Revision 1.4

PLEASE READ THIS DOCUMENT AND CAREFULLY CLICK “I ACCEPT” IN THE GOOGLE WORKSPACE MARKETPLACE TO CONTINUE TO USING GPANEL. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND DO NOT WISH TO DOWNLOAD OR USE THE SERVICES, CLICK “CANCEL” AND DO NOT PROCEED WITH USE OF THE SERVICES.

These Promevo gPanel Terms of Service (“Terms”) are entered into by and between Promevo, LLC, a Kentucky limited liability company, with offices at 1032 Madison Ave,  Suite 109, Covington, KY 41011 (“Promevo”) and the person or entity agreeing to these terms (“Customer,” “You,” “Your”). Customer’s use of the gPanel Services is subject to the terms of the Promevo Master Services Agreement (“MSA”) as well as the Google Workspace Terms of Service (“Google Workspace TOS“). Customer understands that Customer must agree to these Terms and the Google TOS prior to accessing or using the Promevo gPanel Services. Unless Promevo expressly agrees otherwise in writing, Customer must accept these Terms, with no alteration or amendment, prior to the Customer’s first log in to the Promevo gPanel Services. 

Effective Date.

These Terms are effective as of the earlier of (i) the date You click “I ACCEPT” online, through and Order Form, or downloaded instance of gPanel, or (ii) the date on which these Terms become incorporated by reference into any other contract or services agreement (“Effective Date”).

Legal Authority of Customer.

BY CLICKING “I ACCEPT” IN THE GOOGLE WORKSPACE MARKETPLACE OR ACCESSING ANY PART OF THE PROMEVO GPANEL SERVICES YOU REPRESENT THAT YOU: (I) HAVE FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS; (II) ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (III) HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS; AND (III) AGREE TO THESE TERMS ON BEHALF OF CUSTOMER AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY THESE TERMS.

Provision of Services.

Promevo Services. Subject to these Terms and the applicable Order Form (defined below), Promevo will provide Customer with the gPanel Services for the fees listed on the applicable Order Form.  “Promevo Services” means the product(s) specified in the applicable Order Form, but for clarity excludes non-Google or non-Promevo products or Web-based, mobile, offline or other software applications or services that Customer chooses to integrate with or use in connection with Promevo Services (“Third-Party Products”). “Order Form” means an order form or other similar document specifying the Services to be provided hereunder and the fees to be paid by Customer. “gPanel Services” means any gPanel software edition (“Software”) and services as described in the Order Form. “Services” means, collectively, the Promevo Services and the gPanel Services. 

Customer Access. Promevo will provide the Services to Customer from the Effective Date. Customer may access and administer the Services through their Google Workspace administrator account and password. Certain functionality with the Services may be made available to Customer for additional fees or under different terms, as noted on the Order Form. The Services are hosted on the Google App Engine, and available for purchase through the Google Workspace Marketplace.

Third-Party Service Providers. Promevo may provide some elements of the Services through third-party service providers to operate and integrate with gPanel and Your Google Workspace account, including, but not limited to, Google APIs, and the Google App Engine (and Datastore). Customer hereby acknowledges and consents to such use. You may not receive a notice when accessing other systems. Promevo may change or cancel the use of third party services and other systems used by the Services at any time. The use of third party service providers does not mean Promevo supports or warrants the third party service. PROMEVO IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.

• Trial Period. Promevo will make the gPanel Services available to You on a trial basis free of charge (“Trial Period”) until the earlier of (i) fourteen (14) days, or (ii) the start date of any purchased gPanel Services ordered by You. 

  Reseller Relationship. To the extent Promevo provides Google Services to Customer, Promevo will resell to Customer the Google Services (as defined below) for the number of users and duration specified in the Order Form, for the fees specified in the Order Form. Customer acknowledges that Promevo is an authorized Google Reseller, and the Google Services it is purchasing from Promevo are delivered by Google. “Google Services” means the applicable core services and other services provided by Google and used by Customer under these Terms, including but not limited to Google Workspace, Google Glass, Google Cloud, and Google Vault.

  Export Restrictions. 

  The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use. By downloading the Software, Customer agrees that Customer is solely responsible for complying with all United States export control regulations, including the Export Administration Regulations (“EAR”), and sanctions programs, including those administered by the United States Treasury Department’s Office of Foreign Assets Controls (“OFAC”), and all other applicable international trade regulations. Customer agrees that Customer will not download or use the Software without all required approvals in any proscribed destination (including Cuba, Iran, North Korea, Sudan, and Syria), on behalf of any proscribed entity or person, for any proscribed end use, or in any other manner contrary to these export regulations and sanctions programs. By downloading or using the Software, Customer represents and warrants to Promevo that Customer is not a proscribed end-user or utilizing this Software for a proscribed end use under these regulations. You may not remove or export from the United States or allow the export or re-export of any part of the Software or applicable documentation, if any, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation licensed in the Term are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.

  Government End Users. 

  If the Software and/or any related documentation are supplied to or installed by or on behalf of the United States Government, then the Software is deemed to be “commercial software” as defined in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for “restricted computer software”. All other Terms herein shall apply.

  Service Levels and Support. 

  Service Levels. Promevo does not guarantee the Services will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Promevo’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Promevo, Google (or its wholly owned subsidiaries) or Your servers are located or co-located. Complete accuracy in all aspects of Google services, including but not limited to Google Workspace data and Google APIs, at all times also is not guaranteed. Promevo disclaims any liability with regards to Google service levels, updates, or changes that may affect functionality of the Services.

  Technical Support Service. Promevo may sell maintenance, technical or other support for the Services but is not obligated to provide such service as a provision of these Terms. Promevo expressly disclaims any obligation to provide updates, upgrades, bug fixes, patches or any similar service, and You acknowledge that Promevo has no express or implied obligation to provide the same. Promevo may provide bug fixes in the future for bugs or other errors by contacting support@promevo.com. To the extent that You seek any support for or customization of the Services, You may contact Promevo to seek a cost estimate for Your request at sales@promevo.com.  

  Customer Account, Password, and Security. To register for the Services, You must complete the registration process by providing Promevo with current, complete and accurate information as prompted by the registration form, including Your Google Workspace Admin e-mail address (username) and approval to access Your Google Workspace domain via Google’s APIs. Customer shall protect Customer’s passwords and take full responsibility for Customer’s own, and third party, use of Customer accounts. Customer is solely responsible for any and all activities that occur under Customer Accounts. Customer will use all commercially reasonable efforts to prevent unauthorized use of the Services, and to terminate any unauthorized use. Customer will promptly notify Promevo of any unauthorized use of, or access to, the Services of which it becomes aware or any other breach of security. From time to time, Promevo‘s support staff may log in to the gPanel Services or Google Services under Customer’s password(s) or the Google reseller portal in order to maintain or improve service, including to provide Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access. Promevo may have access to, change, or reset Customer passwords as required for a legitimate business purpose or upon Customer request.

  Data Privacy and Customer Data. 

  Protection of Customer Data. The Promevo Data Processing Addendum (“DPA”) (located at: [https://promevo.com/policies/dpa.html]) and Privacy Policy (https://promevo.com/policies/promevoprivacypolicy.html) are incorporated by reference into these Terms and will apply to the extent the Services include the processing of personal data.  The parties agree that the provisions contained in the DPA govern the processing of Customer Data in connection with these Terms. The parties further acknowledge and agree that the DPA does not extend to data processing by third party service providers.  “Customer Data” means data and other content submitted by or for Customer to the Services, including personal data. As set forth in the DPA, Promevo will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, including measures designed to prevent unauthorized access to or use or disclosure of Customer Data. For the avoidance of doubt, Customer Data does not include System Data (defined below) or any dashboards, report templates or any other technology or components of the Services created, developed, used or provided by Promevo.

  Use of Customer Data in Datastore. Certain Customer Data is logged and reported in the Google App Engine Datastore. This information includes but is not limited to (i) transactions performed by Customer when using the Services; (ii) names and email addresses of Customer Google Workspace accounts; and (iii) data describing Customer’s Google Workspace data such as filenames, file sizes and file sharing settings. Promevo stores Customer Data in Google Cloud data centers using the Google App Engine service, and has designated, via the App Engine Data Location Setting of the Google App Engine Service, to exclusively store that Customer Data in the United States. Google App Engine is governed by the Google App Engine Terms of Service as stated at https://cloud.google.com/terms/service-terms  or such successor URL as may be provided by Google. Per these Google App Engine Terms of Service, Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.

  Customer Obligations.

  Customer Responsibilities. Customer shall be responsible for: (a) its users’ compliance with the Terms; (b) compliance with Google‘s Acceptable Use Policy and API Terms of Service, as applicable, and all applicable Google or third-party terms of service, privacy policies and similar documents for platforms, networks and/or websites that Customer uses in connection with the Services; (c) the legality, accuracy and quality of Customer Data, including ensuring that Customer’s use of the Services to collect, process, store and transmit Customer Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its end users such as all legally required consents and permissions; and (d) commercially reasonable efforts to prevent the unauthorized access to or use of the Services. 

  Modifications. In addition, in the event Promevo is legally or contractually required to change or modify the Services in order to ensure the Services comply with the terms of service or privacy policies of various platforms, networks and/or websites, then Customer shall be responsible for making all necessary changes to Customer’s applications and websites in order to continue using the Services. Promevo may make additional applications, features or functionality available from time to time through the Services, the use of which may be contingent upon Customer’s agreement to additional terms. Customer also maintains all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Customer’s purposes.

  HIPAA Disclaimer. Customer further represents and warrants that it shall at all times comply with all applicable laws, including all laws restricting the use, distribution, and disclosure of personal information, and the Privacy and Security Rules regarding the use and disclosure of protected health information (“PHI”) and electronic PHI (“ePHI”), both as defined as defined by 45 C.F.R. 160.103, including the "minimum necessary" standard, when and as required by HIPAA and its implementing regulations. If at any time you believe that any individual is or may be in violation of any law, ordinance, code, or regulation as a result of his or her use of the Service, you shall immediately notify Company of the violation or potential violation.

• Customer Administration of the Services. Customer may delegate admin access to one or more Customer-designated technical personnel who administer the Service on Customer’s behalf (“Administrator”) through the Admin Console. “Admin Console” means the online tool provided by Promevo to Customer for use in reporting and certain other administrative functions. Administrators will have the right to access admin capabilities in the Customer’s Google Workspace domain and to administer the User accounts. Customer is responsible for: (a) maintaining the confidentiality of the account passwords; (b) delegating those of its employees who are authorized to access the Admin features; and (c) ensuring that all activities that occur in connection with the Admin and User accounts comply with the Terms. Customer agrees that Promevo’s responsibilities do not extend to the internal management or administration of Customer’s Google Workspace Domain and that Promevo is merely a data-processor.

  Accounts. Customer is responsible for maintaining the security of the administrator credentials and the usernames and passwords for all of its standard Users (each with their own separate usernames and passwords). “User(s)” means an individual Customer invites to use the Services pursuant to the Terms, including employees, contractors, agents and consultants of Customer. Customer shall protect Customer’s and User passwords and take full responsibility for Customer’s own, and third party, use of Customer accounts. Customer may permit its Users to use the Services, provided their use is for Customer’s benefit only and they remain in compliance with the Terms.  Customer shall be responsible for all acts or omissions taken under the administrator credentials and those taken under the usernames and passwords of all Users.  Customer agrees to notify Promevo immediately upon learning of any unauthorized use of Customer account or any other breach of security. From time to time, Promevo‘s support staff may log in to the Services under Customer’s password(s) or the Google reseller portal in order to maintain or improve service, including to provide Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.

  Privacy. Customer’s Administrators and delegates may have the ability to access, monitor, use, or disclose data available to Users within the User accounts. Customer will obtain and maintain consent from all Users to Customer’s access, monitoring, use or disclosure of this data, and to Promevo providing Customer with the ability to do so. Customer is responsible for obtaining any necessary authorizations from Users to enable Promevo to provide the Services.

  Restrictions. Customer will not (and will not allow any User or third party to) directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (or any underlying software, documentation or data related to the Services); (b) modify, translate, or create derivative works based on the Services or any underlying software; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any underlying software; (d) use the Services or any underlying software for the benefit of a third party, in violation of any applicable laws or regulations or outside the scope expressly permitted hereunder (including in violation of the usage restrictions set forth in the applicable Order Form); (e) collect, process, store or transmit any Customer Data in violation of any applicable laws, regulations, privacy policies, agreements, or other obligations Customer may maintain or enter into with its end users; (f) collect, transmit or provide to the Services hereunder financial information (excluding relevant payment information); medical information of any nature, including without limitation biometric or genetic data; social security numbers; driver’s license numbers; birth dates; passwords; personal bank account numbers; passport, government-issued ID or visa numbers; and credit card numbers or any other sensitive personal data; (g) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization or willfully render any part of the Services unusable; (h) use or access the Services to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking; (i) incorporate the Services into a product or service Customer provides to a third party or publicly disseminate information regarding the performance of the Services; (j) remove any proprietary notices or labels; (k) store or transmit malicious code through the Services; or disclose the results of any benchmark tests of the Software or Services to any third party (all of the foregoing, collectively, the “Usage Restrictions”).

  Payment.

  Fees. Customer’s use of Services is subject to payment of the fee(s) set forth in the Order Form (“Fees”). Unless otherwise provided in the Order Form, Customer will pay for the Services on a full prepaid basis for the Initial Term and each Renewal Term (both as defined below), to the extent applicable. Promevo will bill the Customer for all applicable Fees via credit card or purchase order (“PO”) as selected by Customer online.  If Customer selects a PO for billing, Promevo will send customer an invoice with the applicable Fees. Fees are due thirty (30) days from the invoice date and are non-refundable, except as otherwise provided in the Product Specific Terms, an Order Form or an invoice. Unless otherwise stated in an Order Form, fees for orders where Promevo issues an invoice are due upon Customer’s receipt of the invoice, and are considered delinquent thirty (30) days after the date of the applicable invoice. If Customer If credit card authorizations or payment attempts are declined, Promevo may immediately disable or cancel the Services, in its sole discretion.

  Payment Method. Unless otherwise stated in an Order Form or invoice, or approved by Promevo, all payments due under these Terms to Promevo shall be made by credit card, check or Automated Clearing House (“ACH”) as Customer’s chosen payment provider (“Payment Method”). Promevo may charge additional fees to process other approved payment methods. All payments due must be made in U.S. dollars unless otherwise stated in an Order Form and/or invoice. If credit card authorizations or charge attempts are declined, Promevo may immediately disable or cancel the Services, in its sole discretion.

  Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Promevo in collecting delinquent amounts, except where such delinquent amounts are due to Promevo’s billing inaccuracies.

  Taxes. Unless otherwise specific in an Order Form, Customer is responsible for applicable taxes associated with Customer’s purchase and receipt of the Services (except for any taxes assessable against Promevo based on its income, property or employees) and Customer will pay Promevo without any reduction for such amounts. If Promevo is obligated to collect or pay taxes, the taxes will be invoiced to Customer (in the case of invoiced fees) or added to Customer’s credit card charges (in the case of credit card payments where permitted), unless Customer provides Promevo with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any taxes from its payments to Promevo, Customer will increase the payment to Promevo so that the amount received by Promevo is the same as it would have been if no taxes were withheld.

  Price Adjustments. Promevo reserves the right in its sole discretion to increase prices listed in any Order Form at the end of the order term for any service or product listed in the Order Form. Promevo shall give Customer thirty (30) days’ notice of any anticipated price adjustment. Accordingly, each price listed on any Order Form will increase and be billed at the new rate during the subsequent Renewal Term, whether or not a new or amended Order Form is signed reflecting this price increase.

  Payment Processing. Promevo utilizes a third-party payment processor (“Payment Processor”) to process any payments made through the Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. Promevo is not responsible for these financial transactions, the security of your financial information with respect to these transactions, and any errors by the Payment Processor. Customer acknowledges and agrees that Promevo is not responsible for any unauthorized charges or other breach of your financial information and/or security. By making payments through the Services, Customer agrees to pay Promevo—through the Payment Processor—all charges at the prices then in effect for any use of such payment processing in accordance with the applicable payment terms and Customer authorizes Promevo, through the Payment Processor, to charge Customer’s Payment Method. Customer agrees to make payment using that selected Payment Method. Promevo reserves the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. The terms of Customer’s payment will be based on its Payment Method and may be determined by agreements between it and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If Promevo, through the Payment Processor, does not receive payment from Customer, Customer agrees to pay all amounts due upon demand.

  Term and Termination.

  Term. Terms will begin on the Effective Date and will continue for an initial period as set forth in the applicable Order Form (such period, the “Initial Term”). At the end of the Initial Term, the Order Form and the Terms shall automatically be renewed for successive one (1) year periods (each, a “Renewal Term”), unless (i) terminated by either party by providing the other party written notice of non-renewal at least sixty (60) days prior to the end of the then-current term; or (ii) an Order Form provides otherwise. All terms and conditions of an Order Form, and the Terms shall apply during each Renewal Term, except for the fees. Promevo may revise its prices for the following Renewal Term as set forth in the Terms. Promevo will invoice Customer, and Customer agrees to pay, for the renewal of the Services as set forth in the Order Form or the Terms.

  Termination. Either party may suspend performance or terminate these Terms if: (i) the other party is in material breach of the Terms and fails to cure that breach within thirty (30) days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings, subject to applicable law, and the proceedings are not dismissed within ninety (90) days; or (iii) the other party is in material breach of these Terms on more than two (2) occasions notwithstanding any cure of such breaches. If these Terms terminate, then the rights granted by one party to the other will cease immediately (except as set forth in the separate Google TOS). Unless otherwise agreed upon in writing by the parties hereto, the license(s) and these Terms will automatically terminate at the end of the Trial Period.

  Suspension.

  Suspension for Non-Payment. Customer will have thirty (30) days to pay Promevo delinquent Fees.  If Customer does not pay Promevo delinquent Fees within thirty (30) days, Promevo may immediately suspend Customer’s use of the Services until Customer pays Promevo all outstanding Fees. If Customer is on a monthly billing plan, and Customer is suspended for non-payment, Promevo will stop charging Customer monthly Fees during Customer’s suspension for non-payment.  If Customer has an annual commitment to Promevo for the Services, Promevo will continue to charge Customer monthly Fees during Customer’s suspension for non-payment and Customer must pay all outstanding Fees in order to resume its use of the Services. If Customer remains suspended for non-payment for more than sixty (60) days, Promevo may terminate these Terms immediately.

  Suspension of User accounts.  If Promevo becomes aware of Customer’s violation of the Terms, then Promevo may suspend Customer’s account at its sole discretion for any reason or no reason. If Promevo becomes aware of an end-user‘s violation of the Terms, then Promevo may specifically request that Customer suspend the applicable end-user account. If Customer fails to comply with Promevo‘s request to suspend a User account, then Promevo may do so. The duration of any suspension by Promevo will be until the applicable User has cured the breach which caused the suspension.

  Suspension or Discontinuation of Underlying Rights. Customer acknowledges and agrees that Promevo may modify, suspend, or discontinue the Services at any time without penalty, except a pro rate refund of fees paid for services that are never performed, in the event any of the necessary underlying rights of the Services are modified, suspended, or discontinued.

  Emergency Security Issues.  Notwithstanding the foregoing, if there is an emergency security issue, then Promevo may automatically suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the emergency security issue. If Promevo suspends a User account for any reason without prior notice to Customer, at Customer‘s request, Promevo will provide Customer the reason for the suspension as soon as is reasonably possible.

  Confidential Information.

  Definition of Confidential Information. “Confidential Information” means any information or data in any form or medium (whether oral, written, electronic, or otherwise) disclosed by either party that is marked or otherwise designated as confidential or proprietary at the time of disclosure or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding its disclosure.  Confidential Information does not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

  Obligations. Each party agrees that it will use the Confidential Information of the other party solely in accordance with these Terms and it will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder.  Each party agrees to safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with the Terms; and (b) as required by law (in which case the receiving party will, to the extent legally permitted, notify the disclosing party within a reasonable time prior to such access or disclosure so as to  provide the disclosing party with the opportunity to contest such disclosure or otherwise seek appropriate protective measures, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).  A disclosure by one party of Confidential Information of the other party to the extent required by law shall not be considered a breach of these Terms, provided the party so compelled: (a) promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) (b) where possible, provide disclosing party with the opportunity to challenge the disclosure at the disclosing party’s cost; (c) limit the disclosure to that information legally required to be disclosed; and (d) use commercially reasonable efforts to obtain confidential treatment of all disclosed information. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate. In the event of actual or threatened breach of the provisions of this Section or provisions under Usage Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.  Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in the Terms.

  Intellectual Property.

  gPanel Access. Subject to these Terms, Promevo hereby grants to Customer, for the term set forth in the applicable Order Form, a limited, revocable, non-exclusive, non-sub licensable license to use the Services and the Software solely as necessary to use the Services for one or more domains that Customer owns and controls (“License”). Customer’s license to use the Software is limited to use associated with the authorized account, administrator, or employer with whom you may have additional restrictions and obligations with respect to the use of the Services. Promevo reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the Services only as expressly permitted in these Terms. In doing so, You must comply with any technical limitations in the Software that only allow You to use the Services in certain ways. 

  Scope of License. The License quantity must be, at a minimum, equal to the total number of end users in the Customers Google Workspace Domain, including Add-ons. Your license of, use of and access to the Software and the Services (which may include, without limitation, documentation and reports) is conditioned upon Your compliance with these Terms, including:

• using the Software and Services solely for Your own internal use, and will not make the Software and Services available for timesharing, application service providers or service bureau use. 
• complying with all applicable laws and regulations in Your use of and access to the Software and Services.

If Customer adds end users, Promevo will notify Customer to update the License to include all additional end users within fourteen (14) days. Upon such termination, You must destroy all originals and copies of the software in Your possession and so certify in writing to Promevo within three (3) business days of termination and cease any further use of the Services without the express written consent of Promevo. The License will terminate immediately if You fail to comply with these Terms.

Reservation of Rights. Promevo retains all right, title, and interest (including, but not limited, to intellectual property rights) in and to the Software and Services, and all improvements, enhancements or modifications to the foregoing, and anything developed and delivered under these Terms, including System Data.  Promevo may make commercially reasonable modifications to the Software and the Services, or particular components, from time to time. Promevo will use commercially reasonable efforts to notify Customer of any such changes. “System Data” means data and information collected, derived, or otherwise generated by the Services that has been anonymized, de-identified, and/or aggregated so as not to identify or permit identification of an individual.  For the avoidance of doubt, Promevo may use, modify, and display System Data, provided, however, Promevo will not publicly disclose or distribute System Data unless it is aggregated in a manner that does not permit the identification of Customer.  No rights are granted to Customer hereunder except as expressly set forth in the Terms.

License for Customer Data. Customer shall own all right, title and interest in and to the Customer Data.  Customer hereby grants Promevo a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to host, copy, use, transfer and process the Customer Data as necessary in order for Promevo to provide the Services and to support Customer under the Terms.

License to Use Feedback.  You may, from time to time, provide Promevo with suggestions or comments for enhancements or improvements, new features or functionality or other feedback (collectively, “Feedback”) with respect to the Services.  Promevo will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Customer hereby grants Promevo an unlimited, irrevocable, perpetual, sublicensable, royalty-free license, without any obligation to compensate or reimburse Customer, to use, incorporate, and otherwise fully exercise and exploit any such Feedback without restriction.

Publicity; Use of Trademarks.

Publicity. At any time during the commercial relationship between the Parties, Promevo shall have the right, but not the obligation, to: (i) publicly announce in any Commercial Materials the existence or content of the Terms as well as non-Confidential Information relating to Users, such as number of  transactions and similar information; and (ii) use Marks (defined below) in Commercial Materials, in accordance with any guidelines provided by the other Party, with the size, prominence, and location of such credit to be mutually agreed by the Parties. “Commercial Materials” means any advertising, marketing, or promotional content in any media now known or hereafter devised that is related to the products, including without limitation any television, radio, audio-visual, and media posts.

Use of Trademarks. Subject to the provisions of these Terms, Customer (“Trademark Licensor”) hereby grants a limited, non-exclusive, non-transferable, non-sublicensable right and license to the other Party (“Trademark Licensee”) to use the Trademark Licensor’s names, trademarks, trade dress, or trade names (whether registered or not) (“Marks”) during the term of the agreement to the extent reasonably necessary to create Commercial Materials (a) to advertise, market, and sell the Services, and (b) to promote the collaboration between the Parties. Trademark Licensee may not use any of Trademark Licensor’s Marks in an unfavorable or negative fashion, and Trademark Licensee agrees to strictly comply with any and all brand guidelines that may be provided by Trademark Licensor from time to time. Any and all goodwill arising from Trademark Licensee’s use of the Marks shall inure solely to the benefit of the Trademark Licensor.

Indemnification.

By Customer. Customer will indemnify, defend, and hold harmless Promevo and its employees, subsidiaries, affiliates, agents, representatives, distributors, and licensors, from and against any claim, judgment, demand, damages, cost, expenses, and liabilities: (including settlement costs and reasonable attorneys’ fees), including reasonable attorneys’ fees, which may arise from or be related to a claim (“Claim(s)”): (i) regarding Customer Data or Customer domain names; (ii) that Customer Data infringes or misappropriates any patent, copyright, trade secret or trademark of a third party; (iii) regarding Customer‘s, or its Users‘, use of the Services in violation of these Terms; (iv) Customer’s negligence, misconduct, or breach of the Terms; (v) any actions by Customer that result in alleged or actual liability of Promevo and/or (vi) violations of applicable law.

By Promevo. Promevo will defend and hold Customer harmless against any Claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services, as permitted hereunder, infringes any patent, trademark or copyright and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved in writing by Promevo) in connection with any such Claim. The foregoing obligations do not apply to the extent that the alleged Claim arises from (a) Customer Data, Third-Party Products, or any other portions or components of the Services not supplied by Promevo; (b) any modification, combination, or development of the Services or portions or components thereof that is (i) made in whole or in part in accordance with Customer specifications; or (ii) not performed by Promevo; or (c) Customer’s negligence, misconduct, or breach of the Terms.

Repair, Replace, or Modify. If Promevo reasonably believes the Services infringes upon a third party’s Intellectual Property Rights, then Promevo will: (a) obtain the right for Customer, at Promevo’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.

Suspension or Termination. If Promevo does not believe the foregoing options are commercially reasonable, then Promevo may suspend or terminate Customer’s use of the impacted Services. If Promevo terminates the impacted Services, then Promevo will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of the Services.

Indemnification Procedure. Each party’s indemnification obligations are conditioned upon the indemnified party (a) promptly notifying the indemnifying party of any Claim in writing; and (b) cooperating with the indemnifying party in the defense of any Claim.  The indemnified party shall have the right to participate in the defense of any Claim with counsel selected by it subject to the indemnifying party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the indemnified party. Notwithstanding any other provision of the Terms, the indemnifying party shall not enter into settlement of any Claim that requires the indemnified party to admit fault or pay amounts that the indemnifying party must pay under this Section, without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed. THE INDEMNITIES ABOVE ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Disclaimer of Warranties.

PROMEVO DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, VIRUS FREE, OR MEET CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND PROMEVO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, WORKMANLIKE EFFORT, SUITABILITY, AVAILABILITY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, AND OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING, USAGE, OR TRADE. PROMEVO IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR ANY OTHER CONTENTS ASSOCIATED WITH THE SERVICES.  NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED OR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE. PROMEVO DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE OR COMPLETE OR WILL ALWAYS BE AVAILABLE. THE GPANEL SERVICES DURING THE TRIAL PERIOD ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY AND PROMEVO SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR ANY LIABILITY OF ANY WITH RESPECT TO THE SERVICES DURING THE TRIAL PERIOD. YOU SHOULD BE AWARE THAT YOUR USE OF AND RELIANCE ON THE SERVICES DURING THE FREE TRIAL PERIOD IS AT YOUR OWN RISK.

IN ADDITION, CUSTOMER ACKNOWLEDGES THAT PROMEVO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOFTWARE OR THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PROMEVO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. PROMEVO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS ASSOCIATED WITH THE SERVICES, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. PROMEVO FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT COMMUNICATIONS BETWEEN YOU AND PROMEVO, OR ANOTHER USER OF THE SERVICES, WILL BE SECURE FROM INTERFERENCE, VIRUS-FREE, OR FREE OF OTHER HARMFUL COMPONENTS.

THE SERVICES ARE CONTROLLED, OPERATED, AND ADMINISTERED BY PROMEVO FROM ITS OFFICES WITHIN THE UNITED STATES. PROMEVO MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE SERVICES IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ACCESS THE SERVICES FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND PROMEVO ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS. ANY OFFER FOR ANY SERVICES OR PRODUCTS MADE IS VOID WHERE PROHIBITED.

Limitation of Liability.

NEITHER PROMEVO NOR ANY OF PROMEVO’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR THE ASSOCIATED SERVICES, INCLUDING BUT NOT LIMITED TO: (1) DEATH, PERSONAL INJURY , PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOST DATA ,OR LOST PROFIT; (2) ATTORNEYS’ FEES; OR (3) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF PROMEVO HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, PROMEVO WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF, OR INABILITY TO USE, THE SERVICES, OR FROM YOUR DOWNLOADING OF ANY CONTENT OR MATERIALS FROM THE SERVICES, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON PROMEVO’S COMPUTERS AND/OR SERVERS. PROMEVO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF PROMEVO’S SITE AND ASSOCIATED SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROMEVO, OR ITS PARENT, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS—WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY—ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES EXCEED THE TOTAL AMOUNT YOU PAID TO PROMEVO TO ACCESS THE SERVICES WITHIN THE PRECEDING TWELVE (12) MONTHS. UNLESS UNENFORCEABLE UNDER APPLICABLE LAW, PROMEVO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES DURING THE FREE TRIAL PERIOD IS $100.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THIS IS THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS FOR THE FREE TRIAL PERIOD.

General Provisions.

Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact list on an Order Form and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

Independent Contractors.  The parties to the Terms are independent contractors and the Terms do not create an agency, partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Assignment. Neither party may assign or transfer (directly or indirectly by any means, including by operation of law or otherwise) these Terms or their rights or obligations hereunder to any other entity without first obtaining the prior written consent of the other party, not to be unreasonably withheld, conditioned, or delayed; provided that either party may assign obligations under these Terms, without consent, to an acquirer of all or substantially all of its business or assets (“Change of Control”). Upon a Change Of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) Customer will provide written notice to Promevo within thirty (30) days after the change of control; and (b) the parties agree and acknowledge that the change of control shall not be an independent basis for terminating this agreement. Any assignment or transfer in violation of this Section shall be null and void. 

Force Majeure. Except for Customer’s payment obligations, neither party will be liable to the other for any delay or failure to perform any obligation under the Terms  if the delay or failure is due to: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the Effective Date; (f) action by any governmental authority; (g) governmental health restrictions or advisories; (h) disease, epidemics or pandemics; (i) national or regional emergency; (j) strikes, labor stoppages or slowdowns or other industrial disturbances; (k) shortage of adequate power or transportation facilities; and (l) any other similar events or circumstances.

No Waiver. Failure to enforce any provision of these Terms will not constitute a waiver.

Severability. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect.

No Agency. Promevo, Customer and Google are independent contractors, and these Terms does not create an agency, partnership or joint venture for any purpose.

No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

Equitable Relief. Nothing in these Terms will limit either party’s ability to seek equitable relief.

Governing Law. These Terms shall be governed by the laws of the Commonwealth of Kentucky without regard to conflicts of laws. The parties hereby agree on behalf of themselves and any person claiming by or through them that the sole jurisdiction and venue for any litigation arising from or relating to these Terms shall be an appropriate federal or state court located in Jefferson County, Kentucky. FOR ANY DISPUTE RELATING TO THESE TERMS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN JEFFERSON COUNTY, KENTUCKY.

Attorneys’ Fees and Costs. The prevailing party in any litigation arising from these Terms shall be entitled to recover its reasonable attorneys’ fees and costs.

Survival. The provisions of these Terms that by their sense and context are intended to survive the performance of the Terms by either Party shall survive the termination of the Terms, including provisions relating to disclaimer of warranties, licensing, ownership, confidentiality, damage limitations, venue, jurisdiction, and indemnification. 

Entire Agreement. These Terms, and all documents referenced herein, are the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Additional Promevo terms located at a URL and referenced in these Terms are hereby incorporated by this reference.

Change of Terms. Promevo may modify the terms and conditions of these Terms from time to time, including service descriptions, pricing, and availability by posting the modified terms on the Promevo website. Unless otherwise specified by Promevo, changes become effective immediately.  Customer’s continued use of the Services after the updated version of these Terms goes into effect will constitute Customer’s acceptance of such updated version of these Terms.