As of the Effective Date, You shall be authorized to use the Products in accordance with the terms of this Agreement. This right to use shall be automatically renewed each month, subject to Your full compliance with this Agreement.
You shall obtain and maintain any consents necessary to perform Your obligations under this Agreement.
You should not disclose information that is confidential, sensitive or that would be considered personal information of an individual (unless You have received the necessary consents). You consent to disclose Your contact information and other relevant information to Google and to receive from Google any marketing information related to Google’s services, events and any special offers by email, post, or telephone. You may unsubscribe from receiving further marketing communications from Google at any time by following the instructions in the communications received. You understand Google will handle Your information in accordance with the Google Processing and Security Terms.
You shall obtain all necessary consents under any applicable law, to allow Google to collect, process, and use any personal data transferred by You to Google in connection to this Agreement, or in relation to the business relationship between You, Us and Google, or for marketing and providing services to You, provided that for the GDPR purposes, You state and confirm that Google can act as a “Processor” of Your data, and We may act as the “Controller” of any such data.
You acknowledge and consent that if Your account/ projects are inactive for more than Sixty (60) Days, We and/or Google may remove Your account/project upon Thirty (30) days advance written notice.
You hereby grant Us Your consent to utilize and process Your information for any need and activity in connection with this Agreement, including use of Your address for delivering mail and any other notifications in connection to this Agreement. You hereby authorize Us to deliver to Google Your contact details and consent that Google may contact You directly.
You shall not disclose, directly or through a third party, the results of any comparative or compatibility testing, benchmarking or evaluation.
We will not be responsible, nor any of Our affiliates, for any damage that may be resulted from the execution of this Agreement, data center malfunctions or due to violation by You or any third party of any applicable law.
You hereby acknowledge that the Company is not making any representations, warranties, or guarantees to You with respect to the Products and that the Company is not an agent or representative of Google.
You shall not, directly or indirectly, solicit, hire, engage, accept business from, endeavor to entice away from the Company or otherwise interfere with the relationship of the Company with, any person who is, or was within the One (1) Year period preceding the termination of this Agreement, an employee, officer, director, consultant or contractor of the Company.
All benefits granted by Us to You are to be used within the limited timeframe declared by Us. Benefits cannot be carried forward. We may update the benefits at any time, by providing You with Seven (7) Days prior written notice.
You shall maintain books, records and accounts related to Your activities and payments and which are sufficient to verify Your compliance with the Google Agreements for a period of Two (2) Years after expiry/ termination of this Agreement.
You are forbidden from reselling the Products.
You will not engage in, and will not solicit, accept, or maintain relations with any third party who engages in, illegal or deceptive trade practices or any other behavior prohibited by the Google Agreements.
You and any third party under Your control, shall not use the Products to create, develop, train, or improve (directly or indirectly) a substantially similar product or service, including any other machine translation engine.
You will defend, indemnify, and hold harmless Google, Us, Our and their affiliates and licensors, and each of Our and their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning: (a) Your use of the Products (including any activities under Your Google account and use by Your employees and/or personnel); or (b) breach of this Agreement or violation of any applicable law by You. You will reimburse Google and/or Us for reasonable attorneys’ fees, as well as Our and/or Google’s employees’ and contractors’ time and materials spent responding to any third-party notice, subpoena/ summons or other compulsory legal order or process associated with third party claims described in this Section above at Our and/or Google then-current hourly rates.
THE PRODUCTS ARE PROVIDED TO YOU BY US AND/OR GOOGLE “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE ,GOOGLE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF SERVICE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, DIRECTLY OR INDIRECTLY, REGARDING THE PRODUCTS OR ANY THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PRODUCTS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE BE LOST OR ALTERED.
WE AND GOOGLE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, REPUTATION, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE, GOOGLE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE PRODUCTS, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE PRODUCTS AS PER THE TERMS OF THIS AGREEMENT OR GOOGLE AGREEMENTS , (II) OUR DISCONTINUATION OF ANY OR ALL OF THE PRODUCTS DUE TO DISCONTIUATION BY GOOGLE, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PRODUCTS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE PRODUCTS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, GOOGLE’, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE. REGARDLESS OF THE ABOVE, YOU ARE ONLY ELIGIBLE TO RECEIVE THOSE REMEDIES SET OUT UNDER THE GOOGLE PST PLATFORM AND YOU MUST REQUEST SUCH REMEDIES DIRECTLY FROM US. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You may not assign or transfer your rights and obligations under this Agreement without Our prior written consent. Any attempted or actual assignment by You, without Our prior written consent, shall be null and void.
Governing Law. The Agreement shall be governed by the laws of India and the exclusive courts in City of Pune shall have sole jurisdiction over this Agreement, provided that any dispute related to the Google Agreements shall be resolved under the terms of the Google Agreements.
Changes in Ownership. In the event of a merger and acquisition (M&A), We may, upon written notice to You and without obtaining Your consent, assign and delegate this Agreement, including all of Our rights, performances, duties, liabilities and obligations contained herein, to a third party in which case the assignee assumes Our stead and We are irrevocably released from all performances, duties, liabilities and obligations contained herein.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of this Agreement shall continue to remain in full force and effect.
Entire Agreement. This Agreement together with the Annexures annexed hereunder constitutes the entire agreement between You and Us concerning the subject matter herein and supersedes all prior and contemporaneous negotiations and oral representations, agreements and statements between You and Us.
No waiver, concession, extension, representation, alteration, addition or derogation from this Agreement by Us will be effective unless consented to explicitly and executed in writing by Our authorized representative. Failure on Our part to demand performance of any provision in this Agreement shall not constitute a waiver of any of Our rights under this Agreement.
This Agreement does not create any agency, partnership, joint venture, employment or fiduciary relationship between You and Us. You and Us are independent contractors and this Agreement is executed on a “principal-to-principal” basis.
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