Last Updated: April 17, 2024

Customer’s use of Promevo products and services is subject to the terms of the Promevo Master Services Agreement (the “MSA”) as well as the following additional terms. The Product Specific Terms form part of the MSA and are hereby incorporated therein. Any capitalized terms used but not defined below have the meanings in the MSA. The terms corresponding to the product(s) or service(s) below apply to the Customer’s use of the specific product(s) and service(s).

1 PROMEVO PRODUCTS AND SERVICES

1.1 Promevo gPanel Services

1.2 Promevo Professional and Managed Services

2 GOOGLE RESELLER PRODUCTS AND SERVICES

2.1 Google Cloud Platform

2.2 Google Chrome

2.3 Google Maps

2.4 Google Glass

2.5 Google Workspace

3 ADD-ON PRODUCTS

3.1 AppSheet 

3.2 BeyondCorp Enterprise

3.3 Google Cloud Identity  

3.4 Google Vault

3.5 Google Voice

3.6 Looker for Google Cloud

3.7 Gemini

3.8 Cameyo

1 PROMEVO PRODUCTS AND SERVICES

1.1 PROMEVO GPANEL SERVICES

Customer’s use of the gPanel Services is governed by the Promevo gPanel Terms of Service (“Promevo gPanel TOS”) and the Google Workspace Terms of Service (“Google Workspace TOS“). Customer understands that Customer must agree to the Promevo gPanel TOS and the Google TOS prior to accessing or using the Promevo gPanel Services. Unless Promevo expressly agrees otherwise in writing, Customer must accept the Promevo gPanel TOS, with no alteration or amendment, prior to the Customer’s first log in to the Promevo gPanel Services. The Promevo gPanel TOS is hereby incorporated by reference.

1.1.1 Definitions. 

1.1.1.1 “Promevo gPanel Services”, “gPanel Services” means any gPanel edition and services as described in the Order Form and used by Customer under the MSA. The gPanel Core Services are as described here: http://www.promevo.com/gpanel, or such other URL as Promevo may provide.

1.1.1.2 “Promevo gPanel TOS” means Promevo’s terms of service guidelines then in effect for the gPanel Services. These are at the following URL: http://www.promevo.com/gpaneltos.html.

1.1.2 Provision of 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.

1.1.2.2 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.

1.1.2.3 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.

1.1.2.4 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.

1.1.3 Technical Support Service. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the gPanel Services. Customer will use commercially reasonable efforts to resolve support issues brought to its attention on its own, without escalation to Google or Promevo. If Promevo cannot resolve a support issue, then Promevo, in its sole discretion, may escalate the issue to Google in accordance with the applicable Google Workspace Technical Support Services Guidelines (“Google Workspace TSS”).

1.1.3.1 By Promevo. Promevo will provide first-line technical support directly to Customers and/or Customers’ IT administrators. If Promevo cannot resolve a support issue relating to Google Workspace, then Promevo may escalate the issue to Google in accordance with the applicable Google Workspace TSS Guidelines. Promevo may elect to participate in the resolution of any support issue(s) relating to Google Workspace or require a separate services agreement to be executed between Customer and Promevo, at Promevo’s sole discretion and at any time in the resolution of a support issue. Customer may elect to execute such separate services agreement(s) at its discretion. No commitment to provide specific technical support services is made by Promevo to Customer through these terms and conditions or the MSA.

1.1.3.2 Disclosure to Google. CCustomer permits Promevo to disclose Customer contact details to Google as reasonably required for (i) Google to provide the Google Services to Customer; (ii) Google to provide technical support to Promevo in connection with Customer’s support issues regarding the Google Services; and (iii) Google to provide technical support to Customer in connection with Customer’s support issues regarding the Google Services.

1.2 PROMEVO PROFESSIONAL AND MANAGED SERVICES

1.2.1 Provision of Services. Promevo and Customer may enter into a Statement of Work (“SOW”) that describes the consulting and/or managed services to be performed by Promevo (the “Professional Services”). All Professional Services will be described in a SOW. Each SOW will be subject to the terms of the MSA. No changes to a SOW will be effective without the written agreement of each party. Promevo will perform the Professional Services specified in the SOW in a professional and competent manner in accordance with the SOW and the MSA. Promevo will provide consultants who will remain under the direction, supervision and control of Promevo, while Customer shall be responsible for designing, planning, monitoring and controlling the overall engagement. 

1.2.2 Payment and Fees. Each SOW shall contain the charges for the Professional Services (“Consulting Fees”) and shall be provided on a time and materials basis unless otherwise specified in the SOW. Customer will reimburse Promevo for reasonable travel and living expenses. All authorized travel expenses will be billed to the Customer at Promevo’s cost as incurred. Customer will provide assistance, as necessary, to help secure visas for Promevo personnel, and further agrees that the SOW, the MSA and any related documents may be submitted to appropriate immigration authorities for such purposes

1.2.3 Materials. If Customer purchases Professional Services specified in the SOW, Promevo may share pre-existing documentation and material developed by Promevo and Promevo’s licensors (collectively, the “Promevo Materials”). Promevo retains all right, title and interest in all Promevo Services Materials. If Promevo Materials are provided to Customer in connection with the Professional Services, Promevo grants Customer, during the term of the applicable SOW, a non-exclusive, worldwide, non-transferable, non-sublicensable right and license to use the Promevo Materials internally solely in connection with the SOW for which such material was delivered and in accordance with these terms and the MSA. Except as otherwise expressly provided in the MSA and these terms, Promevo Materials are the sole and exclusive property of Promevo. Promevo grants no other license(s) or transfer of intellectual property hereunder.

2.GOOGLE RESELLER PRODUCTS AND SERVICES

Customer understands that Google services are wholly delivered, supported, and provided to Customer by Google itself in accordance with the applicable Google terms of service, that Promevo acts solely as an Authorized Reseller of those services, and that Promevo makes no guarantees, and has no liability to the Customer to provide, support, or set the terms or service level agreements of Google services whatsoever. Customer is responsible for providing the necessary notices, and obtaining and maintaining any consents required from End Users to allow Promevo and Google to perform their respective obligations in respect of the Customer. Customer understands and agrees that Google has no liability for the sole actions and/or omissions of Promevo. Nothing in this Agreement prohibits Promevo from asserting any claim against Customer, Google, and/or any third party arising out of this MSA and/or the Services.

2.1 GOOGLE CLOUD PLATFORM

Customer use of Cloud Platform is subject to the terms of the Google Cloud Platform Terms of Service (“Google Cloud Platform TOS”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Google Cloud Platform TOS. Customer understands that Customer must agree to the Google Cloud Platform TOS prior to accessing or using the Google Cloud Platform Services. Unless Google expressly agrees otherwise in writing, Customer must accept the Google Cloud Platform TOS, with no alteration or amendment, prior to the Customer’s first log in to the Google Cloud Platform Services. The Google Cloud Platform TOS is hereby incorporated by reference.

2.1.1 Definitions.

2.1.1.1 “Admin Console” means the online console(s) or dashboard provided by Promevo and/or Google to Customer for administering the Services. 

2.1.1.2 “Acceptable Use Policy” or “AUP” means the then-current acceptable use policy for the Services stated at http://cloud.google.com/terms/aup.

2.1.1.3 “Brand Features” means 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.

2.1.1.4 “Committed Purchase(s)” means Customer’s commitment to spend a specified amount for use of the Google Services over a specified period of time, whether Customer uses those Google Services or not. Customer is responsible for the charges accrued from the Committed Purchase(s).

2.1.1.5 “Customer Application” means a software program that Customer creates or hosts using the Services.

2.1.1.6 “Documentation” means the Google documentation (as may be updated from time to time) in the form generally made available by Google to its customers for use with the Services at https://cloud.google.com/docs/.

2.1.1.7 “Google API” means any application programming interface provided by Promevo and/or Google as part of the Services.

2.1.1.8 “High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).

2.1.2 Provision of the Services. During the Term, Promevo and/or Google will provide the Services as specified in the Order Form in accordance with the MSA, including the SLAs, and Customer may use the Services in accordance with the MSA. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Promevo and/or Google has no obligation to provide multiple accounts to Customer

2.1.2.1 Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services.

2.1.2.2 Software. Promevo and/or Google may make Software available to Customer, including third-party software. Customer's use of any Software is subject to the applicable provisions in the Google Cloud Platform TOS.

2.1.2.3 Modifications to the Services. Promevo and/or Google may make commercially reasonable updates to the Services from time to time. Promevo and/or Google will inform Customer if Promevo and/or Google makes a material change to the Services that has a material impact on Customer's use of the Services provided that Customer has subscribed with Promevo and/or Google to be informed about such change. 

2.1.2.4 Modifications to the Terms of Service. Promevo and/or Google may make changes to the terms of service, including pricing (and any linked documents) from time to time. Unless otherwise noted by Promevo and/or Google, material changes to the terms of service will become effective 30 days after they are posted, except to the extent the changes apply to new functionality in which case they may be effective immediately. Promevo and/or Google will provide at least 90 days' advance notice for materially adverse changes to any SLAs by (i) sending an email to the Notification Email Address; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised terms of service, Customer may stop using the Services. Customer's continued use of the Services after such material change will constitute Customer's consent to such changes. As to any changes that Google may make affecting its direct obligations to Customer, Google will post any modification to the services it provides to the Google Cloud Platform TOS, to which Customer agrees

2.1.2.5 Discontinuation of Services. Promevo and/or Google will notify Customer at least 12 months before discontinuing any Services (or associated material functionality) unless Promevo and/or Google replaces such discontinued Services or functionality with a materially similar Services or functionality. Further, Promevo and/or Google will notify Customer at least 12 months before significantly modifying a Customer-facing Google API in a backwards-incompatible manner. Nothing in this Section (Discontinuation of Services) limits Promevo and/or Google's ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. This Section (Discontinuation of Services) does not apply to pre-general availability Services, offerings, or functionality

2.1.3 Technical Support Services.

2.1.3.1 By Customer. Customer is responsible for technical support of its Customer Applications and Projects.

2.1.3.2 By Promevo and/or Google. Subject to payment of applicable support Fees, Promevo and/or Google will provide technical support services to Customer in accordance with the applicable Order Form and the Google Workspace TSS Guidelines. Certain TSS levels include a minimum recurring Fee as described at https://cloud.google.com/skus. If Customer downgrades its TSS level during any calendar month, Promevo and/or Google may continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.

2.1.4 Customer Obligations. 

2.1.4.1 Compliance. Customer will (a) ensure that Customer and its End Users' use of the Services complies with the MSA, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Promevo of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware. Promevo reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications, Customer Data, or Projects.

2.1.4.2 Use Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Projects to simulate or act as a single Customer Application, Account, or Project (respectively)) or to circumvent Service Specific usage limits or quotas; (iv) to engage in cryptocurrency mining without Promevo and/or Google's prior written approval; (v) to operate or enable any telecommunications service or in connection with any Customer Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Service Specific Terms; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; (viii) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA; or (ix) Customer may not, and will not allow its End Users to, disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a “Test”) of the Services, unless the disclosure includes all information necessary for Promevo, Google and/or a third party to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the Services and discloses the results directly or through a third party, then Promevo and/or Google (or a Promevo and/or Google directed third party) may conduct Tests of the Customer’s products or services (if the Customer or a Customer-directed third party conducted the Services Test). Promevo and/or Google may disclose the results of any such Test of the Customer’s products or services (which disclosure will include all information necessary for Google and/or Promevo, the Customer or a third party to replicate the Test).

2.1.5 Suspension. 

2.1.5.1 AUP Violations. If Promevo and/or Google becomes aware that Customer's or any Customer End User's use of the Services violates the AUP, Promevo and/or Google will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Promevo and/or Google's request, then Promevo and/or Google may suspend all or part of Customer's use of the Services until the violation is corrected.

2.1.5.2 Other Suspension. Notwithstanding Section 2.2.5.1 (AUP Violations), Promevo and/or Google may immediately Suspend all or part of Customer's use of the Services if (a) Promevo and/or Google believes Customer's or any Customer End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the Promevo and/or Google network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Promevo and/or Google believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 2.2.4.2 (Use Restrictions). Promevo and/or Google will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, unless prohibited by applicable law, Promevo and/or Google will notify Customer of the basis for the Suspension as soon as is reasonably possible.

2.1.6 Publicity. Unless otherwise prohibited by Google, Customer may state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Google Brand Features in connection with its use of the Services, Customer must obtain written permission from Google through the process specified in the Trademark Guidelines. Promevo and/or Google may include Customer's name or Brand Features in a list of Promevo and/or Google customers, online or in promotional materials. Promevo and/or Google may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

2.1.7 Intellectual Property. Promevo and/or Google provides information to help copyright holders manage their intellectual property online, but Promevo and/or Google cannot determine whether something is being used legally without input from the copyright holders. Promevo and/or Google will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is infringing Customer's or its End User's copyrights and would like to notify Promevo and/or Google, Customer can find information about submitting notices, and Google's policy about responding to notices, at https://www.google.com/dmca.html.

2.1.8 Remedies. 

2.1.8.1 If Promevo and/or Google reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Promevo and/or Google may, at its/their sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.

2.1.8.2 If Promevo and/or Google does not believe the remedies in this Agreement are commercially reasonable, then Promevo and/or Google may Suspend or terminate Customer's use of the impacted Services.

2.1.8.3 Without affecting either party's termination rights, this Section states the parties' sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section.

 

2.1.9 U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

2.2 GOOGLE CHROME

2.2.1 Customer use of Google Chrome is subject to the terms of the Google Chrome Service License Agreement (“Chrome License Agreement”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Chrome License Agreement. Customer understands that Customer must agree to the Chrome License Agreement prior to accessing or using the Google Chrome. Unless Google expressly agrees otherwise in writing, Customer must accept the Chrome License Agreement, with no alteration or amendment, prior to the Customer’s first log in to the Google Chrome Services. The Chrome License Agreement is hereby incorporated by reference.

2.2.2 Technical Support Services. Promevo will forward to Google any Customer requests for support related to functional features of Google Chrome. Promevo will assume responsibility for all other aspects of Customer requests for support for end users it places in service, and may forward and/or escalate such requests to Google. Customer acknowledges and agrees that Promevo may exchange such information, including Customer Data that Promevo deems necessary for Google to assist in the resolution of such requests. Google will only provide customer support to Customers in accordance with the Google TOS.

2.2.3 Prodcut Returns.

Google Chrome product returns are also subject to Promevo’s Return Policy, located at https://shop.promevo.com/index.php/returnpolicy

2.2.3.1 Chrome Management Licenses and Hangouts for Meets software licenses are not returnable or refundable.

2.2.3.2 2.2.3.2. All orders for third party hardware and licenses for Google Workspace are non-cancellable and non-returnable.

2.3 GOOGLE MAPS

2.3.1 Customer use of Google Maps is subject to the terms of the Google Maps Platform Terms of Service (“Google Maps Terms”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Google Maps Terms. Customer understands that Customer must agree to the Google Maps Terms prior to accessing or using Google Maps. Unless Google expressly agrees otherwise in writing, Customer must accept the Google Maps Terms, with no alteration or amendment, prior to the Customer’s first log in to Google Maps. The Google Maps Terms is hereby incorporated by reference.

2.2.2 Technical Support Services. Promevo will forward to Google any Customer requests for support related to functional features of Google Maps. Promevo will assume responsibility for all other aspects of Customer requests for support for end users it places in service, and may forward and/or escalate such requests to Google. Customer acknowledges and agrees that Promevo may exchange such information, including Customer Data that Promevo deems necessary for Google to assist in the resolution of such requests. Google will only provide customer support to Customers in accordance with the Google Maps Terms.

2.2.3 Prodcut Returns.

Google Maps product returns are also subject to Promevo’s Return Policy, located at https://shop.promevo.com/index.php/returnpolicy

2.4. GOOGLE GLASS

Customer use of Google Glass is subject to the terms of the Google Glass Terms of Service (“Google Glass TOS”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Google Glass TOS. Customer understands that Customer must agree to the Google Glass TOS prior to accessing or using the Google Glass Services. Unless Google expressly agrees otherwise in writing, Customer must accept the Google Glass TOS, with no alteration or amendment, prior to the Customer’s first log in to the Google Glass Services. The Google Glass TOS is hereby incorporated by reference

2.4.1 ScopeThese Purchase Terms apply to Customer’s purchase of Products from Promevo. Promevo is an authorized reseller of the Products in the US and/or Canada. Customers outside of the US and/or Canada may not purchase Products from Promevo.

2.4.2 Purchase and Use.

2.4.2.1 Use by Customer Customer represents and agrees that Customer: (i) will only use the Products with employees and subcontractors who are providing services to Customer, and (ii) will not transfer or resell the Products to any third party. However, Customer may transfer the Products to a Customer Affiliate as long as Customer has agreed in writing to remain fully responsible for such Affiliates’ use of the Products. Customer must promptly notify Promevo if it becomes aware of any violation of this Section and agrees to use its best efforts in cooperation with Promevo to take reasonable steps to stop any such violation.

2.4.2.2 Customer Materials Customer may install software, products, or other materials on Glass (“Customer Materials”). Customer will be solely liable for the quality, content, and reliability of any Customer Materials. Customer may not state or imply that Customer is affiliated with Google or Promevo, or that Google or Promevo bear any responsibility for the Customer Materials. Customer is solely responsible to ensure that the Customer Materials: (a) will function properly when properly installed, be compatible with Glass and software on Glass, and perform in accordance with any applicable documentation and specifications; (b) will not damage any other existing Product software or hardware; and (c) will not contain any viruses, worms, or other harmful code. To the extent Customer uses Android or other software development tools provided by Google in conjunction with Products, Customer shall: (i) do so only as directed by Google, and shall agree to any such applicable terms; and (ii) enter into the applicable Google contributor license agreement.

2.4.2.3 Personal Information If Customer collects or otherwise accesses personally identifiable information from or about any end user of a Product (“End User Data”), then Customer will collect, use, disclose, store and destroy such End User Data in compliance with all applicable laws and regulations relating to privacy, data security and the protection of personally identifiable information. Customer will protect the security, privacy, and confidentiality of any End User Data, including by implementing and maintaining technical, administrative and physical safeguards to prevent unauthorized access to, destruction, use, modification or disclosure of any End User Data. Customer will comply with industry standard practices regarding the detection and correction of any vulnerability in the Customer Materials that allows unauthorized destruction of, access to, or control of the Product or any information residing on the Product, and will promptly notify Promevo if Customer becomes aware of any such vulnerability. Before Customer returns any Products to Promevo, Customer must delete any and all Personal Information from any Products returned to Promevo.

2.4.3 Glass Software. Customer acknowledges that Product does not include software that will enable access to Google’s online products and services. Customer is solely responsible for obtaining and installing any Customer or third-party software onto purchased Products.

2.4.4 Customer Support. Customer is responsible for providing any customer support for any and all software Customer incorporates into, adds to, or otherwise uses with the Products or any software installed or enabled by a third party, including in connection with any requests for repair, return, or replacement

2.4.5 Other Customer Obligations. Customer will: (a) maintain qualified personnel with training and knowledge of the specification, features and use of the Products; (d) inform Promevo promptly of any material complaint concerning the Products; (e) not use the Products in any manner that may be expected to be damaging to Google’s reputation; (f) avoid any illegal or unethical actions; (g) comply with the Google Glass developer policies (available at https://developers.google.com/glass/policies or such other URL as Google may provide); (h) comply with all applicable laws in connection with Customer’s use of any Product; and (i) at Customer’s own expense, obtain and arrange for the maintenance in full force and effect of all governmental approvals, consents, licenses, authorizations, declarations, filings and registrations relating to Customer’s use of the Product.

2.4.6 Import and Export. The Products may be subject to import and export laws and regulations. Customer must comply with all U.S. and international import and export laws and regulations applicable to the Products. These laws and regulations may include restrictions on destinations, users, and end use, including the locations where Customer may ship Products after receiving them from Promevo.

2.4.7 Prodcut Returns.

2.4.7.1 Customer shall ensure that Products returned to Promevo shall be delivered in accordance with reasonable instructions provided by Google and Promevo.

2.4.7.2 All returns require prior approval by Promevo and shall be reviewed, accepted or rejected on a case-by-case basis. Returns may be approved or denied at Promevo’s discretion.

2.4.8 Product Changes by Google. Promevo and Google reserve the right at any time to: (i) discontinue the sale or distribution of any Product, and to change the design or production of its Products or any parts thereof, without advance notice or obligation to Customer; and (ii) cease sale or distribution of any Product.

2.4.9 Product-related issue. If the Customer has any Product-related issues, Customer will return such Products to Promevo, subject to the terms of the Promevo’s Return Policy, located at https://shop.promevo.com/index.php/returnpolicy.

2.4.10 Third-Party Beneficiary. Google is a third-party beneficiary to these Purchase Terms and has the right to enforce these Purchase Terms against Customer.

2.5. GOOGLE WORKSPACE

Customer use of Google Workspace is subject to the terms of the Google Workspace TOS as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Google Workspace TOS. Customer understands that Customer must agree to the Google Workspace TOS prior to accessing or using the Google Workspace Services. Unless Google expressly agrees otherwise in writing, Customer must accept the Google Workspace TOS, with no alteration or amendment, prior to the Customer’s first log in to the Google Workspace Services. The Google Workspace TOS is hereby incorporated by reference.

2.5.1 Provision of Services. Customer acknowledges and agrees that the MSA and the Google Workspace TOS govern Customer’s use of Google Services, but do not govern implementation and deployment services performed by Promevo, if any, which will be performed under a separate professional services agreement between Promevo and Customer.

2.5.2 Technical Support Services.

2.5.2.1 By Google. Google will provide first-line technical support directly to Customers’ IT administrators, pursuant to the Google Workspace TSS Guidelines. Google will respond in accordance with the applicable Google Workspace TSS Guidelines. Customer may choose, in its sole discretion, to include Promevo in communications with Google. If Google fails to comply with the SLA, Customer will only be eligible to receive those remedies set out under the Google Workspace TOS and must request such remedies directly from Promevo; and Google will only provide customer support to Customers in accordance with the Google Workspace TOS.

2.5.2.2 By Promevo. If Customer cannot resolve a support issue, then Customer may escalate the issue to Google in accordance with the applicable Google Workspace TSS Guidelines, or may choose to engage Promevo in the resolution of the support issue. Promevo may elect to participate in the resolution of any support issue(s), or to require a separate services agreement to be executed between Customer and Promevo, at Promevo’s sole discretion, and at any time in the resolution of a support issue. Customer may elect to execute such separate services agreement(s) at its discretion. No commitment to provide specific technical support services is made by Promevo to Customer through this Agreement.

2.5.2.3 Communications with Google. Customer hereby consents and agrees that Promevo may provide Google with contact details for Customer to allow Google to communicate directly with Customer for the following purposes: (A) to conduct customer service and satisfaction surveys; (B) as required to ensure Customer is provided with options to maintain continuity of the Services (including, if applicable, any scenario in which Promevo’s authorization to continue to resell or provision the Services has been terminated); (C) for purposes related to the provisioning of the Services to Customer’s account, in relation to any Services updates or security incidents; and (D) as required to execute any non-standard Customer orders. Customer also agrees that Google may use such contact details to inform Customer about new or additional Google products related to the Services, provided that Google will take reasonable steps to allow Customer to opt out of receiving such Google product communications at any time.

2.5.2.4 Disclosure to Google. Customer permits Promevo to disclose Customer contact details to Google as reasonably required for (i) Google to provide the Google Services to Customer; (ii) Google to provide technical support to Promevo in connection with Customer’s support issues regarding the Google Services; and (iii) Google to provide technical support to Customer in connection with Customer’s support issues regarding the Google Services.

2.5.3 Service Levels. The Services are governed by the SLA set forth in the Google Workspace TOS. If Google fails to comply with the SLA, Customer will be eligible to receive those remedies set out in the Google Workspace TOS and must request such remedies directly from Promevo. Customer’s sole and exclusive remedy in the event of an SLA breach will be the remedies set forth in the applicable SLA.

3. ADD-ON PRODUCTS

3.1. APP SHEET

Customer use of AppSheet is subject to the terms of the AppSheet Terms of Service (“AppSheet TOS”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the AppSheet TOS. Customer understands that Customer must agree to the AppSheet TOS prior to accessing or using the AppSheet Services. Unless Google expressly agrees otherwise in writing, Customer must accept the AppSheet TOS, with no alteration or amendment, prior to the Customer’s first log in to the AppSheet Services. The AppSheet TOS is hereby incorporated by reference.

3.1.1. Technical Support Services.

3.1.1.1. By Google. Google will provide first-line technical support directly to Customers’ IT administrators, pursuant to the Google Workspace TSS Guidelines. Google will respond in accordance with the applicable Google Workspace TSS Guidelines. Customer may choose, in its sole discretion, to include Promevo in communications with Google. If Google fails to comply with the SLA, Customer will only be eligible to receive those remedies set out under the Google Workspace TOS and must request such remedies directly from Promevo; and Google will only provide customer support to Customers in accordance with the Google Workspace TOS.

3.1.1.2. By Promevo. If Customer cannot resolve a support issue, then Customer may escalate the issue to Google in accordance with the applicable Google Workspace TSS Guidelines, or may choose to engage Promevo in the resolution of the support issue. Promevo may elect to participate in the resolution of any support issue(s), or to require a separate services agreement to be executed between Customer and Promevo, at Promevo’s sole discretion, and at any time in the resolution of a support issue. Customer may elect to execute such separate services agreement(s) at its discretion. No commitment to provide specific technical support services is made by Promevo to Customer through this Agreement.

3.1.1.3. Communications with Google. Customer hereby consents and agrees that Promevo may provide Google with contact details for Customer to allow Google to communicate directly with Customer for the following purposes: (A) to conduct customer service and satisfaction surveys; (B) as required to ensure Customer is provided with options to maintain continuity of the Services (including, if applicable, any scenario in which Promevo’s authorization to continue to resell or provision the Services has been terminated); (C) for purposes related to the provisioning of the Services to Customer’s account, in relation to any Services updates or security incidents; and (D) as required to execute any non-standard Customer orders. Customer also agrees that Google may use such contact details to inform Customer about new or additional Google products related to the Services, provided that Google will take reasonable steps to allow Customer to opt out of receiving such Google product communications at any time.

3.1.1.4. Disclosure to Google. Customer permits Promevo to disclose Customer contact details to Google as reasonably required for (i) Google to provide the Google Services to Customer; (ii) Google to provide technical support to Promevo in connection with Customer’s support issues regarding the Google Services; and (iii) Google to provide technical support to Customer in connection with Customer’s support issues regarding the Google Services.

3.1.1.5. Service Levels. The Services are governed by the SLA set forth in the Google Workspace TOS. If Google fails to comply with the SLA, Customer will be eligible to receive those remedies set out in the Google Workspace TOS and must request such remedies directly from Promevo. Customer’s sole and exclusive remedy in the event of an SLA breach will be the remedies set forth in the applicable SLA.

3.2. BEYONDCORP ENTERPRISE

Customer use of BeyondCorp Enterprise is subject to the BeyondCorp Enterprise terms under the Google Cloud Service Specific Terms and the online Chrome Browser Cloud Management License Agreement (available at https://cloud.google.com/terms/chrome-enterprise/chrome-browser-cloud-management) (collectively, “BeyondCorp Enterprise TOS”), and the following additional terms. Any capitalized terms used but not defined below have the meanings in the BeyondCorp Enterprise TOS. Customer understands that Customer must agree to the BeyondCorp Enterprise TOS prior to accessing or using the BeyondCorp Enterprise Services. Unless Google expressly agrees otherwise in writing, Customer must accept the BeyondCorp Enterprise TOS, with no alteration or amendment, prior to the Customer’s first log in to the BeyondCorp Enterprise Services. The BeyondCorp Enterprise TOS is hereby incorporated by reference.

3.2.1. Technical Support Services.

3.2.1.1. By Google. Google will provide first-line technical support directly to Customers’ IT administrators, pursuant to the Google Workspace TSS Guidelines. Google will respond in accordance with the applicable Google Workspace TSS Guidelines. Customer may choose, in its sole discretion, to include Promevo in communications with Google. If Google fails to comply with the SLA, Customer will only be eligible to receive those remedies set out under the Google Workspace TOS and must request such remedies directly from Promevo; and Google will only provide customer support to Customers in accordance with the Google Workspace TOS.

3.2.1.2. By Promevo. If Customer cannot resolve a support issue, then Customer may escalate the issue to Google in accordance with the applicable Google Workspace TSS Guidelines, or may choose to engage Promevo in the resolution of the support issue. Promevo may elect to participate in the resolution of any support issue(s), or to require a separate services agreement to be executed between Customer and Promevo, at Promevo’s sole discretion, and at any time in the resolution of a support issue. Customer may elect to execute such separate services agreement(s) at its discretion. No commitment to provide specific technical support services is made by Promevo to Customer through this Agreement.

3.2.1.3. Communications with Google. Customer hereby consents and agrees that Promevo may provide Google with contact details for Customer to allow Google to communicate directly with Customer for the following purposes: (A) to conduct customer service and satisfaction surveys; (B) as required to ensure Customer is provided with options to maintain continuity of the Services (including, if applicable, any scenario in which Promevo’s authorization to continue to resell or provision the Services has been terminated); (C) for purposes related to the provisioning of the Services to Customer’s account, in relation to any Services updates or security incidents; and (D) as required to execute any non-standard Customer orders. Customer also agrees that Google may use such contact details to inform Customer about new or additional Google products related to the Services, provided that Google will take reasonable steps to allow Customer to opt out of receiving such Google product communications at any time.

3.3.1.4. Disclosure to Google. Customer permits Promevo to disclose Customer contact details to Google as reasonably required for (i) Google to provide the Google Services to Customer; (ii) Google to provide technical support to Promevo in connection with Customer’s support issues regarding the Google Services; and (iii) Google to provide technical support to Customer in connection with Customer’s support issues regarding the Google Services.

3.4.1.5. Service Levels. The Services are governed by the SLA set forth in the Google Workspace TOS. If Google fails to comply with the SLA, Customer will be eligible to receive those remedies set out in the Google Workspace TOS and must request such remedies directly from Promevo. Customer’s sole and exclusive remedy in the event of an SLA breach will be the remedies set forth in the applicable SLA.

3.3. GOOGLE CLOUD IDENTITY

Customer use of Google Cloud Identity is subject to the terms of the Google Cloud Identity Terms of Service (“Google Cloud Identity TOS”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Google Cloud Identity TOS. Customer understands that Customer must agree to the Google Cloud Identity TOS prior to accessing or using the Google Cloud Identity Services. Unless Google expressly agrees otherwise in writing, Customer must accept the Google Cloud Identity TOS, with no alteration or amendment, prior to the Customer’s first log in to the Google Cloud Identity Services. The Google Cloud Identity TOS is hereby incorporated by reference

3.3.1. Provision of Services. Promevo will enable the Product within Customer’s existing Google Workspace domain. Promevo will supply Provisioning Services for the Product to Customer using certain Reseller Tools (including the Reseller Console). In order to supply some portions of the Provisioning Services, Customer may be required to provide Promevo access to Customer G Suite account via the administrative panel of its G Suite domain. If Customer is unable or unwilling to provide such access, then Customer understands that Promevo will not provide the affected portions of the Provisioning Services to Customer.

3.3.2. Payment and Fees. Google reserves the right to make new applications, features, or provide additional functionality to the Product or Google Services from time to time. The use of such new application, features, or functionality may be: (a) associated with a new or separate SKU; and/or (b) contingent upon Customer’s agreement to additional terms; and/or (c) subject to additional charges. Google reserves the right to set or change the list price of any SKU at any time. Promevo reserves the right to revise Customer’s Fees in accordance with the terms of the MSA.

3.3.3. Technical Support Services.

3.3.3.1. By Google. Google will provide first-line technical support directly to Customers’ IT administrators, pursuant to the Google Workspace TSS Guidelines. Google will respond in accordance with the applicable Google Workspace TSS Guidelines. Customer may choose, in its sole discretion, to include Promevo in communications with Google. If Google fails to comply with the SLA, Customer will only be eligible to receive those remedies set out under the Google Workspace TOS and must request such remedies directly from Promevo; and Google will only provide customer support to Customers in accordance with the Google Workspace TOS.

3.3.3.2. By Promevo. If Customer cannot resolve a support issue, then Customer may escalate the issue to Google in accordance with the applicable Google Workspace TSS Guidelines, or may choose to engage Promevo in the resolution of the support issue. Promevo may elect to participate in the resolution of any support issue(s), or to require a separate services agreement to be executed between Customer and Promevo, at Promevo’s sole discretion, and at any time in the resolution of a support issue. Customer may elect to execute such separate services agreement(s) at its discretion. No commitment to provide specific technical support services is made by Promevo to Customer through this Agreement.

3.3.3.3. Communications with Google. Customer hereby consents and agrees that Promevo may provide Google with contact details for Customer to allow Google to communicate directly with Customer for the following purposes: (A) to conduct customer service and satisfaction surveys; (B) as required to ensure Customer is provided with options to maintain continuity of the Services (including, if applicable, any scenario in which Promevo’s authorization to continue to resell or provision the Services has been terminated); (C) for purposes related to the provisioning of the Services to Customer’s account, in relation to any Services updates or security incidents; and (D) as required to execute any non-standard Customer orders. Customer also agrees that Google may use such contact details to inform Customer about new or additional Google products related to the Services, provided that Google will take reasonable steps to allow Customer to opt out of receiving such Google product communications at any time.

3.3.3.4. Disclosure to Google. Customer permits Promevo to disclose Customer contact details to Google as reasonably required for (i) Google to provide the Google Services to Customer; (ii) Google to provide technical support to Promevo in connection with Customer’s support issues regarding the Google Services; and (iii) Google to provide technical support to Customer in connection with Customer’s support issues regarding the Google Services.

3.3.3.5. Service Levels. The Services are governed by the SLA set forth in the Google Workspace TOS. If Google fails to comply with the SLA, Customer will be eligible to receive those remedies set out in the Google Workspace TOS and must request such remedies directly from Promevo. Customer’s sole and exclusive remedy in the event of an SLA breach will be the remedies set forth in the applicable SLA.

3.4. GOOGLE VAULT

Customer use of Google Customer use of Google Vault is subject to the terms of the Google Workspace Service Specific Terms (“Google Workspace SST”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Google Workspace SST. Customer understands that Customer must agree to the Google Workspace SST prior to accessing or using Google Vault. Unless Google expressly agrees otherwise in writing, Customer must accept the Google Workspace SST, with no alteration or amendment, prior to the Customer’s first log in to Google Vault. The Google Workspace SST is hereby incorporated by reference.

3.4.1. Retention. Promevo and Google will have no obligation to retain any Customer Data beyond the retention period specified by the Customer (other than for any legal holds). If Customer does not renew Google Vault, Promevo and Google will have no obligation to retain any archived Customer Data.

3.4.2. Additional Purchases. Unless Promevo allows otherwise, with each additional purchase of User accounts for the Google Services after Customer has purchased Google Vault, Customer will be invoiced for, and will receive access to, Google Vault for the same number of User accounts.

3.5. GOOGLE VOICE

Customer use of Google Voice is subject to the terms of the Google Voice Terms of Service (“Google Voice TOS”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Google Voice TOS. Customer understands that Customer must agree to the Google Voice TOS prior to accessing or using the Google Voice Services. Unless Google expressly agrees otherwise in writing, Customer must accept the Google Voice TOS, with no alteration or amendment, prior to the Customer’s first log in to the Google Voice Services. The Google Voice TOS is hereby incorporated by reference.

3.5.1. Definitions.

3.5.1.1. "Google Voice” means the Google Voice interconnected voice over Internet protocol (“VoIP”) services as further described at the following URL: http://cloud.google.com/voice (as the content at such URL and the URL itself may be updated or modified by Google from time to time). The Google Voice service is provided by GVSP.

3.5.1.2. "G Suite Service Specific Terms" means the then-current terms at the following URL: https://gsuite.google.com/intl/en/terms/service-terms/ (as the content at such URL and the URL itself may be updated or modified by Google from time to time). The G Suite Service Specific Terms are incorporated by reference into the Google TOS.

3.5.1.3. “Google Voice Service Specific Terms” means the then-current terms of the G Suite Service Specific Terms that are applicable to Google Voice.

3.5.1.4. "Calling Rates” has the meaning given to it under the Google Voice Service Specific Terms.

3.5.1.5. “Google Voice Service Provider” or “GVSP” has the meaning given to it under the Google Voice Service Specific Terms.

3.5.1.6. "Regional Terms” has the meaning given to it under the Google Voice Service Specific Terms.

3.5.1.7. “Service Countries” has the meaning given to it under the Regional Terms of the Google Voice Service Specific Terms.

3.5.2. Provision of Services. Customer acknowledges and agrees that the Google Voice interconnected voice over Internet protocol (“VoIP”) service is provided by GVSP. Customer is responsible for obtaining and maintaining any consents required, including from Customer End Users, to allow Promevo to perform its obligations under the MSA, and to allow Google and GVSP to provision or provide support for Google Voice.

3.5.3. Google Voice Marketing Structure. Google is a duly authorized agent of GVSP only in relation to Google Voice, and contracts on behalf of GVSP in relation to Google Voice. Accordingly:

3.5.3.1. Except as supplemented or amended by the terms of the MSA, the other terms of the Google Voice TOS apply to GVSP’s provision of Google Voice as described in this Section;

3.5.3.2. Customer may enforce claims, rights and benefits under Google Voice TOS relating to Google Voice only against GVSP, not Promevo; and,

3.5.3.3. Customer will owe obligations under the Google Voice TOS relating to Google Voice to Promevo and GVSP as described in the MSA.

3.5.4. Direct Marketing. With respect to only Google Voice:

3.5.4.1. Promevo is not a reseller of Google Voice but rather has been appointed by Google as a marketing agent on behalf of Google in Google’s sale of Google Voice in the Service Countries (as defined in the Google Voice Regional Terms);

3.5.4.2. All references in the Google Voice TOS and the Product Schedule to “resale” and to Promevo “reselling” Products will, for purposes of Google Voice, refer instead to Promevo’s “marketing” of Google Voice. For clarity, Promevo is acting as a marketing agent of Google Voice being provided by GVSP and not a reseller within the meaning of federal universal service contribution requirements;

3.5.4.3. Google has delegated to Promevo the right and obligation to collect payments from Customers in connection with Google Voice. Customer recognizes the resulting obligation of Promevo to collect for the Google Voice service and Customer agrees to remit its payments to Promevo.

3.5.5. Ordering. Customer must submit all orders for Google Voice using an Order Form that is in a format requested by and acceptable to Promevo. Customer is responsible for: (a) ensuring that orders contain complete and accurate information and (b) providing any additional customer information reasonably required for the provision of Google Voice.

3.5.6. Technical Support Services. Promevo will forward to Google any Customer requests for support related to porting or any other functional features of Google Voice. Promevo will assume responsibility for all other aspects of Customer requests for support for end users it places in service, and may forward and/or escalate such requests to Google. Customer acknowledges and agrees that Promevo may exchange such information, including Customer Data that Promevo deems necessary for Google to assist in the resolution of such requests. Google will only provide customer support to Customers in accordance with the Google TOS.

3.5.7. Service Level Remedies. If Google fails to comply with a standard of service set forth in a Service Level Agreement (“SLA”), Customer will only be eligible to receive those remedies set out under the Google TOS and must request such remedies directly from Promevo. Customer acknowledges and agrees that Google Voice is a communications service that is subject to occasional interference and service disruption and that Customer will hold Promevo harmless for any such instances and look to Google under the Google TOS regarding any service-related issues.

3.6. LOOKER

Customer use of Looker is subject to the terms of the Looker Terms of Service (“Looker TOS”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Looker TOS. Customer understands that Customer must agree to the Looker TOS prior to accessing or using the Looker Services. Unless Google expressly agrees otherwise in writing, Customer must accept the Looker TOS, with no alteration or amendment, prior to the Customer’s first log in to the Looker Services. The Looker TOS is hereby incorporated by reference

3.6.1. Technical Support Services. Promevo will forward to Google any Customer requests for support related to functional features of Looker. Promevo will assume responsibility for all other aspects of Customer requests for support for end users it places in service, and may forward and/or escalate such requests to Google. Customer acknowledges and agrees that Promevo may exchange such information, including Customer Data that Promevo deems necessary for Google to assist in the resolution of such requests. Google will only provide customer support to Customers in accordance with the Google TOS

3.7 GEMINI

Customer use of Gemini is subject to the terms of the General Service terms as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Gemini General Service terms. Customer understands that Customer must agree to the Gemini General Service terms prior to accessing or using the Gemini Services. Unless Google expressly agrees otherwise in writing, Customer must accept the Gemini General Service terms, with no alteration or amendment, prior to the Customer’s first log in to the Gemini Services. The Gemini General Service terms is hereby incorporated by reference.

3.7.1. Technical Support Services. The use of Gemini is subject to the terms of section 1.1.3. 

3.8 Cameyo

Customer's use of Cameyo is subject to the terms of Cameyo`s End User License Agreement (“EULA”) as well as the following additional terms. Any capitalized terms used but not defined below have the meanings in the Cameyo EULA. Customer understands that Customer must agree to Cameyo`s EULA prior to accessing or using Cameyo Services. Unless Cameyo expressly agrees otherwise in writing, Customer must accept the Cameyo EULA, with no alteration or amendment, prior to the Customer’s first login to Services. The EULA is hereby incorporated by reference.

3.8.1. Technical Support Services

Promevo will forward to Cameyo any Customer requests for support related to functional features of Products. Promevo will assume responsibility for all other aspects of Customer requests for support for end users, and may escalate such requests to Cameyo. Customer acknowledges and agrees that Promevo may exchange such information, including Customer Data that deems necessary for Cameyo to assist in the resolution of such requests. Cameyo will only provide customer support to Customers in accordance with the Cameyo EULA.