Loading...
HomeMy WebLinkAboutResolution 214-R-26 Approval of Google Workspace Enterprise Plus Licensing with Daston Corporation - Year 3 of 3 Year Agreement (1) (2) 09/14/2026 214-R-26 A RESOLUTION Authorizing the City Manager to Execute an Agreement with Daston Corporation for the Purchase of Google Workspace Enterprise Licensing WHEREAS, the object of the purchase is to acquire Google Workspace Enterpise user licenses as software tools and WHEREAS, the Evanston City Council believes entering into an Agreement with Daston Corporation. is in the best interests of the citizens of Evanston, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: That the City Manager is hereby authorized and directed to sign, and the City Clerk is hereby authorized and directed to attest on behalf of the City of Evanston, an Agreement between the City and Daston Corporation. SECTION 2: That the City Manager is hereby authorized and directed to negotiate any terms of an Agreement as may be determined to be in the best interests of the City. SECTION 3: That this Resolution shall be in full force and effect from and after its passage, approval, and publication in the manner provided by law. Page 1 of 17 Attest: ______________________________ Stephanie Mendoza, City Clerk Adopted: __________________, 20__ Approved as to form: ______________________________ Alexandra B. Ruggie, Corporation Counsel 214-R-26 _____________________________ Daniel Biss, Mayor Page 2 of 17 September 14 26 Daston Corporation 19 E Market St # LL01 Leesburg VA 20176-3004 United States Estimate Date 7/24/2024 Estimate # 4068-ES Bill To Ms. Maleka Sumar City of Evanston 2100 Ridge Avenue 1st Floor Room 1600 Evanston IL 60201 United States Quote Expires 8/24/2024 Contact Information Adam Ulan SVP Google Business Daston Corporation, an award winning Google Premier Partner Cell: 703-963-5036 (Primary) Memo: Google Workspace Enterprise Plus and Archived User licenses for cityofevanston.org. 3 Year Contract Commit. PoP: 9/27/2024-9/26/2027. Approval__________________________ Date______________ Item Google - Workspace Enterprise Plus Google - Workspace Archived User Qty 1,200 1,500 Description Google Workspace Enterprise Plus: New/Renewal Year 1 of 3 Google - GAPPS-ENT-PLUS-1USER-12MO Start Date: 09/27/2024 End Date: 09/26/2025 Type: Renewal 3+ Product: Enterprise Plus Customer Domain Name: cityofevanston.org Google Workspace Enterprise Plus; Archived User: New/Renewal Year 1 of 3 Google - GAPPS-AU-ENT-PLUS-1USER12MO Start Date: 09/27/2024 End Date: 09/26/2025 Type: Renewal 3+ Product: Archived User Customer Domain Name: cityofevanston.org Rate 172.80 38.64 Amount 207,360.00 57,960.00 Page 1 of 3 Daston is a SBA approved small HUBZone and Woman Owned Business. For verification see SAM.GOVPage 3 of 17 Daston Corporation 19 E Market St # LL01 Leesburg VA 20176-3004 United States Page 2 of 3 Estimate Date 7/24/2024 Estimate # 4068-ES Item Google - Workspace Enterprise Plus Google - Workspace Archived User Google - Workspace Enterprise Plus Google - Workspace Archived User Qty 1,200 1,500 1,200 1,500 Description Google Workspace Enterprise Plus: New/Renewal Year 2 of 3 Google - GAPPS-ENT-PLUS-1USER-12MO Start Date: 09/27/2025 End Date: 09/26/2026 Type: Renewal 3+ Product: Enterprise Plus Customer Domain Name: cityofevanston.org Google Workspace Enterprise Plus; Archived User: New/Renewal Year 2 of 3 Google - GAPPS-AU-ENT-PLUS-1USER12MO Start Date: 09/27/2025 End Date: 09/26/2026 Type: Renewal 3+ Product: Archived User Customer Domain Name: cityofevanston.org Google Workspace Enterprise Plus: New/Renewal Year 3 of 3 Google - GAPPS-ENT-PLUS-1USER-12MO Start Date: 09/27/2026 End Date: 09/26/2027 Type: Renewal 3+ Product: Enterprise Plus Customer Domain Name: cityofevanston.org Google Workspace Enterprise Plus; Archived User: New/Renewal Year 3 of 3 Google - GAPPS-AU-ENT-PLUS-1USER12MO Start Date: 09/27/2026 Rate 172.80 38.64 172.80 38.64 Amount 207,360.00 57,960.00 207,360.00 57,960.00 Page 4 of 17 Daston Corporation 19 E Market St # LL01 Leesburg VA 20176-3004 United States Page 3 of 3 Estimate Date 7/24/2024 Estimate # 4068-ES Item Qty Description End Date: 09/26/2027 Type: Renewal 3+ Product: Archived User Customer Domain Name: cityofevanston.org Annual Billing Terms Multi-Year order for 3 Years (2024-2027) Customer accepts Google flow down terms and is responsible for end user acceptance. Google Workspace https://static.carahsoft.com/concrete/files/6116/6981/5 856/US_Public_Sector_CMA_flowdowns_10.17.22_-_ Workspace.pdf Google Workspace BAA (to be accepted through Admin Console): https://workspace.google.com/terms/2015/1/hipaa_baa. html FedRAMP Moderate and FedRAMP High platforms have controls that restrict Transport Layer Security (TLS) 1.0 and TLS 1.1 at the domain level. Rate Amount Total $795,960.00 Page 5 of 17 Google Cloud Master Agreement – Public Sector This Google Cloud Master Agreement is comprised of the Google Cloud Master Agreement General Terms (“General Terms”), and all Services Schedules that are incorporated by reference into the Google Cloud Master Agreement (collectively, the “Agreement”). Google Cloud Master Agreement General Terms 1.Services. After the Customer and Reseller and/or Distributor complete and execute an Order Form incorporating this Agreement, Google will provide the Services specified in the Order Form in accordance with the Agreement, including the SLAs, and Customer and its End Users may use the Services in accordance with the Services Schedule. 2.Customer Obligations. 2.1 Consents. Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) Google’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement. 2.2 Compliance. Customer will (a) ensure that Customer and its End Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized access or use of the Services, and (c) promptly notify Google of any unauthorized use of, or access to, the Services of which Customer becomes aware. 2.3 Use Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) sell, resell, sublicense, transfer, or distribute the Services; or (c) access or use the Services (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breaches, or causes the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA with Google (if approved), or an executed HIPAA BAA with Google’s Reseller or Distributor. 3.RESERVED. 4.Intellectual Property. 4.1 Intellectual Property Rights. Except as expressly described in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or Intellectual Property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data and Customer Applications, and Google retains all Intellectual Property Rights in the Services and Software. 4.2 Feedback. At its option, Customer may provide feedback and suggestions about the Services to Google (“Feedback”). If Customer provides Feedback, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer. 5.Confidentiality. DMS Template ID: 5105795 (v2.7) ~ pg. 1 Page 6 of 17 5.1 Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party’s Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Information. Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party’s Confidential Information (a) to its Delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 5 (Confidentiality); (b) with the Disclosing Party’s written consent; or (c) subject to Section 5.2 (Legal Process), as strictly necessary to comply with Legal Process. 5.2 Legal Process. If the Recipient receives Legal Process for the Disclosing Party’s Confidential Information, the Recipient will: (a) promptly notify the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so; (b) attempt to redirect the third party to request it from the Disclosing Party directly; (c) comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information; and (d) use commercially reasonable efforts to object to, or limit or modify, any Legal Process that the Recipient reasonably determines is overbroad, disproportionate, incompatible with applicable law, or otherwise unlawful. To facilitate the request in (b), the Recipient may provide the Disclosing Party’s basic contact information to the third party. Google acknowledges that the Customer may be subject to and must comply with the Freedom of Information Act (FOIA) or similar Open Records/Sunshine law. 6.Marketing and Publicity. Customer may state publicly that it is a Google customer and display Google Brand Features in accordance with the Trademark Guidelines. Google may use Customer's name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. 7.RESERVED. 8.Disclaimer. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, Google (a) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) makes no representation about content or information accessible through the Services. 9.Indemnification. 9.1 Google Indemnification Obligations. Google will defend Customer and its Covered Affiliates, and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the Google Indemnified Materials used in accordance with the Agreement infringe the third party’s Intellectual Property Rights. 9.2 Customer Indemnification Obligations. Subject to applicable federal or state law, and without waiving sovereign immunity, Customer will defend Google and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Indemnified Materials or (b) Customer’s or an End User’s use of the Services in breach of the AUP or the Use Restrictions. This section will not apply if the Customer is prohibited from agreeing to any vendor indemnification requirement. 9.3 Indemnification Exclusions. Sections 9.1 (Google Indemnification Obligations) and 9.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement or (b) a combination of the Google Indemnified Materials or Customer Indemnified Materials (as applicable) with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement. 9.4 Indemnification Conditions. Sections 9.1 (Google Indemnification Obligations) and 9.2 (Customer Indemnification Obligations) are conditioned on the following: DMS Template ID: 5105795 (v2.7) ~ pg. 2 Page 7 of 17 (a)Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 9.1 (Google Indemnification Obligations) or 9.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice. (b)Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. 9.5 Remedies. (a)If Google reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense, (i) procure the right for Customer to continue using the Services, (ii) modify the Services to make them non-infringing without materially reducing their functionality, or (iii) replace the Services with a non-infringing, functionally equivalent alternative. (b)If Google does not believe the remedies in Section 9.5(a) are commercially reasonable, then Google may Suspend or terminate the impacted Services. If Google terminates Services under this Section 9.5 (Remedies), then upon Customer request (i) Google will refund to Customer any unused prepaid Fees that Customer paid to Google for use of the terminated Services, and (ii) if Customer has made financial commitments in an Order Form or addendum to the Agreement, then Google will agree to amend such commitments proportional to Customer’s spend on the terminated Services in the year preceding the termination of the Services. For Federal Entities, if Google does not believe the remedies in Section 9.5(a) are commercially reasonable, the parties recognize that the provisions of 28 U.S.C.§ 1498 will apply to the resolution of any patent or copyright claim made by the patent or copyright owner. 9.6 Sole Rights and Obligations. Without affecting either party’s termination or Suspension rights, this Section 9 (Indemnification) states the parties’ sole and exclusive remedy under the Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 9 (Indemnification). 10.Liability. 10.1 Limited Liabilities. (a)To the extent permitted by applicable law and subject to Section 10.2 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (i)indirect, consequential, special, incidental, or punitive damages or (ii)lost revenues, profits, savings, or goodwill. (b)Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid under the applicable Services Schedule during the 12 month period before the event giving rise to Liability. 10.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for: (a) death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents; (b) its fraud or fraudulent misrepresentation; DMS Template ID: 5105795 (v2.7) ~ pg. 3 Page 8 of 17 (c) its obligations under Section 9 (Indemnification); (d) its infringement of the other party’s Intellectual Property Rights; (e) its payment obligations under the Agreement; or (f) matters for which liability cannot be excluded or limited under applicable law. 11.Term and Termination. 11.1 Agreement Term. The Agreement, unless it expires or terminates according to the Reseller Agreement or Distributor Agreement, will remain in effect for the contract period as described in the applicable Reseller Agreement or Distributor Agreement (the “Term”). 11.2 Termination for Convenience. Subject to any financial commitments in an Order Form or addendum to the Agreement, Customer may terminate the Agreement or an Order Form for convenience with 30 days’ prior written notice to Reseller or Distributor. 11.3 RESERVED. 11.4 Effects of Termination. If the Agreement terminates, then all Services Schedules and Order Forms also terminate. If an Order Form terminates or expires, then after that Order Form’s termination or expiration effective date, (a) all rights and access to the Services under that Order Form will terminate (including access to Customer Data, if applicable), unless otherwise described in the applicable Services Schedule, and (b) Reseller or Distributor will send Customer a final invoice (if applicable) for payment obligations under that Order Form. Termination or expiration of one Order Form will not affect other Order Forms. 11.5 Survival. The following Sections will survive expiration or termination of the Agreement: Section 4 (Intellectual Property), Section 5 (Confidentiality), Section 8 (Disclaimer), Section 9 (Indemnification), Section 10 (Liability), Section 11 (Term and Termination), Section 12 (Miscellaneous), Section 13 (Definitions), and any additional sections specified in the applicable Services Schedule. 12.Miscellaneous. 12.1 Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Google must be sent to legal-notices@google.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term. 12.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement. 12.3 RESERVED. 12.4 RESERVED. 12.5 Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war. 12.6 Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations. 12.7 No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties. 12.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement. DMS Template ID: 5105795 (v2.7) ~ pg. 4 Page 9 of 17 12.9 Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. 12.10 No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does. 12.11 Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief. 12.12 RESERVED. 12.13 Amendments. Except as specifically described otherwise in the Agreement, any amendment to the Agreement must be in writing, expressly state that it is amending the Agreement, and be signed by Customer and Reseller. 12.14 Independent Development. Nothing in the Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of the Agreement, provided that the party does not breach its obligations under the Agreement in doing so. 12.15 RESERVED. 12.16 Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order (of decreasing precedence): the Data Processing and Security Terms or Data Processing Amendment (as applicable), the applicable Services Schedule, the General Terms, and the other URL Terms. 12.17 Conflicting Languages. If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will control. 12.18 RESERVED. 12.19 RESERVED. 12.20 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement. 13.Definitions. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. “AUP” means Google’s acceptable use policy as defined in the applicable Services Schedule (if applicable). “BAA” or “Business Associate Agreement” is an amendment to the Customer’s Reseller Agreement or Distributor Agreement, or an executed HIPAA BAA with Google (if approved) covering the handling of Protected Health Information (as defined in HIPAA). “Brand Features” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features. DMS Template ID: 5105795 (v2.7) ~ pg. 5 Page 10 of 17 “Confidential Information” means information that one party or its Affiliate (“Disclosing Party”) discloses to the other party (“Recipient”) under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is Customer’s Confidential Information. Confidential Information does not include information that is independently developed by the Recipient, is shared with the Recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the Recipient. “Control” means control of greater than 50% of the voting rights or equity interests of a party. “Covered Affiliate” has the meaning described in the Services Schedule (if applicable). “Customer” means the party executing an Order Form with a Reseller for Google Services as described in the Agreement. “Customer Application” has the meaning described in the Services Schedule (if applicable). “Customer Data” has the meaning described in the Services Schedule (if applicable). “Customer Indemnified Materials” has the meaning described in the applicable Services Schedule. “Delegates” means the Recipient’s employees, Affiliates, agents, or professional advisors. “Distributor” means an entity authorized by Google to distribute the Services to a Reseller for resale to federal, state, or local government entities of the United States (or representatives of such entities). “Distributor Agreement” means, if applicable, the separate agreement between Customer and Distributor regarding the Services. The Distributor Agreement is independent of and outside the scope of these Terms. “Effective Date” means the date of the last party’s signature of the General Terms (or other applicable ordering document that incorporates the General Terms). “End User” or “Customer End User” has the meaning described in the Services Schedule (if applicable). “Export Control Laws” means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State. “Fees” means the product of the amount of Services or Software used or ordered by Customer multiplied by the Prices, plus any applicable Taxes. Fees will be described in the Customer’s Reseller Agreement or Distributor Agreement. “Google Indemnified Materials” has the meaning described in the applicable Services Schedule. “High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry). “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it. “including” means including but not limited to. “Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party, and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction. DMS Template ID: 5105795 (v2.7) ~ pg. 6 Page 11 of 17 “Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right. “Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world. “Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process. “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties. “Notification Email Address” has the meaning described in the applicable Services Schedule. “Order Form” has the meaning described in the applicable Services Schedule. “Order Term” means the period of time starting on the Services Start Date for the Services and continuing for the period indicated on the Order Form unless terminated in accordance with the Agreement. “Prices” has the meaning described in the applicable Reseller Agreement or Distributor Agreement. “Reseller Agreement” means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of This Agreement. “Reseller” means, if applicable, the authorized non-Affiliate third party reseller that sells Google Services through a Distributor to Customer. “Service Level Agreement” or “SLA” has the meaning described in the Services Schedule (if applicable). “Services” has the meaning described in the applicable Services Schedule. “Services Schedule(s)” means a schedule to the Agreement with terms that apply only to the services and software (if applicable) described in that schedule. “Services Start Date” means either the start date described in the Order Form or, in the absence of any such date, the date Google makes the Services available to Customer. “Software” has the meaning described in the Services Schedule (if applicable). “Suspend” or “Suspension” means disabling or limiting access to or use of the Services or components of the Services. “Taxes” means all government-imposed taxes, except for taxes based on Google’s net income, net worth, asset value, property value, or employment. “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding). “Trademark Guidelines” means Google’s Brand Terms and Conditions described at https://www.google.com/permissions/trademark/brand-terms.html. “URL” means a uniform resource locator address to a site on the internet. “URL Terms” has the meaning described in the Services Schedule (if applicable). DMS Template ID: 5105795 (v2.7) ~ pg. 7 Page 12 of 17 “Use Restrictions” means the restrictions in Section 2.3 (Use Restrictions) of these General Terms and any additional restrictions on the use of Services described in a section entitled “Additional Use Restrictions” in the applicable Services Schedule. DMS Template ID: 5105795 (v2.7) ~ pg. 8 Page 13 of 17 Google Cloud Master Agreement Google Workspace Services Schedule This Google Workspace Services Schedule (the “Services Schedule”) supplements and is incorporated by reference into the Google Cloud Master Agreement. This Services Schedule applies solely to the services described in this Services Schedule and is effective for the Term of the Agreement. Terms defined in the General Terms apply to this Services Schedule. 1.Using the Services. 1.1 Admin Console. Google will provide Customer access to the Admin Console through which Customer may manage its use of the Services. Customer may specify one or more Administrators through the Admin Console who will have the right to access Admin Accounts. Customer is responsible for (a) maintaining the confidentiality and security of the End User Accounts and associated passwords and (b) any use of the End User Accounts. Customer agrees that Google’s responsibilities do not extend to the internal management or administration of the Services for Customer. 1.2 Additional Use Restrictions. Unless otherwise permitted in the Google Workspace Service Specific Terms, Customer will not use, and will not allow End Users to use, the Services to place or receive emergency services calls. 1.3 Adding End User Accounts During Order Term. Customer may purchase additional End User Accounts during an Order Term by means of an additional Order Form or Reseller Order or by ordering via the Admin Console. Such additional End User Accounts will have a pro-rated term ending on the last day of the applicable Order Term. 2.Data Processing and Security. 2.1 Data Processing Amendment. The Data Processing Amendment is incorporated by reference into this Services Schedule. 3.Additional Payment Terms. 3.1 Usage and Invoicing. Customer will pay all Fees for the Services and such payment will be made pursuant to the Reseller Agreement or Distributor Agreement. Google’s measurement tools will be used to determine Customer’s usage of the Services. Unless otherwise provided in the Agreement or required by law, Fees for Services are nonrefundable. 3.2 RESERVED. 4.Updates to Services and Terms. 4.1 Changes to Services. (a)Limitations on Changes. Google may update the Services, provided the updates do not result in a material reduction of the performance or security of the Services. (b) Discontinuance. Google will notify Customer at least 12 months before discontinuing any Core Service (or associated material functionality), and at least 36 months for any Key Service (or associated material functionality), in each case unless Google replaces such discontinued Service or functionality with a materially similar Service or functionality. (c) Support. Google will continue to provide product and security updates, and Technical Support Services, until the conclusion of the applicable notice period under subsection (b) (Discontinuance). 4.2 Changes to Terms. Google may update the URL Terms, provided the updates do not (a) result in a DMS Template ID: 5105795 (v2.7) ~ pg. 1 Page 14 of 17 material reduction of the security of the Services, (b) expand the scope of or remove any restrictions on Google’s processing of Customer Data as described in the Data Processing Amendment, or (c) have a material adverse impact on Customer’s rights under the URL Terms. Google will notify Customer of any material updates to URL Terms. 4.3 Permitted Changes. Sections 4.1 (Changes to Services) and 4.2 (Changes to Terms) do not limit Google’s ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to new or pre-general availability Services, offerings, or functionality. 5.Temporary Suspension. 5.1 Services Suspension. Google may Suspend Services if (a) necessary to comply with law or protect the Services or Google’s infrastructure supporting the Services or (b) Customer or any End User’s use of the Services does not comply with the AUP, and it is not cured following notice from Google. For Suspensions of End User Accounts, Google will provide Customer’s Administrator the ability to restore End User Accounts in certain circumstances. 5.2 Limitations on Services Suspensions. If Google Suspends Services, then (a) Google will provide Customer notice of the cause for Suspension without undue delay, to the extent legally permitted, and (b) the Suspension will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension. 6.Technical Support. Google will provide Google Workspace Technical Support Services to Customer during the Order Term in accordance with the Google Workspace Technical Support Services Guidelines. 7.Additional Customer Responsibilities. 7.1 Customer Domain Name Ownership. Customer is responsible for obtaining and maintaining any rights necessary for Customer’s and Google’s use of the Customer Domain Names under the Agreement. Before providing the Services, Google may require that Customer verify that Customer owns or controls the Customer Domain Names. If Customer does not own or control the Customer Domain Names, then Google will have no obligation to provide the Services to Customer. 7.2 Abuse Monitoring. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Names, but Google may monitor emails sent to these aliases to allow Google to identify Services abuse. 8.Using Brand Features Within the Services. Google will display only those Customer Brand Features that Customer authorizes Google to display by uploading them into the Services. Google will display those Customer Brand Features within designated areas of the web pages displaying the Services to End Users. Customer may specify the nature of this use in the Admin Console. Google may also display Google Brand Features on such web pages to indicate that the Services are provided by Google. 9.Additional Products. Google makes optional Additional Products available to Customer and its End Users. Customer’s use of Additional Products is subject to the Additional Product Terms. 10.RESERVED. 11.Termination of Previous Agreements. If Google and Customer have previously entered into another agreement under which Customer uses the Services, then that agreement will terminate on the Services Start Date, and the Agreement will govern the provision and use of the Services going forward. DMS Template ID: 5105795 (v2.7) ~ pg. 2 Page 15 of 17 12. Additional Definitions. “Additional Products” means products, services, and applications that are not part of the Services but may be accessible for use in conjunction with the Services. “Additional Product Terms” means the then-current terms at https://workspace.google.com/intl/en/terms/additional_services.html. “Admin Account” means a type of End User Account that Customer (or Reseller, if applicable) may use to administer the Services. “Admin Console” means the online console(s) or dashboard provided by Google to Customer for administering (a) the Services and (b) the services set out in a Complementary Product Services Summary (if applicable). “Administrator” means Customer-designated personnel who administer the Services to End Users on Customer’s behalf, and have the ability to access Customer End User Accounts. Such access includes the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts. “AUP” means the then-current acceptable use policy for the Services described at https://workspace.google.com/terms/use_policy.html. “Complementary Product Services Summary” has the meaning given in the Data Processing Amendment. “Core Services” means the then-current “Core Services” as described in the Services Summary at https://workspace.google.com/terms/user_features.html, excluding any Third-Party Offerings. “Covered Affiliate” means an Affiliate using the Services under Customer’s Account. “Customer Data” means data submitted, stored, sent, or received via the Services by Customer or its End Users. “Customer Domain Name” means a domain name specified in the Order Form or Reseller Order to be used in connection with the Services. “Customer Indemnified Materials” means Customer Data and Customer Brand Features. “Data Processing Amendment” means the then-current terms describing data protection and processing obligations with respect to Customer Data, as described at https://gsuite.google.com/terms/dpa_terms.html. “End User” or “Customer End User” means an individual that Customer permits to use the Services. For clarity, End Users may include employees of Customer Affiliates and other authorized third parties. “End User Account” means a Google-hosted account established by Customer through the Services for an End User to use the Services. “GDPR” has the meaning given to it in the Data Processing Amendment. “Google Indemnified Materials” means the Services and Google’s Brand Features. “Google Workspace Service Specific Terms” means the then-current terms specific to one or more Services described at https://workspace.google.com/terms/service-terms/. “Google Workspace Technical Support Services” or “TSS” means the technical support service provided by Google to Customer under the Google Workspace Technical Support Services Guidelines. DMS Template ID: 5105795 (v2.7) ~ pg. 3 Page 16 of 17 “Google Workspace Technical Support Services Guidelines” or “TSS Guidelines” means the then-current Google Workspace support service guidelines described at https://workspace.google.com/terms/tssg.html. “Key Services” means Gmail, Google Calendar, Google Docs, Google Sheets, Google Slides, Google Drive, Google Chat, Google Meet, and Google Forms. “Notification Email Address” means the email address(es) designated by Customer in the Admin Console. “Order Form” means an order form issued by Google, Reseller or Distributor and executed by Customer and issuer specifying the Services Google will provide to Customer under this Services Schedule. “Other Services” means the then-current “Other Services” as described in the Services Summary at https://gsuite.google.com/terms/user_features.html, excluding any Third-Party Offerings. “Personal Data” has the meaning given to it in the Data Processing Amendment. “Prices” means the applicable prices described in the applicable Reseller Agreement or Distributor Agreement. “Reseller” means, if applicable, the authorized unaffiliated third-party reseller that sells the Services to Customer. “Reseller Agreement” means, if applicable, the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of the Agreement. “Reseller Fees” means the fees (if any) for Services used or ordered by Customer as agreed in a Reseller Agreement, plus any applicable Taxes. “Reseller Order” means, if applicable, an order form issued by a Reseller and executed by Customer and the Reseller specifying the Services Customer is ordering from the Reseller. “Services” means the then-current Core Services and Other Services described at https://workspace.google.com/terms/user_features.html. “SLA” means the then-current service level agreement described at https://gsuite.google.com/terms/sla.html. “Third-Party Offerings” means third-party services, software, products, and other offerings that are not incorporated into the Services. “URL Terms” means the AUP, Data Processing Amendment, Google Workspace Service Specific Terms, Google Workspace Technical Support Services Guidelines, and SLAs. DMS Template ID: 5105795 (v2.7) ~ pg. 4 Page 17 of 17