Google Customer Reviews Programme Agreement
This Google Customer Reviews Programme Agreement is entered into by and between Google LLC, organised in the state of Delaware, and the entity agreeing to these terms ("Merchant"). This agreement will be effective as of the date on which you tick the "I have read and agree to this Agreement" box and click the "Save and continue" button below (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these terms and conditions, (ii) that you have read and understand this agreement and (iii) that you agree, on behalf of the party that you represent, to this agreement. If you don't have the legal authority to bind, please do not tick the "I have read and agree to this Agreement" box or click the "Save and continue" button below. These terms may be updated from time to time. You should look at these terms regularly.
Google and Customer agree to the Google Ads Controller-Controller Data Protection Terms at https://privacy.google.com/businesses/controllerterms.
The parties agree as follows:
A. “Brand Features” means a party's trade names, trademarks, logos and other distinctive brand features.
B. “Confidential Information" means information disclosed by (or on behalf of) one party to the other party under (or in connection with) this agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party; but, Confidential Information does not include information that the recipient already knows, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.
C. “End Users" means individual human end users of a Site.
D. “Google" means Google Inc. and its affiliates.
F. “Merchant Content" means any content served to End Users that is not provided by Google.
G. “Services" means the technology and content provided by Google for inclusion in the Site(s) by Merchant in accordance with the Agreement of this agreement.
H. “Site(s)" means the website(s) located at the URL(s) indicated by the Merchant to Google from time to time, and approved by Google. The Merchant will notify Google of such URL(s) via the method(s) instructed by Google from time to time.
I. “Site Transaction" means any purchase of a product or service by an End User via the Site(s).
J. “Transaction Information" means the applicable information set forth in the Google Customer Reviews Programme Guidelines (as amended by Google from time to time) made available by Google. The Transaction Information will include (but is not limited to) the order details for each Site Transaction.
1. Launch and Implementation.
1.1. Following the Effective Date, the parties will work together in good faith to implement and launch the Services on the Site(s); however, neither party will be required to implement or launch the Services.
1.2. The Merchant will: (i) be the technical and editorial decision-maker in relation to each page of the Site(s) on which the Services are implemented; and (ii) have control over the way in which the Services are implemented on each of such pages.
1.3. The Merchant will ensure that the Services are implemented and maintained only on the Site(s), and only in accordance with the Google Customer Reviews Programme Guidelines and Policies (as amended by Google from time to time).
2. Merchant Obligations; Transaction Information.
2.1. The Merchant will not, and will not knowingly or negligently allow any third party to:
(a) modify, obscure or prevent the display of all or any part of the Services as provided by Google (including but not limited to any Google Brand Features included therein), except as necessary to incorporate into the Services any product descriptions, details, availability, pricing or other information requested by Google; or
(b) display on any Site any Merchant Content that violates or encourages conduct that would violate the Google Customer Reviews Programme Guidelines and Programme Policies (as amended by Google from time to time) or any other requirements or specifications applicable to the Services that are provided to Merchant by Google from time to time.
2.2. The Merchant will provide to Google the Transaction Information for each Site Transaction in accordance with the Google Customer Reviews Programme Guidelines (as amended by Google from time to time).
2.5. As between the Merchant and Google, the Merchant will be solely liable for any sales or other applicable tax(es) imposed by any tax authority in connection with each Site Transaction.
2.6. The Merchant will be responsible for obtaining consent from users before Google sends any email to users, using the template(s) provided by Google to the Merchant.
2.7. Google does not intend the Merchant's participation in the Programme to create obligations under the US Health Insurance Portability and Accountability Act, as amended, ("HIPAA"), and makes no representations that the Google Customer Reviews Programme satisfies HIPAA requirements. If you are (or become) a Covered Entity or Business Associate under HIPAA, you agree not to use the Google Customer Reviews Programme for any purpose or in any manner involving Protected Health Information unless you have received prior written consent to such use from Google.
3. Intellectual Property; Brand Features.
3.1. Except to the extent expressly stated otherwise in this agreement, neither party will acquire any right, title or interest in any intellectual property belonging to the other party, or to the other party's licensors.
3.2. Google may use and display Merchant Brand Features for purposes of marketing and promoting the Google Customer Reviews Programme and the Merchant's participation in the Google Customer Reviews Programme. Except as necessary for the implementation of the Services in accordance with Section 1, no licence or rights are granted under this agreement by Google to the Merchant with respect to Google Brand Features.
4. Representations and Warranties; Disclaimers; Indemnification.
4.1. Each party represents and warrants that: (a) it has full power and authority to enter into this agreement; and (b) entering into or performing under this agreement will not violate any agreement it has with a third party.
4.3. EXCEPT FOR THE EXPRESS WARRANTIES MADE BY THE PARTIES IN THIS SECTION 4, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
4.4. The Merchant will indemnify, defend and hold harmless Google from and against all liabilities, damages and costs (including settlement costs) arising out of: (1) Google's liability to any End User or any tax authority in respect of any Site Transaction; or (2) a third-party claim arising from or in connection with: (a) any Merchant Content, Site(s), Transaction Information or Merchant Brand Features; or (b) Merchant's breach of this agreement.
5. Limitations of Liability.
EXCEPT FOR (1) INDEMNITIES UNDER SECTION 4.4, AND (2) BREACHES OF CONFIDENTIALITY UNDER SECTION 6.1: (A) NEITHER PARTY WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED $10,000.
6. Confidentiality; Publicity.
6.1. The recipient of any Confidential Information will not disclose that Confidential Information, except to affiliates, employees and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under this agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure, in each case if permitted by law.
6.2. Except as set forth in this Agreement, neither party will issue any public statement regarding this agreement without the other party's prior written approval.
7. Withdrawal of Services.
Google may withdraw or terminate the Services at any time immediately at Google's sole discretion.
8. Term and Termination.
8.1. This agreement will begin on the Effective Date and remain in effect until terminated in accordance with its terms.
8.2. Either party may terminate this agreement for convenience immediately upon notice to the other party.
8.3. Upon termination of this agreement, if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party.
9.1. Compliance with Laws. Each party will comply with all applicable laws, rules and regulations in fulfilling its obligations and exercising its rights and performing its obligations under this agreement.
9.2. Notices. All notices will be in writing and addressed to the attention of the other party's Legal Department and primary point of contact. The email address for notices being sent to Google's Legal Department is firstname.lastname@example.org. 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.
9.3. Assignment; Consultants and Contractors. Neither party may assign or transfer any part of this agreement without the written consent of the other party, except to an affiliate but only if: (a) the assignee agrees in writing to be bound by the Agreement of this agreement, and (b) the assigning party remains liable for obligations under this agreement. Any other attempt to transfer or assign is void. Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Google.
9.4. Governing Law. This agreement is governed by California law, excluding California's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
9.5. Equitable Relief. Nothing in this agreement will limit either party's ability to seek equitable relief.
9.6. Entire Agreement; Amendments. This agreement is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendment must be in writing, signed by both parties and expressly state that it is amending this agreement.
9.7. No Waiver. Failure to enforce any provision will not constitute a waiver.
9.8. Severability. If any provision of this agreement is found to be unenforceable, the balance of this agreement will remain in full force and effect.
9.9. Survival. Sections 2.3, 2.5, 3.1, 4 to 6, 8.3 and 9 will survive any termination of this agreement.
9.10. Independent Contractors. The parties are independent contractors and this agreement does not create an agency, partnership or joint venture.
9.11. No Third Party Beneficiaries. There are no third-party beneficiaries to this agreement.
9.12. 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, labour dispute, governmental action and Internet disturbance) that was beyond the party's reasonable control.