BY COMPLETING THE REGISTRATION FOR A NEW GOOGLE BUSINESS GROUP, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
13 March 2012 These Terms and Conditions (“Terms”) form a legal agreement between you (“You”, “Your” and “Yours” shall be construed accordingly) and Google Ireland Limited (“Google”), which govern Your use of the GBG Services (defined below) and Your activities in Your capacity as GBG Manager (as defined below). Please review the entirety of these Terms before You decide whether to accept them and continue with the registration process.
Google has the right to change these Terms from time to time. If You do not accept any updated Terms You must stop using any GBG Services and terminate the GBG by following the procedure set out below at clause 7.
You acknowledge and agree that Your use of the GBG Services and the activities carried out by You in Your capacity as GBG Manager or in connection with the GBG are at all times subject to these Terms.
In addition to these Terms, the Google Terms of Service (“General Google Terms of Service”), apply to Your use of the GBG Services. If any conflict arises between the General Google Terms of Service and these Terms relating to Your use of the GBG Services or Your GBG Manager Activities, these Terms will apply to the extent necessary to resolve any such conflict.
1. Certain Defined Terms
The following defined terms appear in these Terms:
- Event: A gathering of individuals at the GBG Location in connection with the GBG for the purpose of discussing Google’s products and services.
- GBG: The Google Business Group identified on Your New GBG Application.
- GBG Brand: GBG, Google Business Groups and such other brands as Google may communicate to You from time to time.
- GBG Location: The physical location which shall host the Events in connection with the GBG from time to time.
- GBG Manager: Your status as the organizer and administrator of the GBG.
- GBG Manager Obligations: As described below, in clause 6.
- GBG Materials: Any materials that may be provided to You by Google in connection with these Terms, including but not limited to any and all decorations, equipment, clothing, stickers, posters and electronic images.
- GBG Services: any services provided to You by Google in connection with the GBG, including, but not limited to access to promotional materials, resources and information relating to Google Business Groups, information on Google Business Groups around the world, Google’s business products and services and the GBG Materials.
- GBG Site: The Google Business Group website.
- New GBG Application: means the application form You need to complete in order to create a new Google Business Group and is located at www.google.com/programs/gbg/.
- Quarter: Each consecutive three month period in a given calendar year, being: January - March, April - June, July - September and October - December.
2. GBG Services
Subject to Your acceptance of these Terms, Google may, at its sole discretion grant You access to certain GBG Services to be used only in connection with the GBG. The form and nature of the GBG Services that Google provides may change from time to time without prior notice to you and may be withdrawn at any time without prior notice to you. Google may require you to provide additional information or to fulfill other criteria to receive certain GBG Services.
3. The GBG
Once Your New GBG Application has been received by Google, the proposed GBG will go through Google’s approvals process based on the information You have provided, the (“Incubation Phase”). During the Incubation Phase You must create a Google +Page for the GBG, organize and administer no less than three (3) Events with a minimum of 5 attendees and receive positive feedback on such Events from those attendees. Google will notify You by email if and when the GBG has completed the Incubation Phase. Google will determine whether the GBG has an “active” or “inactive” status from time to time. If the GBG is inactive for 2 consecutive Quarters it will be terminated by Google. You can check the status of the GBG at any time by going to the GBG Site.
4. Requirements for Registration
In order to use the GBG Services, You must complete all required fields in the New GBG Application, hold a valid email account and carry out the GBG Manager Obligations set out in paragraph 6 below.
You must provide and maintain current, complete and accurate information. Google may require You to provide additional information as a condition of continued use of the GBG Services, or to assist in determining whether to permit You to continue to act as a GBG Manager. Google, may in its sole discretion, refuse to approve any New GBG Application.
By agreeing to these Terms, You represent that:
- You are 18 years old or older;
- You are capable of entering into a legally binding agreement with Google; and
- You have read and fully understand these Terms.
5. Your Relationship with Google
For the purposes of these Terms, You are acting solely as an independent contractor and have no power or authority to act in the name of, on behalf of, as an agent of or represent yourself as endorsed by Google. You acknowledge and agree that You will not be paid any fees, disbursements, expenses, commission or any other type of disbursement or payment (including but not limited to, Internet connection charges, marketing expenses or travel expenses) for Your performance of the obligations set out in these Terms.
You warrant that You will not perform any obligations set out in these Terms as a Google employee, and nothing in these Terms will create an agency, partnership or joint venture or the relationship of employer or employee between Google and You. In particular, these Terms do not create any obligation on Google to provide work for You or for You to work for Google.
6. GBG Manager Obligations
By agreeing to these Terms, You must:
- share aggregated attendance figures and attendee feedback as soon as possible after each and every Event with Your point of contact at Google. If Google requests any other information relating to the GBG, You must provide such information as soon as possible.
- generally promote the GBG within Your territory; however any and all promotional activities and/or materials must be approved by Your point of contact at Google prior to their implementation and/or use. To obtain Google’s approval, contact Google by following the contact details set out on the GBG Site. You must request and obtain Google’s prior written approval before making any public announcement including any press releases, concerning or related to the existence or content of these Terms.
- must organize and administer no less than one Event, with a minimum of 10 attendees every Quarter to ensure that the GBG retains an “active” status.
7. Termination by You
You can terminate Your agreement with Google at any time by contacting Google by using the contact details set out at www.google.com/landing/gbg. You may also recommend an alternative GBG Manager by contacting Google in the same way.
8. Suspension and Termination by Google
Google may, in its sole discretion (without liability to You or any third party), suspend or terminate these Terms, the GBG, Your access to any GBG Services and/or any Events for any reason, including due to the GBG’s inactivity for a period of 6 months, Your violation of these Terms or for not carrying out any of the GBG Manager Obligations. If Google suspends or terminates these Terms, the GBG, Your access to any GBG Services and/or any Events, Google will notify You by electronic mail to Your email address and may remove information relating to the GBG on the GBG Site.
Google may decline to provide You with or access to any GBG Services and may refuse future access to any GBG Services by You (or Your relatives or known acquaintances or if a business entity, Your parent, affiliates or subsidiaries or Your or their successors).
You acknowledge that, without limiting the generality of these Terms, Google may be compelled by law to terminate these Terms or decline Your access to the GBG Services if there are reasonable grounds to suspect that You are or may be using the GBG, any GBG Services, the GBG Location and/or any Events in connection with any criminal or fraudulent activity.
You acknowledge that where the GBG, Your use of any GBG Services, the GBG Location and/or any Events is determined by a competent judicial authority as being used in connection with the proceeds of any criminal or any money laundering activities, Google may be required by law to terminate these Terms.
Termination of these Terms will not affect Your rights or obligations under these Terms arising before or after such termination and You will remain liable for arranging the return of any GBG Materials and any other obligations You have incurred.
Termination of the GBG Service (whether by You or by Google) will not affect Your use of other Google products and services unless those are otherwise terminated by You or Google.
9. Consequences of Termination
Upon the termination of these Terms for any reason:
- a. The GBG will no longer exist and You shall no longer be entitled to organize any Events in connection with the GBG. If You have organized an Event that has not yet taken place at the time of termination, You must cancel the Event. Any and all costs relating to any cancellation shall be Your sole responsibility.
- b. You will be denied access to any GBG Services.
- c. You must (upon Google’s request) return all GBG Materials (at Your own expense) to such location as Google may reasonably determine and communicate to You in writing (including email).
- d. All licences granted to You by Google under these Terms shall terminate and You will cease all use of the GBG Brand Features.
- e. You will remove any GBG Brand Features from any materials in Your possession and remove them from the GBG Location (if applicable).
- f. You will stop any and all promotional activities relating to the GBG.
10. Use of Your data
11. The GBG Brand Features
Upon Google’s approval of the GBG in accordance with clause 3 and subject to Your continued adherence to these Terms, Google grants You a non-exclusive, revocable, non-sub-licensable licence to use the GBG Brand solely for the purpose of promoting and marketing the GBG, provided that (i) all advertising, promotional and marketing material which features the GBG Brand Features has been approved by Google in writing (including by email) before its publication or use; (ii) such material is used only in the form and contexts approved by Google and subject always to the Google brand guidelines, which are available at https://www.google.com/permissions/guidelines.html (or such other URL or brand usage guidelines as Google may provide from time to time); and (iii) You shall not modify, amend or add to the content or format of any of the GBG Brand Features in any way unless authorised to do so by Your point of contact at Google.
Nothing in these Terms shall be deemed to vest in You any legal or beneficial right in the ownership of GBG Brand Features all of which shall at all times remain the exclusive property of Google. All use by You of the GBG Brand Features (including any goodwill associated with that use) will inure to the benefit of Google.
12. Modification of these Terms
Google has the right, in its sole discretion, to change, modify, or amend any part of these Terms at any time by notifying You of the change by e-mail to Your e-mail address, or otherwise communicating the notification to You.
In the case of notification by e-mail, the changes will become effective, and will be accepted by You if You continue to use any GBG Services or carry out any activities in connection with the GBG after recieving the notification. In the case of other methods, the changes will become effective aand will be accepted by You if You continue to use any GBG Services or carry out any activities in connection with the GBG after recieving the notification.
If You do not agree with any modification to these Terms, Your sole and exclusive remedy is to terminate these Terms (which You can do at any time as set out above at clause 7).
13. GBG Disputes
If You have a dispute with any third party with respect to Your GBG activities, You must resolve that dispute directly with such third party, without the involvement of Google. You agree that Google will not be obliged to adduce evidence in any civil or criminal proceedings relating to the GBG or in connection with these Terms unless officially summoned by a court of competent jurisdiction.
14. No Endorsement of GBG Events
Google does not endorse, and will not be responsible for the safety, quality, accuracy, reliability, integrity or legality of any aspect of, or any matter relating to the GBG Location or any aspect of any Events.
15. Disclaimer of Warranties
Except as set out in these Terms, to the extent permitted by law, all warranties, conditions and other terms implied by statute or common law are, excluded from these Terms.
Google and its affiliates do not represent or warrant to You that:
- Your use of the GBG Services will meet Your requirements;
- Your use of the GBG Services will be uninterrupted, timely, secure or free from error; and
- Any information obtained by You as a result of Your use of the GBG Service will be accurate or reliable.
Google reserves the right to change, suspend or discontinue any aspect of any GBG Services at any time, including hours of operation or availability of any GBG Service functionality, without notice. Google reserves the right to impose limits on Your activities as GBG Manager and/or restrict access to parts or all of the GBG Services without notice. Google may decline to recognise any GBG without prior notice to You.
You may only use the GBG in accordance with these Terms. You may not use the GBG or the GBG Services for any fraudulent activity or in any other manner not authorized by these Terms.
16. Limitations of Liability; Force Majeure
- (a) Nothing in these Terms shall limit or exclude either party’s liability:
- for death or personal injury resulting from its negligence or the negligence of its employees or agents;
- for fraud or fraudulent misrepresentation (“Fraud”);
- for defective products under the Consumer Protection Act 1987; or
- (b) Subject to clause 16(a) above, Google and its affiliates will not be liable to You whether in contract or tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of anticipated savings, or any indirect, or consequential loss arising under or in connection with these Terms.
- (c) Subject to clause 16(a) and 16(b) above, Google’s total aggregate liability to You under these Terms whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to €25,000.
- (d) Subject to clause 16(a), above, neither party shall have any liability for any failure or delay resulting from any event or condition beyond the reasonable control of such party, including governmental action or acts of terrorism, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, earthquake, fire, flood or any natural disasters, compliance with any law or governmental order, rule, regulation or direction, default of suppliers or subcontractors or Internet disturbances.
18. Jurisdiction; Governing Law
These Terms and any dispute (contractual or non-contractual) concerning these Terms or its subject matter or formation (a “Dispute”) is/are governed by English law.
Any Dispute shall be referred to and finally resolved by arbitration under the rules of the LCIA, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitration shall be English.
This paragraph 18 shall be without prejudice to the right of either party to apply to any court of competent jurisdiction for emergency, interim or injunctive relief (together "Interim Relief"). Except where You have Your registered office, residential address or principal place of business in Russia or Ukraine, such Interim Relief shall be subject to review and subsequent adjudication by the arbitral tribunal such that any dispute in respect of Interim Relief shall be determined by the arbitral tribunal.
Notices to Google may be made by mail to:
Google Ireland Limited
You may not assign these Terms or any rights or obligations hereunder without Google’s prior written approval. Google reserves the right to assign these Terms and the rights and obligations set out here to any third party by giving You notice.
21. Other Provisions
Failure or delay in exercising any right or remedy under these Terms shall not constitute a waiver of such (or any other) right or remedy.
The invalidity, illegality or unenforceability of any term (or part of a term) of these Terms shall not affect the continuation in force of the remainder of the term (if any) and these Terms.
Subject to clause 16(a) of these Terms, these Terms constitute the entire agreement between Google and You with respect to the GBG, any GBG Services, the GBG Location and/or any Events.
Except as expressly stated otherwise, nothing in these Terms shall create or confer any rights or other benefits in favour of any person other than the parties to these Terms.