Google Workspace Referral Programme Agreement
This Google Workspace Referral Programme Agreement
('Agreement') is entered into by Google Asia Pacific Pte.
Ltd. (Co. Reg. No. 200817984R) ('Google') and the referring
party executing this Agreement ('Participant'). This
Agreement governs the Participant’s participation in the Google Workspace for
Business Referral Programme described herein (the
'Programme). 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 the Participant and Google as of the date
the Participant electronically accepts this Agreement.
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Definitions
- 'Custom URL' means the unique URL or Domains Widget to be provided by
Google to the Participant and which will correlate Eligible Referrals
submitted by the Participant to the Participant’s Programme 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.
- 'Eligible Referral' means an eligible 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 may be updated by Google from time
to time.
- 'Incentives' means redeemable coupons, promotional codes or other
incentives for use by the Participant in promoting and marketing the
Services under this Agreement.
- 'Ineligible Referrals' means government-controlled entities and any
of their employees, political parties and candidates, Services customers
of resellers and any other individuals or entities already in Google’s
systems.
- 'Participant' means a member of the Programme 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-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, provided at https://referworkspace.app.goo.gl/program-guide-en-GB
- 'Referral' is a new customer lead for Services submitted by the
Participant, via its Custom URL, to Google.
- 'Referral Fees' means the fees to be paid by Google to the
Participant for Eligible Referrals that result in a Valid Transaction in
a given country within the Territory. Referral Fees are designated at the
following URL (or such alternative URL as Google may designate):
https://workspace.google.com/landing/partners/referral/countries.html.
- 'Resource Portal' means the website provided by Google to the
Participant containing Programme resource tools and information.
- 'Territory' is limited to the geographic regions listed under 'Asia
Pacific' 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 the
payment of Referral Fees, in accordance with section 7.1.
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Programme overview. In compliance with
this Agreement, the Participant will promote the Services only to
Eligible Referrals located in the Territory. The Participant will not
market the Services to any Ineligible Referrals. Google will provide the
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 the Participant in accordance with the
restrictions and guidelines in this Agreement. As applicable, and subject
to the requirements herein, the 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 the
Participant’s Custom URL to qualify for Referral Fees.
Google may elect to create an applicable Programme Guide which may
include updates regarding applicable Referral Fees, Incentives and other
relevant Programme details. The terms of any such Programme Guide are
made part of this Agreement and will control over any conflicting term in
the body of this Agreement.
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Distribution of the 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 the Participant
with the Custom URL and any applicable Incentives. All marketing material
(including, without limitation, the text of email distributions, if any)
must be (i) strictly consistent with any Programme instructions provided by
Google and (ii) compliant with the terms and conditions of this Agreement
and all applicable marketing, privacy and data protection laws and
governmental regulations. Any email 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, the Participant will block the distribution
of the Custom URL and Incentives to parties as Google designates, at its
sole discretion, consistent with applicable laws.
- Compliance. In addition to the other legal requirements in this
Agreement, the Participant expressly agrees to comply with the following:
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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 organisations and
political parties. Furthermore, the Participant will not make any
facilitation payments, which are payments to induce officials to
perform routine functions that they are otherwise obliged to perform.
If the Participant becomes aware of suspicious, illegal or fraudulent
activity occurring in relation to this Agreement, the 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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Export control laws The Participant will
comply with all applicable export controls, including, but not limited
to, the United States Department of Commerce's Export Administration
Regulations and sanctions programmes administered by the United States
Treasury Department's Office of Foreign Assets Control.
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Acceptable Use policy. The 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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Certification. By submitting a Referral
to Google, the Participant represents, warrants and certifies to Google
that each such submission will be: (i) reasonably made in good faith as
an Eligible Referral, (ii) comply with all applicable laws and
governmental regulations, including, without limitation, as described
above and (iii) the Participant is not otherwise restricted from
providing the Referral to Google or acting as a Participant in the
Programme.
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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 Programme, 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 the Participant’s participation in
the Programme in its entirety. If Google provides the Participant with an
updated Custom URL or Incentives (and applicable terms and conditions), the
Participant agrees to begin using them and will be subject to such updated
versions no later than 30 days after receiving them.
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Brand Features. Each party will own all
right, title and interest to trade names, trademarks, service marks,
logos and domain names that 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
the Participant a non-exclusive and non-sublicensable licence during the
Term to display Google’s Brand Features only to the extent that Brand
Features are provided by Google for use with the Programme 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/guidelines.html, as such
URL may be updated from time to time by Google.
Subject to the terms and conditions of the Agreement, the Participant
grants to Google a non-exclusive and non-sublicensable licence during the
Term to display the Participant’s Brand Features solely for the purpose
of marketing the Programme or as otherwise mutually agreed upon (email
permitted).
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Payment
- 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). The
Referral Fee and relevant currency of the Referral Fee will be
determined based on the country that the Participant is located in.
Referral Fees may also differ based on the location of 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 the
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 the Participant’s period of
participation in the Programme. Google may, at its sole option,
prospectively increase or decrease Referral Fee amounts by providing
written notice (email/electronic communication permitted) to the
Participant or updating this Agreement and/or any applicable Programme
Guide. Google reserves the right, at its sole discretion, not to pay
any Referral Fees to the Participant where Google determines that the
Participant’s actions are not consistent with the intent of this
Programme.
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Incentives. Google may elect to provide
the 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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Payment process. In order for the
Participant to receive any Referral Fees, the 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 the Participant the Referral Fees in the form of an electronic
funds transfer to the banking account as indicated by the Participant
via the Programme registration process and completion of the required
vendor payment form. Additional payment terms may need to be accepted
by the Participant for the payment of Referrals Fees to the
Participant’s banking account. Referral fees will be issued to the
Participant on a monthly basis. All amounts referenced or payable
under this Agreement are in the currency reflected on:
https://workspace.google.com/landing/partners/referral/countries.html,
unless Google notifies otherwise.
The Participant is solely responsible for ensuring that its account
information is accurate and current. Google will not be responsible
for any payments not received due to the Participant failing to
provide accurate and complete account information for payment.
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Taxes. The Participant is responsible
for all taxes (if any) associated with the referrals, other than taxes
based on Google’s net income. All Referral Fee payments to the
Participant from Google in relation to the referrals will be treated as
inclusive of tax (if applicable) and will not be adjusted. If Google is
obligated to withhold any taxes from its payments to the Participant,
Google will notify the Participant of this and will make the payments
net of the withheld amounts. Google will provide the Participant with
original or certified copies of tax payments (or other sufficient
evidence of tax payments) if any of these payments are made by Google.
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Restrictions. The Participant will not, and
will not allow any third party to: (a) 'frame', minimise, remove or
otherwise inhibit the full and complete display of any Google web
page; (b) cause any hyperlinks to web pages on the Google website to
create a new browser window; or (c) otherwise display Google web pages or
Brand Features in a distorted or diluted fashion.
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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
expiry of this Agreement, all licences 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, the 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.
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Confidentiality. The Participant may not
disclose the terms, conditions or existence of any non-public aspect of the
Programme to any third party, except to its professional advisors under a
strict duty of confidentiality, or as necessary to comply with law.
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Disclaimers; limitation of liability. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAKES NO AND
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR
NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY
PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMME AND CUSTOM
URL IS PROVIDED 'AS IS' AND AT THE 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,
LOSSES OR EXPENSES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR
SHOULD KNOW THAT SUCH DAMAGES, LOSSES OR EXPENSES 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.
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Indemnification. The Participant will
defend, indemnify and hold harmless Google, its agents, affiliates and
licensors from any third-party claim or liability arising out of: (a) the
Participant’s participation in the Programme; (b) the Participant’s
website(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) the Participant’s breach of the Agreement.
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Representations and warranties. The
Participant warrants that (a) the Participant will use all information
provided by Google (including without limitation the Google Brand Features)
in a manner that complies with applicable law, (b) the 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) the Participant will conduct all activities in
furtherance of this Agreement in accordance with applicable law (and) (d)
the Participant will comply, on a continuing basis, with applicable laws,
legal duties and contractual and other legal obligations to its customers
in respect of any Incentives or Referral Fees it receives under this
Agreement, including without limitation any obligation to disclose the
receipt of payments and/or pass any portion to its customers.
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Assignment. No party may assign any part of
this Agreement without the written consent of the other, except that Google
may assign to an affiliate where: (a) the assignee has agreed in writing to
be bound by the terms of this Agreement; (b) the assigning party remains
liable for obligations under the Agreement if the assignee defaults on
them; and (c) the assigning party has notified the other party of the
assignment. Any other attempt to assign is void.
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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. The
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. This
Agreement is governed by Californian law, excluding California’s choice of
law rules. ALL CLAIMS ARISING OUT OF 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. 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 expiry 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).