Sign in

GOOGLE INC.

Google Site Search Agreement


This Google Site Search Agreement (the “Agreement”) is entered into by and between Google Inc., a Delaware corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”) and the entity agreeing to the terms herein (“Customer”). If you are in Australia, this service is provided by Google Australia Pty Limited. This Agreement will be effective as of the date you click the “I Accept” 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 click the “I Accept” button below. This Agreement governs Customer's access to and use of the Service (as defined below).


  1. Service.


    1. Description of Service. Custom Search assists You in providing customized Web search services on the Site (defined below) by utilizing the Google search engine. For purposes of the Agreement, “Site” shall mean the Web site or sites on which You place JavaScript or similar programming (“Code”) which renders the Google search box (or other means used by users of the Site (“End Users”) to enter a search query (“Query”) on the Site (“Search Box”). All Queries sent from the Site to Google shall comply with the technical specifications that Google may provide from time to time, and must originate from the Site. Google will receive Queries from You at Google’s network interface, process the Queries using Google’s search engine and display search results (“Results”) on a Results Page. For purposes of the Agreement, “Results Page” is defined as the Google hosted or controlled Web page that contains and displays to an End User the Results from the Service. The services provided pursuant to, and described by, this Agreement will hereinafter be referred to as the “Services.”

The Results displayed by the Service will be determined by some or all of the following: (a) the web sites over which the search is to be restricted or filtered, as provided by you in the Service; (b) labels created by You, or a community of which You are a member, through the Google Site Search service or other Service features that Google may make available from time to time as described in the Service documentation, which can be found at https://cse.google.com/docs/ or other URL that Google may make available from time to time at its sole discretion. Any new features that augment or enhance the current Service shall be subject to the Agreement.


    1. Your Obligations. You shall receive a Query from the End User and shall forward that Query to Google. You may not in any way frame or cache the Results produced by Google, except as otherwise agreed to between You and Google. Google will not be responsible for receiving Queries from End Users or for transmission of data between You and Google’s network interface. You shall be responsible for providing all hardware and software required to perform Your obligations under the Agreement, including but not limited to the following: (a) implementing and maintaining the Site, (b) implementing and maintaining the interface between the Site and the Service, and (c) receiving a Query from an End User and transmitting the Query to Google.


    1. Appropriate Conduct. You shall not, and shall not allow any third party to: (a) display any Results to any third parties other than End Users; (b) directly or indirectly access, launch and/or activate the Service through or from, or otherwise incorporate the Service in, any Web site or other means other than the Site, and then only to the extent expressly permitted herein; (c) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Service or access thereto (including, but not limited to Results, or any part, copy or derivative thereof); (d) enter into any arrangement or agreement under which any third party pays You fees, You pay any third party fees, or either shares in any revenue payments and/or royalties for any Results; (e) directly or indirectly generate queries, or impressions of or clicks on Results, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (f) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Service or any other Google technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (g) subject to Section 2.3 below, remove, deface, obscure, or alter Google’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Service or any other Google technology, software, materials and documentation; (h) “crawl", “spider", index or in any non-transitory manner store or cache information obtained from the Service (including, but not limited to, Results, or any part, copy or derivative thereof); (i) create or attempt to create a substitute or similar service or product through use of or access to any of the Service or proprietary information related thereto; and/or (j) engage in any action or practice that reflects poorly on Google or otherwise disparages or devalues Google’s reputation or goodwill. Further, the Site shall not contain any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, Service policies at the following URL which may be updated from time to time by Google https://cse.google.com/docs/tos.html, or any third party rights.


    1. Metadata Content. "Metadata Content" means (a) the metadata provided by You to Google pursuant to Your participation in the Service, including, but not limited to, labels and Your submitted associations between labels and URLs, (b) any text, data, images, and other content provided and/or authored by You in connection with Your profile page to be displayed to End Users, and (c) any Nickname(s) chosen by You, and (d) if You elect to so participate, any ratings, reviews and comments provided by You to Google pursuant to the Service; and any Updates thereto provided to Google by You. "Nickname(s)" means the name that you may select by which You and Your Metadata Content shall be identified to End Users; and Updates thereto. "Updates" means updates, refreshes, corrections and other modifications.


      1. License. Subject to the terms and conditions of this Agreement, You hereby grant to Google a irrevocable, perpetual, nonexclusive, worldwide and royalty-free right and license to (i) use, copy, modify, distribute, create derivative works based on and display (publicly or otherwise) the Metadata Content through the Google Services, and (ii) allow End Users to access and use the Metadata Content through the Google Services. 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. The license granted hereunder may not be sublicensed by Google, except to its Affiliates, its syndication partners or the syndication partners of any Google Affiliate and End Users in connection with their use of the Google Services. The parties agree that the license granted to Google hereunder shall survive expiration or termination of this Agreement.


      1. Reservation of Your Rights. Except for the license granted hereunder, You retain any right, title and interest in and to the Metadata Content. In addition, You retain all rights to all other content authored or owned by You, to the extent not otherwise licensed or transferred to Google pursuant to other agreements, to which such Metadata Content is attached or associated and used in connection with the Service.


      1. Reservation of Google Rights. Notwithstanding anything to the contrary, You understand and agrees that nothing in this Agreement will prevent or restrict Google from using data Google obtains from a source other than You under this Agreement. You acknowledge and agree that it will not have any right, title or interest in any information, content, or data used by Google in conjunction or association with the Metadata Content, and You shall not make any claim of ownership or interest in any such information, content, or data. Google and/or its licensors retain all right, title and interest in and to the Google Services, the Google Sites and all content or data forming part of or displayed as part of or through the Google Services or Google Sites other than the Metadata Content.


      1. Third Party Relations. You shall be responsible for accepting and responding to any communication, modification or removal requests initiated by a party that is listed in or otherwise has rights in the Metadata Content where such communication arises out of having its information on the Google Services and pertains to the Metadata Content.


      1. Display of Metadata Content. The rights granted to Google herein include the right to display portions of the Metadata Content on Google Services, Google Sites and Google syndication partner sites, and display any links to web page(s) on which such portions of the Metadata Content reside, all as determined by Google in its sole discretion; provided that, notwithstanding anything to the contrary, nothing in this Agreement obligates Google to make available to End Users any or all of the Metadata Content. Google will have the sole right to determine the placement and location of the selected Metadata Content through the Google Services. For the sake of clarity, each party retains sole discretion with respect to the look-and-feel, display and operation of its respective services and websites.


    1. Implementation of Custom Search. You shall implement Custom Search in a manner that: (a) conforms to the Custom Search Specifications provided by Google to You, if any; (b) conforms to Google’s brand treatment guidelines for Custom Search (the “CSE Brand Treatment Guidelines”) as updated by Google from time to time, the current version of which is located at https://cse.google.com/docs/branding.html (or other URL that Google may make available from time to time in its sole discretion); (c) conforms to the screenshots and specifications for Custom Search provided by Google from time to time; and (d) otherwise complies with the technical and implementation requirements provided by Google from time to time for Custom Search. You agree that Google’s brand treatment guidelines for WebSearch, the current version of which is located at http://www.google.com/wssynd/02brand.html, shall apply to Your implementation of Custom Search in addition to the CSE Brand Treatment Guidelines. If any terms of the WebSearch Brand Treatment Guidelines conflict with the terms of the CSE Brand Treatment Guidelines, the terms of CSE Brand Treatment Guidelines shall control.


    1. Restrictions.


      1. The number of search queries You are allowed for the Service per year is limited based upon the applicable SKU: (a) for a SKU with USD 100, you are limited to twenty thousand (20,000) queries per year; (b) for a SKU with USD 250, you are limited to fifty thousand (50,000) queries per year; (c) for a SKU with USD 750, you are limited to one hundred and fifty thousand (150,000) queries per year; (d) for a SKU with USD 2,000, you are limited to five hundred thousand (500,000) queries per year. If you exceed the foregoing limit, Google will provide you the option to upgrade to higher SKU with additional queries at an additional cost, or Google will terminate the Service.


      1. Non-Exclusivity. During the Term, if You provide non-Google search services on any Site, You will ensure that such non-Google search services cannot reasonably be confused with or mistaken for those provided by Google. You further understand that Google will provide the Service to You on a nonexclusive basis, and that Google will continue to customize and provide its services to other parties for use in connection with a variety of applications, including search engine applications. The Service is compatible with, and You may apply for, the Google Adsense program (www.google.com/adsense), subject to the Adsense Terms and Conditions.


  1. Proprietary Rights.


    1. Google Rights. For purposes of the Agreement, “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between You and Google, You acknowledge that Google owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Service (including Google’s search engine technology and Google Brand Features, and excluding items licensed by Google from third parties), and that You shall not acquire any right, title, or interest in or to the Service (including Google’s search engine technology and Google Brand Features), except as expressly set forth in the Agreement. AdWords, AdSense, GOOGLE, the “Google” logo, and other marks that incorporate the word GOOGLE and PAGERANK, are trademarks of Google.


    1. Brand Feature License. For purposes of the Agreement, “Brand Features” shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. Google hereby grants to You a nontransferable, nonsublicenseable, nonexclusive license during the Term to display Google’s Brand Features for the purpose of promoting or advertising that You use the Service and for the purpose of fulfilling Your obligations under Section 2.3 below. You hereby grant to Google a nontransferable, nonexclusive license during the Term to use Your Brand Features to advertise that You are using the Service. Any use of the Google Brand Features is subject to the Google Brand Features Guidelines, currently available at https://cse.google.com/docs/branding.html. Google may modify the Google Brand Features or the Google Brand Features Guidelines from time to time and Google will post such notice on the Google Web site. You agree that Your respective products and/or services that are associated with Google’s Brand Features shall meet the same general level of quality as is provided by Google in connection with Google’s own Brand Features. Except as set forth in this Section 2.2, nothing in the Agreement shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party’s Brand Features. All use by You of Google’s Brand Features (including any goodwill associated therewith) shall inure to the benefit of Google. At no time during or after the Term shall You challenge or assist others to challenge the Brand Features of Google (except to the extent such restriction is prohibited by law) or the registration thereof by Google, nor shall You attempt to register any Brand Features (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Google.


    1. Attribution. Branding the Search Box with the Google Brand Features will be optional. If Customer chooses to co-brand with Google Brand Features, the Search Box shall conspicuously display a graphic (available at https://cse.google.com/docs/branding.html) that indicates that the Service is provided by Google. The graphic shall link to the Google site located at https://cse.google.com or such other address as Google may designate from time to time during the Term.


    1. Digital Millennium Copyright Act. It is Google’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For directions and more information, please see http://www.google.com/dmca.html.


    1. Use of Your Brand Features in Google Materials. To the extent applicable, Google may include Your Brand Features in presentations, marketing materials, and customer lists (which includes, without limitation, customer lists posted on Google’s websites and screen shots of the Services). Upon Your request, Google will furnish You with a sample of such usage. Without Google’s prior approval, You shall not issue a press release, or any public announcement involving Google Brand Features, concerning Your participation in the Service pursuant to this Agreement.


    1. Information Rights and Privacy. Google and its wholly owned subsidiaries may retain and use, subject to the terms of its Privacy Policy (located at http://www.google.com/privacy.html, or such other URL as Google may provide from time to time), information collected in Your use of the Service. You understand and agree that Google may access, preserve, and disclose Your personal information and the contents of Your account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Google, its affiliates or the public. Personal information collected by Google may be stored and processed in the United States or any other country in which Google or its agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country.


  1. Support. In consideration of Your payment to Google of the fees described herein, Google shall provide technical support services (“TSS”) to You for the Term. All TSS shall be provided in accordance with the Google Site Search Technical Support Services Guidelines, located at the following URL: https://support.google.com/enterprise/doc/gss/terms/gss_tssg_online.html, in effect at the time such services are ordered (“TSSG”). Google reserves the right to make changes to the TSSG from time to time, provided that any such change does not materially adversely impact You.


  1. Confidential Information. A party (the “Discloser”) may disclose to the other party (the “Recipient”) information that the Discloser considers to be confidential and at the time of disclosure is clearly identified as confidential and/or proprietary (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall be deemed to include the Product in any embodiment, the terms and conditions of this Agreement (including pricing), and Google’s technical and business information relating to research and development, future product specifications, engineering processes and methodologies, costs, and marketing and future business plans. You acknowledge that the source and object code of the Software remains a confidential trade secret of Google and/or its licensors and that You are not entitled to review either the object code or the source code of the Software for any reason at any time. Recipient shall not disclose or cause to be disclosed any Confidential Information of Discloser, except (i) to those employees on a need-to-know basis; (ii) to agents, advisors, representatives, or contractors of the parties who require access to the Confidential Information to perform under this Agreement or to advise Recipient in connection therewith, and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to Recipient (such employees referred to in subsection (i) above and third parties referred to in this subsection shall collectively be referred to as “Authorized Personnel”); or, (iii) as needed to comply with a court order, subpoena, or other government demand (provided that Recipient first notifies Discloser and gives Discloser the opportunity to challenge such court order, subpoena, or government demand). Furthermore, Recipient agrees to be responsible for any act and/or omission of any Authorized Personnel in breach of this Section. Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication to any unauthorized third parties. A party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of Recipient; (b) was in the Recipient’s lawful possession prior to the disclosure and was not obtained by Recipient either directly or indirectly from the Discloser; (c) is lawfully disclosed to the Recipient by a third party without restriction on Recipient’s disclosure, and where Recipient was not aware that the information was the confidential information of Discloser; or (d) is independently developed by the Recipient without violation of this Agreement. Results, analyses or other information generated in benchmarking and/or performance testing of the Product shall be Confidential Information of both parties and shall, at the request of Google, be provided to Google. Each party acknowledges that damages for improper disclosure of Confidential Information may be inadequate; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section.


  1. Warranties and Disclaimer.


    1. Google Disclaimer of Warranties. Except as specified in this section, all express or implied conditions, representations and warranties, including any implied warranty of merchantability or fitness for a particular purpose or non-infringement and any implied warranty arising from course of performance, course of dealing or usage of trade, are hereby disclaimed except to the extent that these disclaimers are held to be legally invalid. Google makes no warranties or representations with respect to any third party software provided as part of, or in connection with, THE SERVICES. In addition, Google expressly disclaims any warranty or representation to any person other than Customer with respect to Product or any part thereof. GOOGLE MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING ANY INCLUSION OF CONTENT OR REGARDING THE FREQUENCY ANY CONTENT WILL BE CRAWLED AND/OR MANAGED IN OUR INDEXES. GOOGLE DOES NOT WARRANT THAT THE GOOGLE SERVICE AND BRAND FEATURES WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SERVICE. GOOGLE MAKES NO WARRANTY THAT CUSTOM SEARCH ENGINE WILL INCLUDE ALL DOMAINS SPECIFIED BY YOU. UNDER NO CIRCUMSTANCES SHALL GOOGLE BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE THOUSAND DOLLARS ($1000.00).


    1. Your Warranties. You warrant that: (1) all information provided by You to Google in connection with the Service is true and accurate; (2) You have full power and authority to enter into the Agreement; (3) Your Brand Features, Content (defined as all editorial, text, graphic, audiovisual, and other content that is served to End Users of the Site and that is not provided by Google), or Site do not (a) infringe any Intellectual Property Rights of any third party, (b) constitute defamation, libel or obscenity, (c) result in any consumer fraud, product liability, breach of contract to which You are a party or cause injury to any third party, (d) promote violence or contain hate speech, (e) violate any applicable law, statute, ordinance, or regulations, or (f) contain adult content or promote illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age; (4) You will seek all necessary governmental approvals required to effectuate the Agreement; and (5) You shall perform all of Your obligations under the Agreement in accordance with applicable laws.


  1. Indemnification. You will indemnify, defend, and hold Google harmless from any third party lawsuit or proceeding brought against Google based upon a claim that would constitute a breach of any warranty, representation or covenant made by You under the Agreement, including but not limited to any third party lawsuit or proceeding brought against Google based upon a claim that the Content, Site, or Your Brand Features infringe any copyright, trade secret or trademark of the third party. Your indemnification will include (1) all attorneys’ fees and costs associated with the defense of such a claim, (2) all damages and costs finally awarded, and (3) the full cost of any settlement entered into by You. Google shall (1) notify You of any such claim, (2) provide You with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (to the extent requested by You), and (3) give You full control and sole authority over the defense and settlement of such claim. You will not enter into any settlement or compromise of any such claim without Google’s prior consent, which shall not be unreasonably withheld.

  2. Limitation of Liability. GOOGLE SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE TERMS OF USE OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY THEORY OF LIABILITY INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE GOOGLE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY. THIS LIMITATION SHALL APPLY EVEN IF GOOGLE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THE TERMS OF USE. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
    EXCLUSIONS MAY NOT APPLY TO YOU.

  3. Term and Termination.


    1. Term. The term of the Agreement and of the license granted herein shall be for a twelve month period (the “Term”), commencing on the Effective Date, unless terminated for as set forth herein.


    1. Termination. Without prejudice to any right and remedy set forth in this Agreement and/or at law or in equity, either party may, by written notice of default to the other party terminate this Agreement, in whole or in part: (a) if the other party materially breaches this Agreement, and the breaching party does not cure such material breach within thirty (30) calendar days after receipt of written notice of such breach; or (b) immediately following the failure to resolve the suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by or against the other party, appointment of a trustee or receiver for either party’s property or business, or any assignment, reorganization or arrangement by either party for the benefit of its creditors. Google may immediately terminate this Agreement, in whole or in part, if (i) Customer is in breach of the license restrictions, Section 2 (Proprietary Rights) or Section 4 (Confidentiality Information); or (ii) Customer is in material breach of this Agreement more than twice notwithstanding any cure of such breaches.


    1. Rejection of Application. Google shall have the right, in its sole discretion, to reject any request to use the Service at any time and for any reason, and such rejection shall render null and void the Agreement between You and Google. Google shall not be liable to You for damages of any sort resulting from its decision to reject such a request.


    1. Effect of Termination. Upon the termination of the Agreement for any reason (i) all license rights granted herein shall terminate and (ii) You shall immediately stop your use of the Service and delete any and all Google Brand Features from the Site.


    1. Survival. In the event of any termination or expiration of the Agreement for any reason, Sections 1, 2, 4, 5, 6, 7, 8, and 9 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Agreement in accordance with its terms.


    1. Remedies. You acknowledge that Your breach of service/license restrictions contained herein may cause irreparable harm to Google, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which Google may be legally entitled, Google shall have the right to seek immediate injunctive relief in the event of a breach of such sections by You or any of Your officers, employees, consultants or other agents.


  1. Miscellaneous. Each party will comply with all laws, rules and regulations, if any, applicable to it in connection with the performance of its obligations under the Agreement. All notices will be in English and in writing and (a) if sent to You: to the address You may have previously indicated and (b) if sent to Google to: Google Inc., Attn: Legal Department, 1600 Amphitheatre Parkway, Mountain View, CA 94043. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail. You will not assign or otherwise transfer Your rights or delegate Your obligations under the Agreement, in whole or in part, without the prior written consent of Google; and any attempt to do so will be null and void. Any assignment or other transfer of rights or delegation by You shall not operate to relieve You of Your responsibilities under this Agreement. You will require Your assignees, transferees, or delegates to agree, in writing, to the terms and conditions of this Agreement. This Agreement and any claim or dispute of whatever nature arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of California and applicable federal U.S laws, without giving effect to any choice of law principles that would require the application of the laws of a different state. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. Any amendments or modifications to the Agreement must (i) be in writing; (ii) refer to the Agreement; and (iii) be executed by an authorized representative of each party. The failure to require performance of any provision will not affect a party’s right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions will remain in full force and effect. The parties hereto are and will remain independent contractors and nothing herein will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party. Neither party will be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. The Agreement is not intended to benefit, nor will it be deemed to give rise to, any rights in any third party. The Agreement will be binding on and inure to the benefit of each of the parties and their respective successors and assigns. THE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE TERMS OF USE SUPERSEDE, AND THE TERMS OF THE TERMS OF USE GOVERN, ANY OTHER PRIOR OR COLLATERAL AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER HEREOF.

  2. Authority and Agreement to be Bound. You represent and warrant that: (i) You have the power and authority to accept and to bind You to this Agreement; (ii) You have read and understands this Agreement; and (iii) You hereby agree to this Agreement.


2007 Google