managed by Your administrator using
Your EMM as more fully described at https://support.google.com/googleplay/work#topic=6137720, or
such other URL as Google may provide and as
may be amended from time to time.
x. "Refund
Policy". means those policies located at https://support.google.com/googleplay/ work/answer/6170898?hl=en&ref_topic=6137710, or such other URL as Google may provide and
as may be amended from time to time.
y. "Service".
means the Managed Google Play product or any successors thereto (more fully
described at https://support.google.com/googleplay/work/answer/6137711?
hl=en&ref_topic=6137710) for
Android-based Devices and for Chrome-based Devices, or such
other URL as Google may provide
and as may be amended from time to time.
z. "Taxes". means any duties, customs fees, or
taxes (other than Google's income tax) associated with the sale of
Applications, including any related penalties or interest.
aa. "Updates".
means bug fxes, patches, enhanced functions, missing plug-ins and new versions
of the Applications.
bb. "Zero
Touch Services". means the Zero Touch portal and
the Customer API that Google provides to You to enable You to enroll Android
devices for enterprise use or for such other use as may be pre-approved by
Google in writing.
2. ACCESS TO AND USAGE OF THE SERVICE
a. Access.
You may use the Service to browse, locate, or download Applications for Your
organization. Your administrator?s use of the Service will be governed by the
Google Terms of Service, including the Google Privacy Policy. Developers may
place geographic limitations on where Applications can be distributed to Your
End Users.
b. End User Access. By allowing Your End Users to
access and use the Google Play Store, You agree to the Google Play Terms of
Service on their behalf.
c. Restrictions on Access. You must not access the
Service if You are a person who is either barred or otherwise legally
prohibited from receiving or using the Service or any Applications under the
laws of the country in which You are resident or from which You access or use
the Service. You must comply with any age restrictions that might apply for the
use of the Service or specifc Applications.
d. EMM. You agree that Your EMM provider will have the
right to Manage the Service for Your accounts, including access to Your data.
e. Restrictions
on Use. Unless Google specifcally agrees in writing, You will not and You
will use commercially reasonable efforts to make sure a third party does not:
(i) sell, resell, or lease the Service (or the functional equivalent) to a
third party; (ii) reverse engineer or attempt to reverse engineer the Service
or any component; or (iii) to create or attempt to create a substitute or
similar service through use of, or access to, the Service.
f. Unauthorized
Use. You will use commercially reasonable efforts to prevent unauthorized
use of the Service and to terminate any unauthorized use. You will promptly
notify Google of any unauthorized use of, or access to, the Service of which
You become aware.
3. TYPES OF APPLICATIONS
a. Private
Applications. You may upload organization-specifc Applications as part
of using the Service, which may either be self-hosted or in a Google-hosted
mode in Google Play. If You use Google Play to host Your Private Application,
You must do so in accordance with the terms of the Google Play Distribution
Agreement. You have the ability to (i) manage Applications and (ii) purchase
bulk licenses to assign (or re-assign) to End Users. Subject to compliance with
the terms herein, You may push Applications to End Users provided that such
Applications are necessary and required as part of the End User?s employment.
b. Free
Applications. Google may allow You to download or use Applications
free of charge. Any terms and conditions that apply to purchased Applications
will apply to free Applications, except with respect to payment-related matters
(for example, the refund-related provisions of these Terms do not apply to such
free Applications). Google may impose limitations on Your access and use of
certain free Applications.
c. Bulk
Purchased Applications. When Google enables the feature,
You will be permitted to purchase Applications in bulk using a valid payment
method via Google Payments. You may distribute or revoke Applications to Your
End Users and re-assign the Applications You purchased in bulk.
d. Free
Trials of Applications. Google or developers may provide
You a limited supply of free Applications for testing and evaluation purposes.
Such free Applications may come with additional terms and conditions that apply
to such free use (e.g., a duration for the free trial). If a developer provides
a free trial and You do not cancel during the trial period, You may incur
additional
charges. Once You cancel Your trial, You will immediately lose access to the
relevant Applications.
4. YOUR OBLIGATIONS
a. Account
Information. You may be required to provide information such as name,
address, and billing details. The Google Privacy Policy explains how we treat
Your personal data and protect Your privacy when using the Service. You agree
that any such information You provide to Google will always be accurate,
correct, and up to date.
b. Updates.
By using the Service, You may need to install updates to the Service that
Google introduces from time to time. Applications originating from Google may
communicate with Google servers from time to time to check for available
Updates to the Applications and to the functionality of the Service. By using
the Service, You agree to such automatically requested and received updates.
c. Malware
Protection. To protect against the effects of malicious third-party
software, information about the Applications (including self-hosted
Applications) that You distribute to Your End Users, including the source of
the Application and the Application itself, may be sent to Google. Google will
use the information to compare against a database of known malware to determine
if the Application is harmful or likely to be unsafe. Google may warn You if it
considers the Application to be unsafe, or block its installation to Your End
Users if it is known to Google to be harmful to devices, data or users.
d. Geographic
Restrictions. Developers may place geographic limitations on where
Applications can be distributed to Your End Users. You agree to only distribute
a given Application to End Users that are physically located in a country which
the developer of the Application has approved as a country of distribution.
5. PURCHASES, FEES, PAYMENTS
a.
Purchase of Applications. Google is the operator of the Service. When You buy an
Application on Google Play Store, You buy it in accordance with the then
current Google Play Terms of Service.
b. Google Payments. You will need a Google Payments
account to purchase Applications.
c. Payment
Processing. Google may make available to You various payment processing
methods to facilitate the purchase of Applications. Google may add or remove
payment processing methods at its sole discretion and without notice to You.
You must abide by any relevant terms and conditions or other legal agreement,
whether with Google or a third party, that governs Your use of a given payment
processing method. You agree to pay for any Applications that You order and
that Google may charge Your credit card or other form of payment that You
indicate for any Applications ordered, along with any additional amounts
(including any taxes). You agree that You are solely responsible for all fees
associated with purchases You make on the managed Play Store.
d. Pricing. Pricing and availability of
Applications are subject to change at any time.
e. Taxes. You are responsible for any Taxes, and
must pay Google for Applications without any reduction for Taxes. If Google is
obligated to collect or pay Taxes, the Taxes will be invoiced to You, unless
You provide Google with a valid tax exemption certifcate authorized by the
appropriate taxing authority. If You are required by law to withhold any Taxes
from Your payments to Google, You must provide Google with an ofcial tax
receipt or other appropriate documentation to support such payments. You must comply
with any and all applicable tax laws, including the reporting and payment of
any taxes arising in connection with Your use of, or the purchase of
Applications through, the Service. The reporting and payment of any such
applicable taxes are Your responsibility.
f. Third-Party Fees. You may incur access or data fees
from third parties (such as Your Internet provider or mobile carrier) in
connection with Your use of Applications and Service. You are responsible for
all such fees.
g. All Sales Final. Except as expressly set forth
in this Agreement or the Refund Policy, all sales are fnal, and no returns,
replacements, or refunds are permitted. If a replacement, return, or refund is
granted for any transaction, the transaction may be reversed, and You may no
longer be able to access the Application that You acquired through that
transaction. Your rights to withdraw, cancel, or return purchases and get a
refund are set out in these terms and the Refund Policy.
6. RIGHTS AND RESTRICTIONS
a. License
to Use. Google grants to You a worldwide, non-sublicensable,
non-transferable, non-exclusive, limited license to use the Service during the
Term.
b. Security
Features. You may not attempt, nor assist, authorize, or encourage
others, to circumvent, disable, or defeat any of the security features or
components, such as digital rights management software or encryption, that
protect, obfuscate, or otherwise restrict access to the Service. If You violate
any security feature, You may incur civil or criminal liability
c. Proprietary
Notices. You may not remove any watermarks, labels, or other
legal or proprietary notices included in any Application, and You may not
attempt to modify any Applications obtained through the Service, including any
modifcation for the purpose of disguising or changing any indications of the
ownership or source of an Application.
d. Term.
This Agreement will commence on the Effective Date and will continue unless
terminated by either party in accordance with this Section.
e. Suspension and/or Termination. If Google becomes aware
of an End User's violation of the Google Play Terms of Service or Your
violation of this Agreement, then Google may suspend and/or terminate the End
User Account or the admin account, as may be applicable. If Google disables
access to all End User Accounts or the admin account, this will disable access
to the Service, including any Applications or account details that are stored
with the applicable account.
f. Termination for Breach. Either party may terminate
this Agreement if the other party is in material breach, or if the other party
materially breaches any provision of this Agreement and fails to remedy that
breach within 30 days after receipt of written notice thereof.
g. Termination for Convenience. Either party may
terminate this Agreement for its convenience at any time upon 60 days notice to
the other party; notice includes, but is not limited to, deletion of Your
account, unsubscribing from the Service, or unbinding Your account from Your
EMM provider.
h. Effect of Termination. If the Agreement is terminated,
then the license to use the Service and all other rights and licenses granted
by one party to the other, or any services provided by Google to You under this
Agreement, will cease immediately. Upon termination, Google will delete all of
Your data within 60 days. For clarity, on termination, Google will not be
obligated to refund You or any End User for any unused paid Service or
Applications.
7. SUPPORT SERVICES
a. Technical
Support. Google will use reasonable efforts to provide technical
support for Google-Supported Features to You. Requests for technical support
not related to the Google-Supported Features should be directed to Your EMM
provider. You may be required to supply support agents with a customer PIN made
available to You by Google to access technical support services. For the
avoidance of doubt, for Chrome OS Devices technical support services are
exclusively governed by Your applicable License Agreement for Chrome Device
Management for Work and Education.
8. MODIFICATIONS
a. Modifcations
to the Service. Google may make commercially reasonable changes to the
Service from time to time. If Google makes material changes to the Service,
Google will inform You via email.
b. Modifcations
to this Agreement. Google may make changes to this
Agreement from time to time. If Google makes a material change to this
Agreement, Google will inform You. Any changes will become effective, and will
be deemed accepted by You: (i) immediately for new accounts, or (ii) for
pre-existing accounts, on the date specifed in the notice, which will be no
sooner than 30 days after the changes are posted (except changes required by
law which will be effective immediately). If You do not agree with the
modifcations to the Agreement, You must terminate Your use of the Service,
which will be Your sole and exclusive remedy. You agree that Your continued use
of the Service constitutes Your agreement to the modifed terms of this
Agreement.
9. CONFIDENTIALITY; PUBLICITY
a. Confdentiality.
The recipient of Confdential Information will not disclose it, except to
afliates, 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 confdential. The recipient will ensure that those
people and entities use the Confdential Information only to exercise rights and
fulfl obligations under this Agreement, and that they keep it confdential. The
recipient may also disclose Confdential Information when required by law after
giving reasonable notice to the discloser, if permitted by law.
b. Publicity.
Neither party may make any public statement regarding the relationship
contemplated by this Agreement without the other?s prior written approval.
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. As between the parties, Google, its licensors and/or its afliates
owns all intellectual property rights in the Service.
11. REPRESENTATIONS
Each party
represents that it has full power and authority to enter into the Agreement.
Each party warrants that it will comply with all applicable laws and
regulations applicable to its provision, or use, of the Service.
12. GENERAL PROVISIONS
a. Notices.
All notices of termination or breach must be in English, in writing and
addressed to the other party?s Legal Department. The address for notices to
Google?s Legal Department is legal-notices@google.com. All other notices must
be in English, in writing and addressed to the other party?s primary contact.
Notice will be treated as given on receipt, as verifed by written or automated
receipt or by electronic log (as applicable).
b. Assignment.
Neither party may assign any part of this Agreement without the written consent
of the other, except to an afliate where: (i) the assignee has agreed in
writing to be bound by the terms of this Agreement; (ii) the assigning party
remains liable for obligations under the Agreement if the assignee defaults on
them; and (iii) the assigning party has notifed the other party of the
assignment. Any other attempt to assign is void.
c. 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): (i) that party will give written notice to the other party within
30 days after the change of control; and (ii) the other party may immediately
terminate this Agreement any time between the change of control and 30 days
after it receives that written notice.
d. Conficting
Terms. If there is a confict between any term of this
Agreement, the Google Terms of Service, the Google Play Terms of Service, or
other terms referenced herein, the documents will control in the following
order: this Agreement, the Google Play Terms of Service, the Google Terms of
Service, the Google Privacy Policy, and any other terms located at a URL. If
this Agreement is translated into any other language, and there is a discrepancy
between the English text and the translated text, the English text will govern.
e. Force Majeure. Neither party will be liable for
failure or delay in performance to the extent caused by circumstances beyond
its reasonable control.
f. No Agency. This Agreement does not create any agency,
partnership, or joint venture between the parties.
g. 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.
h. 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.
i. No Third-Party Benefciaries. This Agreement does not
confer any benefts on any third party unless it expressly states that it does.
j. Equitable Relief. Nothing in this Agreement will limit
either party?s ability to seek equitable relief.
k. Compliance
with Applicable Law. Each party will comply with applicable law in the
fulfllment of its obligations hereunder. In addition, for clarity, as between
Google and You, You are responsible for the operation of Your business in
compliance with applicable law.
l. Governing
Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE
GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND
WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA
COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE
COURTS.
m. Survival. The following sections will survive
termination of this Agreement: 1 (Defnitions), 5 (Purchases, Fees, Payments),
6(h)(Effect of Termination), 9 (Confdentiality, Publicity), 10 (Intellectual
Property), 11 (Representations), and 12 (General Provisions).
n. Entire Agreement. This Agreement (including the terms
incorporated by reference) sets out all terms agreed between the parties and
supersedes all other agreements between the parties relating to its subject
matter. In entering into this Agreement, neither party has relied on, and neither
party will have any right or remedy based on, any statement, representation or
warranty (whether made negligently or innocently), except those expressly set
out in this Agreement.
March
23, 2021