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G Suite Enterprise for Education 總覽

張貼者:2018年8月30日 下午10:52黃景煌

https://support.google.com/a/answer/7370133

G Suite Enterprise for Education 總覽

G Suite Enterprise for Education 為教育機構提供了一套全方位的機構管理工具,即使是與企業有類似需求的行政部門,也能順利納入管理。服務內容包含進階控制項、先進的數據分析與搜尋功能,以及企業級通訊工具。

G Suite Enterprise for Education 包含以下內容:

  • 安全中心:IT 管理員可以在這裡查看機構的數據分析和可行深入分析資料,更輕鬆地處理複雜的安全性需求。瞭解詳情
  • 資料地區:管理員可以使用資料地區政策,選擇將政策涵蓋的資料存放在特定地理位置 (美國或歐洲)。瞭解詳情
  • Cloud Search:整合各項 G Suite 服務的搜尋體驗,節省使用者的搜尋時間,讓他們有更多時間做深入分析。瞭解詳情
  • Hangouts Meet 進階功能:包括直播、錄製會議內容並儲存到 Google 雲端硬碟、透過電話撥號加入會議 (美國與其他國家/地區),以及舉行最多 100 人參加的大型會議 (免費授權使用者無法進行直播及錄製會議內容)。瞭解詳情
  • 進階行動裝置管理:協助大型機構管理內部人員自攜的行動裝置,包括進行行動稽核管理規則管理應用程式瞭解詳情
  • BigQuery 的 G Suite 報告與 Gmail 記錄:協助教育單位管理員診斷問題或取得分析資料。瞭解詳情
  • 第三方封存產品:可用來儲存及找出重要電子郵件。瞭解詳情
  • 進階支援:由產品專員組成的專業團隊可以更快速回應各種問題。進階支援服務僅對購買超過 200 個授權的機構開放。

進一步瞭解:比較兩種教育版產品

購買費用

單獨購買授權的基本費率:

  • 教職員每人每月 $4 美元
  • 學生每人每月 $4 美元


如果貴機構要在 2018 年為全體教職員購買授權,我們將提供入門價格*:

  • 教職員每人每月 $2 美元
  • 符合資格的學生費用全免

* 只有在 2018 年購買產品的客戶可享入門價格。我們將於首次簽約日期的 3 年後進行續約。只要為全體教職員的授權進行續約,學生就能繼續使用免費授權。目前此優惠方案將持續實施。

購買管道

您可以向下列 17 個國家/地區的特定經銷商購買 G Suite Enterprise 教育版:澳洲、丹麥、芬蘭、香港、印度、印尼、日本、荷蘭、紐西蘭、挪威、菲律賓、新加坡、西班牙、瑞典、台灣、英國、美國。

如果想針對貴校購買 G Suite Enterprise 教育版的事宜諮詢專家意見,請填寫這份表單

G Suite Enterprise for Education is now available

張貼者:2018年8月30日 下午10:32黃景煌   [ 已更新 2018年8月30日 下午10:34 ]

https://www.blog.google/products/g-suite/g-suite-enterprise-education-now-available/

G Suite Enterprise for Education is now available

Since launching G Suite for Education, we’ve heard a common request from colleges, universities and large school districts: the need for more advanced tools to meet their complex technology needs. In January, we announced G Suite Enterprise for Education, a new edition of G Suite for Education that offers additional enterprise-grade capabilities designed for large institutions and customized for education. Starting today, G Suite Enterprise for Education is generally available to educational institutions in the United States, and is coming to more countries soon.

Additionally, new tools—such as Data Loss Prevention (DLP), security key management and enforcement, and Gmail S/MIME—will start rolling out to all G Suite for Education users over the next few months. G Suite for Education, a suite of tools used by 80M teachers and students, has been and will remain free for schools and we’ll continue to add new features to that edition at no additional cost.

New security features added to free version of G Suite for Education

Admins can expect increased security and greater controls with new tools that are being made available over the next few months to the free version of G Suite for Education:

  1. Gmail and Drive Data Loss Prevention (DLP) lets admins prohibit users from sharing sensitive content with people outside their institutions. It checks for sensitive content like personal student information or preset keywords, and alerts admins so they can intervene. 
  2. Hosted Gmail S/MIME offers schools an additional line of defense to protect sensitive emails. With this tool, institutions have the option to digitally sign and encrypt emails. In addition, it also adds verifiable account-level signatures authentication to better protect against email spoofing. It’s easy to manage for administrators and seamless for users.
  3. Security key management and enforcement offers an additional layer of security for user accounts by requiring a physical key. Admins can now require faculty, staff and students to use physical keys that use cryptography as a part of 2-step verification when signing into G Suite.  
  4. Admins can control session length for users accessing Google services like Gmail and Drive, which means that users will be automatically logged out after a specified amount of time. If specific groups of users require certain session lengths, admins can apply different web session duration settings to different groups.

Buston University校友使用G Suite

張貼者:2018年8月30日 下午10:15黃景煌

http://www.bu.edu/tech/support/google/

台大校友使用G Suite

張貼者:2018年8月30日 下午8:51黃景煌   [ 已更新 2018年8月30日 下午9:00 ]

https://www.cc.ntu.edu.tw/chinese/services/serv_i06.asp

UCI校友使用G Suite (非教職員生-如Alumni可能必需開放Google放廣告)

張貼者:2018年8月30日 下午8:41黃景煌   [ 已更新 2018年8月30日 下午8:45 ]

http://www.google.uci.edu/contract.html
UCI G Suite

UCI G Suite > Contract

UC Google Contract


The University of California has a contract with Google that provides assurances regarding the security and privacy of customer information stored on Google's systems. UC's contract with Google takes precedence if there is a conflict with Google's posted terms or policies.

As part of adopting G Suite for faculty and staff use, UC updated its 2008 Google contract originally set up for student deployments. This contract covers areas of concern to higher education and specifically to research institutions.

CORE APPS: UCI faculty, staff, and students have access to UCI Core G Suite (Email, Calendar, Drive/Docs, Groups, Sites, Hangouts, Chat, and Mobile). Our core G Suite are governed by a contract between the University of California and Google.

CONSUMER APPS: Additional Google Consumer Apps (Blogger, Google+, YouTube, Picasa, Reader, etc.,) are governed by a contract between YOU and Google. If you would like to use these Consumer Apps with your @uci.edu account, you will need to agree to Google's Terms of Service and Privacy Policy, which govern these Consumer Apps.


Summary of UC Google Contract

Here are some of the key issues that are included in the UC/Google contract and terms of service:

  • UCI owns our content, Google has no ownership rights. Google may store our data in any of their international data centers.
  • Google agrees to "reasonable security standards" and will have standard audits done. They will notify us about any security breach of our data.
  • Google agrees to protect our information as they would their own. They link from the contract to the privacy policy, recently updated at: http://www.google.com/policies/privacy/
  • We are responsible for responding to third-party requests for UC information received by us or Google. Google will notify us about requests it receives for UC information, to the extent permitted by law.
  • Google agrees to let us know in advance about changes to the service or terms of the agreement. So far, examples include Google's advance notice of user interface modifications and the consolidated privacy policy.
  • No ads - the default setting is No Ads for faculty, staff and students though Google may serve ads to they do to alumni if UC moves them to another domain.
  • Google does scanning and indexing as part of offering the services like searches, anti-virus and spam management.
  • UC agrees to use "commercially reasonable" efforts to ensure that its users comply with Google's Acceptable Use Policy, Google does not monitor UC activity looking for violations of its Acceptable Use Policy. Google will notify us if something comes to their attention - similar to how we handle our Allowable Use Policy (Section III of the Electronic Communications Policy).
  • Google can suspend accounts if there has been a material breach of the service agreement and UC does not take action.
  • No fees - for the initial term of the agreement, there are no fees for the service, though Google may offer premium services for a fee.
  • Google agrees to comply FERPA requirements as a "school official" consistent with FERPA's definitions.

Full Text of UC Google Contract

This information is just a high level summary. The complete contract between UC and Google is available to the UCI community with UCI Google Account sign in.


Have more questions? You may contact the OIT Help Desk at oit@uci.edu or (949) 824-2222.

Updated: May 19, 2017

NC State University校友使用G Suite (非教職員生-如Alumni可能必需開放Google放廣告)

張貼者:2018年8月30日 下午8:32黃景煌   [ 已更新 2018年8月30日 下午8:43 ]

https://google.oit.ncsu.edu/working-with/google-apps-education-edition-agreement/

Google Apps Education Edition Agreement

[October 2009]

This Google Apps Education Edition Agreement (the “Agreement”) is entered into by and between Google Inc., a Delaware corporation, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”) and North Carolina State University, an educational institution formed under the laws of North Carolina with an address at 20 Watauga Club Dr., Raleigh, North Carolina 27695 (“Customer”). This Agreement will be effective as of the date signed by Google below (the “Effective Date”). This Agreement governs Customer’s access to and use of the Service.

1. Services.

1.1 Generally. Google will provide the Services to Customer during the Term of this Agreement. Google will provide Customer with a password and an Admin Account to use for administering the End User Accounts, and other relevant features of the Service, if applicable. Customer may use the Services to: (a) provide End User Accounts to its End Users; and (b) administer End User Accounts through the Admin Console.

1.2 Facilities. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. Google has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data.

1.3 Modifications.

a. To the Services. Google may make commercially reasonable modifications to the Service, or particular components of the Service, from time to time. Google will use commercially reasonable efforts to notify Customer of any such changes.

b. To Applicable Terms. If Google makes a material change to the URL Terms, then Google will notify Customer by either sending an email to the Notification Email Address or alerting Customer via the Admin Console. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Google via the Help Center within thirty days after receiving notice of the change. If Customer notifies Google as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current term for the affected Services. If the affected Services are renewed, they will be renewed under Google’s then current URL Terms.

1.4 Customer Domain Name Ownership. Prior to providing the Services, Google may verify that Customer owns or controls the Customer Domain Names. If Customer does not own, or control, the Customer Domain Names, then Google will have no obligation to provide Customer with the Services.

1.5 Privacy Policies. Google will comply with the Customer Privacy Notice and the End User Privacy Notice. Changes to these notices will be made as stated in the applicable notice.

1.6 Ads.

a. Default Setting. The default setting for the Services is one that does not allow Google to serve Ads. Customer may change this setting in the Admin Console, which constitutes Customer’s authorization for Google to serve Ads. If Customer enables the serving of Ads, it may revert to the default setting at any time and Google will cease serving Ads.

b. Generally. Ads will comply with the AdWords Guidelines. Except as stated otherwise under this Agreement, Google will neither contact the End Users directly through email, nor authorize a third party to contact the End Users directly by email, for advertising purposes. If Google is authorized to serve Ads, any revenue generated from the display of Ads will be retained by Google and will not be subject to any revenue sharing.

c. Selectively Showing Ads. If Customer chooses to separate different classifications of End Users by domain, then Customer must enable the serving of Ads to Alumni. If Google provides the capability for Customer to show Ads only to particular sets of End Users, then Customer must enable Google’s serving of Ads to End Users who are not Students or Staff.

1.7 Data Transfer. As part of providing the Service, Google may store and process Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.

2. Customer Obligations.

2.1 Compliance with the Agreement. Customer will comply with the Acceptable Use Policy and the Agreement, and will use best efforts to ensure its End Users do the same. Google may make additional applications, features or functionality available from time to time through the Service, the use of which may be contingent upon Customer’s agreement to additional terms. Customer agrees that its use of the APIs or the Domain Service is subject to its compliance with the API Terms of Use, or Domain Service Terms, as applicable.

2.2 Aliases. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Names. Google reserves the right to be copied on emails sent to these aliases for Customer Domain Names.

2.3 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access the Admin Account and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account; (b) designating those of its employees who are authorized to access the Admin Account; and (c) ensuring that all activities that occur in connection with the Admin Account comply with the Agreement. Customer agrees that Google’s responsibilities do not extend to the internal management or administration of Customer’s electronic messaging system or messages and that Google is merely a data-processor.

2.4 Privacy. Customer agrees to protect the privacy rights of its End Users under all applicable laws and regulations. Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain consent from all End Users to Customer’s access, monitoring, use or disclosure of this data, and to Google providing Customer with the ability to do so. Customer is responsible for obtaining any necessary authorizations from End Users to enable Google to provide the Services.

2.5 Unauthorized Use. Customer will use all commercially reasonable efforts to prevent unauthorized use of the Service, and to terminate any unauthorized use. Customer will promptly notify Google of any unauthorized use of, or access to, the Services of which it becomes aware.

3. Requesting End User Accounts; Service Term.

3.1 Requesting End User Accounts. Customer may request End User Accounts by: (i) requesting them online; or (ii) after the Service Commencement Date, contacting Google support personnel.

3.2 Service Term. The initial term for the Service is four years, and will begin on the Service Commencement Date. End User Accounts requested after the Service Commencement Date will have a prorated term ending four years from the Service Commencement Date.

3.3 Auto Renewal. At the end of the initial term, the term for the Services may be renewed with mutual written consent for consecutive renewal terms of at least twelve months.

3.4 No Fees. Google may charge a fee for the Services after the initial term, and may charge a fee for new functionality or optional enhancements that may be added by Google to the Service. Google may also offer a premium version of the Services for a fee. Prior to Google charging Customer as stated in this section, Google and Customer will negotiate either a new agreement or an amendment to this Agreement.

3.5 Service Use. Customer has no obligation to use the Services and may cease using the Services at any time for any reason (or no reason).

4. Technical Support Services.

4.1 By Customer. 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 Service. Customer will use commercially reasonable efforts to resolve support issues brought to its attention on its own, without escalation to Google.

4.2 By Google. If Customer cannot resolve a support issue, then Customer’s Administrators may escalate the issue to Google in accordance with the applicable TSS Guidelines. Google will respond in accordance with the applicable TSS Guidelines.

5. Suspension.

5.1 Of End User Accounts By Customer. If Customer becomes aware of an End User’s violation of the Agreement, unless Google agrees otherwise in writing (including by email), Customer may Suspend the applicable End User Account. The duration of any Suspension will be until the applicable End User cures the breach giving rise to such Suspension. Customer may Suspend its End Users for its own reasons.

5.2 Of End User Accounts by Google. If Customer fails to Suspend an End User Account pursuant to Section 5.1 above, then Google may specifically request that Customer do so. If Customer fails to comply with Google’s request to Suspend an End User Account, then Google reserves the right to do so. The duration of any Suspension by Google will be until Google is reasonably satisfied that the applicable End User has cured the breach which caused the Suspension.

5.3 Of the Services by Google. If: (i) Customer materially violates this Agreement; (ii) Google provides Customer with commercially reasonable notice of this violation (which may be by email to the Notification Email Address); (iii) Google uses commercially reasonable efforts to discuss and resolve the violation with Customer; and (iv) despite the foregoing, the violation is not resolved to Google’s reasonable satisfaction, then Google reserves the right to Suspend administrative access to the Service, or to particular components of the Service. If, after all of the foregoing, Customer still has not cured a violation within thirty days of the commencement of a suspension under this Section, then Google may immediately terminate the Services for cause.

5.4 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may automatically Suspend the offending use. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue. If Google Suspends an End User Account for any reason without prior notice to Customer, at Customer’s request, Google will provide Customer the reason for the Suspension as soon as is reasonably possible.

6. Confidential Information.

6.1 Obligations. Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees and agents in violation of this Section.

6.2 Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

6.3 Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

6.4 The Admin Tool and Third Party Requests.

a. Admin Tool. Google will provide the Admin Tool only as a part of providing the Service. Customer misuse of the Admin Tool is considered a material breach of the Agreement.

b. Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, unless it is prohibited by law or by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request in a manner permitted by law; (b) comply with Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first use the Admin Tool to access the required information, and will contact Google only if it is insufficient for Customer’s needs.

7. Intellectual Property Rights; Brand Features.

7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Services.

7.2 Display of Brand Features. Google may display only those Customer Brand Features authorized by Customer, and only within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Service Pages to indicate that the Services are provided by Google. If Customer wants to display Google Brand Features in connection with the Services, Customer will comply with the Trademark Guidelines.

7.3 Brand Features Limitation. Each party may use the other party’s Brand Features only as permitted in this Agreement. Any use of a party’s brand features will inure to the benefit of the party holding intellectual property rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

8. Restrictions on Use.

Unless Google specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) alter the Service Pages; (b) alter information transmitted through the Services to End Users (except as required to comply with the terms of this Agreement or commercially reasonable internal policies of Customer); (c) share content or documentation provided by Google to Customer as a part of Google’s provision of the Services with any third party except as provided in Section 6 (Confidential Information); (d) except as expressly authorized in the Agreement, sell, resell, lease, or the functional equivalent, the Services to a third party; (e) attempt to reverse engineer the Services or any component of the Services; (f) attempt to create a substitute or similar service through use of, or access to, the Services; or (g) use the Services for High Risk Activities.

9. Publicity.

Customer hereby consents to Google’s inclusion of Customer’s name in a customer list, but only if Customer is not the only customer appearing on the list. Other than this, neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party’s prior written consent.

10. Representations and Disclaimers.

10.1 Representations. Each party represents that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Google warrants that it will provide the Services in accordance with the applicable SLA. To the extent that Google has access to “Education Records,” it is deemed a “school official,” as each of these terms are defined under FERPA, under this Agreement and will comply with its obligations under FERPA. Customer acknowledges and agrees that it is solely responsible for compliance with the Children’s Online Privacy Protection Act of 1998, including, but not limited to, obtaining parental consent concerning collection of students’ personal information used in connection with the provisioning and use of the Services by the Customer and End Users.

10.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. GOOGLE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICE. THE SERVICE IS NEITHER DESIGNED NOR 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 NETWORKS.

11. Termination.

11.1 Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times within the initial Term or any Renewal Term of this Agreement, notwithstanding any cure of such breaches.

11.2 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately; (ii) Google will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Google’s then-current rates for the applicable Service; (iii) after a commercially reasonable period of time, Google will delete Customer Data pursuant to the Customer Privacy Notice; and (iv) upon request each party will promptly return or destroy all other Confidential Information of the other party.

11.3 Other Termination. After the initial term for the Services, either party may terminate this Agreement for convenience upon nine months prior written notice to the other. Additionally, Google may terminate this Agreement if it reasonably determines that it is commercially impracticable to continue to provide the Services in light of applicable laws, to the extent these laws have changed after the execution of this Agreement.

12. Indemnification.

12.1 By Customer. To the extent permitted by law and without waiving sovereign immunity, Customer will defend, or at its option settle, any third party lawsuit or proceeding brought against Google based upon or otherwise arising out of: (i) Customer Content, Customer Domain Name(s) and/or Customer Brand Features; (ii) Customer’s use of the Service; (iii) Customer’s disclosure of End User information; (iv) any breach or non-compliance by Customer of this Agreement, any of Google’s policies, or Customer’s representations or the provision of warranties contained herein; and (v) any End User’s (other than a student or former student of Customer) use of the Service.

12.2 By Google. Google will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Google’s technology used to provide the Services or any Google Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of any Services or Google Brand Features in a modified form or in combination with materials not furnished by Google, and (ii) any content, information or data provided by Customer, End Users or other third parties. In addition, Google will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of or related to a claim by a third party that Google has breached its obligations to Customer under Section 6 only with respect to the disclosure of such End User’s information and to the extent such disclosure is the result of actions solely attributable to Google. For the sake of clarity, for any other breaches of Section 6, Customer’s sole remedy is a direct claim against Google.

12.3 Possible Infringement.

a. Repair, Replace, or Modify. If Google reasonably believes the Services infringe a third party’s Intellectual Property Rights, then Google will: (a) obtain the right for Customer, at Google’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.

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

12.4 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

13. Limitation of Liability.

13.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN ONE THOUSAND DOLLARS.

13.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.

14. Miscellaneous.

14.1 Notices. All notices must be in writing and addressed to the attention of the other party’s primary point of contact. Notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email. Legal notices will also be sent to the other party’s legal department.

14.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

14.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

14.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

14.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

14.6 Severability. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.

14.7 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

14.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

14.10 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.

14.11 Survival. Those provisions that by their nature should survive termination of this Agreement, will survive termination of this Agreement.

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

14.13 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms located at any URL.

14.14 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

15. Definitions.

“Account Manager” means the Google business person working with Customer regarding Customer’s purchase of the Services.

“Admin Account” means the administrative account provided to Customer by Google for the purpose of administering the End User Accounts. The use of the Admin Account requires a password, which Google will provide to Customer.

“Admin Console” means the online tool provided by Google to Customer for use in reporting and certain other administration functions.

“Admin Tool” means online tools or APIs, or both, provided by Google to Customer to be used by Customer in connection with Customer’s administration of the services to End Users, which may include, among other things, account maintenance, enforcement of Customer usage policies, and Third Party Requests.

“Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.

“Acceptable Use Policy” means the acceptable use policy for the Services available at http://www.google.com/a/help/intl/en/admins/use_policy.html or other such URL as may be provided by Google.

“Ads” means online advertisements displayed by Google to End Users.

“AdWords Guidelines” means the Google AdWords Editorial Guidelines located at https://adwords.google.com/select/guidelines.html or other such URL as may be provided by Google.

“Alumni” means graduates or former Students of Customer.

“APIs” means the Google APIs listed here: http://code.google.com/apis/apps/overview.html or other such URL as may be provided by Google.

“API Terms of Use” means the terms of use here: http://www.google.com/a/help/intl/en/admins/api_terms.html or other such URL as may be provided by Google.

“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.

“Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential. Customer Data is Customer’s Confidential Information.

“Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users. Customer Data includes any Personally Identifiable Information, as defined in FERPA, of End Users provided, generated, transmitted or displayed via the Services by Customer or End Users.

“Customer Domain Names” mean the domain names owned or controlled by Customer, which will be used in connection with the Services and specified when Customer signs up for the Service.

“Customer Privacy Notice” means the privacy notice located at http://www.google.com/a/help/intl/en/admins/privacy.html or such other URL as Google may provide from time to time.

“Domain Service” means a service provided by Google to Customer purely for Customer’s convenience, where Customer may, through a Google-provided interface, register domain names through, or transfer domain names to, Registrar Partners (as defined in the Domain Service Terms).

“Domain Service Terms” means the terms at: http://www.google.com/a/help/intl/en/admins/domain_service_terms.html, or other such URL as may be provided by Google.

“Emergency Security Issue” means either: (a) an End User’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other End Users’ use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

“End Users” means individuals associated with Customer to whom customer chooses to give End User Accounts. This group may include, but is not limited to Students, Former Students, Alumni, Staff, and Volunteers.

“End User Account” means Google-hosted accounts provided to End Users through the Services for the purpose of enabling such End Users to use the Service.

“End User Privacy Notice” means the privacy notice located at http://www.google.com/apps/intl/en/terms/user_privacy.html or such other URL as Google may provide from time to time.

“FERPA” means the Family Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act Regulations (34 CFR Part 99), as amended or otherwise modified from time to time.

“Help Center” means the Google help center accessible at https://www.support.google.com/ or other such URL as may be provided by Google.

“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the failure of the Services could lead to death, personal injury, or environmental damage.

“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

“Notification Email Address” means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.

“Service” means the Google Apps Education Edition services provided by Google and used by Customer under this Agreement. The Services are described here: http://www.google.com/a/help/intl/en/users/user_features.html.

“Service Commencement Date” is the date upon which Google makes the Services available to Customer.

“Service Pages” mean the web pages displaying the Services to End Users.

“SLA” means the Service Level Agreement here: http://www.google.com/a/help/intl/en/admins/sla.html or other URL as updated by Google from time to time.

“Suspend” means the immediate disabling of access to the Service, or components of the Service, as applicable, to prevent further use of the Service.

“Staff” means an individual who has been employed by Customer within the last twelve months.

“Start Page” means the Google-hosted web page provided through the Start Page Service.

“Start Page Service” means the service that provides a Google-hosted web page for End Users, and which enables some customization by Customer and some customization by End Users.

“Start Page Terms of Service” means the terms of service located at the following URL: http://www.google.com/a/help/intl/en/admins/startpage_terms.html, or other such URL as may be provided by Google, and which terms govern Customer’s use of the Start Page Service.

“Students” means an individual who has been registered for classes offered by Customer within the last twelve months.

“Taxes” means any duties, customs fees, or taxes (other than Google’s income tax) associated with the sale of the Services, including any related penalties or interest.

“Term” the term of the Agreement will begin upon the Effective Date and continue for as long as Customer is receiving Services from Google, unless terminated earlier pursuant to the Agreement.

“Third Party Request” means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

“Trademark Guidelines” means Google’s Guidelines for Third Party Use of Google Brand Features, located at the following URL: http://www.google.com/permissions/guidelines.html, or other such URL as may be provided by Google.

“TSS” means the technical support services provided by Google to the Administrators during the Term pursuant to the TSS Guidelines.

“TSS Guidelines” means Google’s technical support services guidelines then in effect for the applicable Services. TSS Guidelines are at the following URLs: http://www.google.com/a/help/intl/en/admins/tssg.html and http://www.postini.com/supportinfo, or such other URLs as may be provided by Google.

“URL Terms means the “SLA” and “Services” definitions, and other terms with which Customer must comply, which are located at a URL and referenced in this Agreement.

“Volunteers” means an individual recognized by Customer as, while unpaid and not an employee, is nonetheless a bona fide representative of Customer performing services in furtherance of its education or non-profit objective, during the time the individual is acting in this capacity.

IN WITNESS WHEREOF, the parties have executed this Agreement by persons duly authorized as of the date signed by Google below.

(This agreement has been signed by both Google and North Carolina State University officials.)

G Suite for Education (Online) Agreement

張貼者:2018年8月30日 下午8:01黃景煌

G Suite for Education (Online) Agreement

This G Suite for Education Agreement (the"Agreement") is entered into by and between Google LLC, with offices at 1600 Amphitheatre Parkway Mountain View, California 94043. ("Google"), and the entity agreeing to these terms ("Customer"). This Agreement is effective as of the date Customer clicks the "I Accept" button below or, if applicable, the date the Agreement is countersigned (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind Customer, please do not click the "I Accept" button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer's access to and use of the Services and will be effective as of the Effective Date.

  • 1. Services.
    • 1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. Google has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data. As part of providing the Services, Google may transfer, store and process Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.
    • 1.2 Modifications.
      • a. To the Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Core Services, Google will inform Customer, provided that Customer has subscribed with Google to be informed about such material change.
      • b. To URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to the URL Terms, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the Admin Console. Material changes to the URL Terms will become effective 30 days after the notice is given, except if the changes apply to new functionality in which case the changes will be effective immediately. If the change has a material adverse impact on Customer, and the change, is not a result of Google complying with a court order or applicable law, Customer may notify Google within thirty days after being informed of the change that Customer does not agree with the change. If Customer notifies Google as required, then Customer will remain governed by the terms in effect immediately prior to the change until the earlier of: (i) the end of the then-current Term or (ii) 12 months after Google informs Customer of the change, unless the modification to the URL Terms is in response to a court order or to comply with applicable law. If the Services are renewed, they will be renewed under Google's then current URL Terms.
    • 1.3 Aliases. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Names but Google may monitor emails sent to these aliases for Customer Domain Names to allow Google to identify Services abuse.
    • 1.4 No Ads. Google will not process Customer Data for Advertising purposes or serve Advertising in the Services.
    • 1.5 End User Accounts. Customer may request End User Accounts by:(i) requesting them online via the Admin Console; or (ii) after the Services Commencement Date, contacting Google support personnel. Customer can suspend or delete End User Accounts at any point in time through the Admin Console.
    • 1.6 New Features or Services. Google may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.
    • 1.7 Privacy Notice. The G Suite for Education Privacy Notice governs how Google collects and uses information from Customer or End Users.
    • 1.8 Service Specific Terms. The Service Specific Terms are incorporated by this reference into the Agreement.
    • 1.9 Customer Domain Name Ownership. Prior to providing the Services, Google or Reseller may verify that Customer owns or controls the Customer Domain Names. If Customer does not own, or control, the Customer Domain Names, then Google will have no obligation to provide Customer with the Services.
  • 2. Customer Obligations.
    • 2.1 Permitted Uses. The Services are permitted for use only by (a) non-profit educational institutions and (b) other non-profit entities (as defined under the relevant state statutes).
    • 2.2 Compliance. Customer will use the Services in accordance with the Acceptable Use Policy. Google may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer's agreement to additional terms. In addition, Google will make other Additional Products (beyond the Services) available to Customer and its End Users in accordance with the Additional Products Terms and the applicable product-specific Google terms of service. If Customer does not desire to enable any of the Additional Products, Customer can enable or disable them at any time through the Admin Console.
    • 2.3 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Google's responsibilities do not extend to the internal management or administration of the Services for Customer and that Google is merely a data-processor.
    • 2.4 Administrator Access; End User Consent.
      • (a) Administrator Access. Administrators will have the ability to access all Customer’s End User Accounts, including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts.
      • (b) Reseller as Administrator. If Customer orders Services via Reseller, Reseller may have Administrator access to Customer’s Account and Customer’s End User Accounts. As between Google and Customer, Customer is solely responsible for: (i) any access by Reseller to Customer’s Account or Customer’s End User Accounts; and (ii) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Services.
      • (c) End User Consent. Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in this Agreement; and (ii) Google’s provision of the Services to Administrators and End Users.
    • 2.5 COPPA and Parental Consent. If Customer allows End Users under the age of 13 to use the Services, Customer consents as required under the Children’s Online Privacy Protection Act to the collection and use of personal information in the Services, described in the G Suite for Education Privacy Notice, from such End Users. Customer will obtain parental consent for the collection and use of personal information in the Additional Products that Customer allows End Users to access before allowing any End Users under the age of 18 to use those services.
    • 2.6 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Google of any unauthorized use of, or access to, the Services of which it becomes aware.
    • 2.7 Restrictions on Use. Unless Google specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws. Customer is solely responsible for any applicable compliance with HIPAA.
    • 2.8 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Google only if it cannot reasonably obtain such information.
  • 3. Payment. If any of the Services are purchased for a Fee, the terms in this Section 3 apply to those Services.
    • 3.1 Payment. All Fees are due thirty days from the invoice date. All payments due are in U.S. dollars unless otherwise indicated in an Order Form. Payments made via wire transfer must include the bank information provided by Google.
    • 3.2 Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent 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 Google in collecting such delinquent amounts, except where such delinquent amounts are due to Google's billing inaccuracies.
    • 3.3 Purchase Orders.
      • a. Required. If Customer wants a Purchase Order number on its invoice, Customer will inform Google and issue a Purchase Order to Google. If Customer requires a Purchase Order, and fails to provide the Purchase Order to Google, then Google will not be obligated to provide the Services until the Purchase Order has been received by Google. Any terms and conditions on a Purchase Order do not apply to this Agreement and are null and void.
      • b. Not Required. If Customer does not require a Purchase Order number to be included on the invoice, Customer will provide Google a waiver of the Purchase Order requirement, which may be an email to this effect. If Customer waives the Purchase Order requirement, then: (a) Google will invoice Customer without a Purchase Order; and (b) Customer agrees to pay invoices without a Purchase Order.
    • 3.4 Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Services without any reduction for Taxes. If Google is obligated to collect or remit Taxes imposed on Customer, the Taxes will be invoiced to Customer, unless Customer provides Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some jurisdictions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.
    • 3.5 Invoice Disputes. Any invoice disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.
    • 3.6 Orders via Reseller. If Customer orders the Services from Reseller: (a) any payments will be made directly to Reseller pursuant to the Reseller Agreement; (b) the remaining provisions in this Section 3 (Payment) will not apply; (c) Google will provide to Reseller any refunds or credits that may be due in respect of Customer; and (d) any obligation on the part of Reseller to provide any such refunds or credits to Customer will depend on the terms of the Reseller Agreement.
  • 4. Invoicing; Rates. If any of the Services are purchased for a Fee from Google, the terms in this Section 4 apply to those Services. On or after the Billing Start Date, Google will invoice Customer the following Fees for each applicable Service: in advance for the Monthly Charge, Annual Charge or Initial Term Charge (as applicable), all of which will be set forth in the Order Form.
  • 5. Technical Support Services.
    • 5.1 By Customer. 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 Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Google.
    • 5.2 By Google. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Google will provide TSS to Customer in accordance with the TSS Guidelines.
  • 6. Suspension.
    • 6.1 Of End User Accounts by Google. If Google becomes aware of an End User's violation of the Agreement, then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google's request to Suspend an End User Account, then Google may do so. The duration of any Suspension by Google will be until the applicable End User has cured the breach, which caused the Suspension.
    • 6.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google 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 Google Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, Google will provide Customer the reason for the Suspension as soon as is reasonably possible.
    • 6.3 Suspension for Non-Payment (where applicable).
      • (a) Automatic Suspension. Customer will have thirty days to pay Google delinquent Fees. If Customer does not pay Google delinquent Fees within thirty days, Google will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Google all outstanding Fees.
      • (b) During Suspension. If Customer is on a monthly billing plan, and Customer is suspended for non-payment, Google will stop charging Customer monthly Fees during Customer’s suspension for non-payment. If Customer has an annual commitment to Google for the Services, Google 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.
      • (c) Termination After Suspension. If Customer remains suspended for non-payment for more than sixty days, Google may terminate Customer for cause pursuant to Section 12.1.
    • 6.4 Suspension to Comply with Laws. Google may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law.
  • 7. Confidential Information.
    • 7.1 Obligations. Subject to Section 7.2 (Disclosure of Confidential Information), the recipient will not disclose the discloser’s Confidential Information, except to Affiliates, employees, professional advisors, or agents (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
    • 7.2 Disclosure of Confidential Information.

      (a) General. Subject to Section 7.2(b), the recipient may disclose the discloser’s Confidential Information (i) in accordance with a Legal Process or (ii) with the discloser’s written consent.

      (b) Notification. Before the recipient discloses the discloser’s Confidential Information in accordance with a Legal Process, the recipient will use commercially reasonable efforts to promptly notify the discloser Google will give notice via the Notification Email Address. The recipient does not need to provide notice before disclosure if the recipient is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person.

      (c) Opposition. Recipient will comply with the other party’s reasonable requests opposing disclosure of its Confidential Information.

    • 7.4 FERPA. The parties acknowledge that (a) Customer Data may include personally identifiable information from education records that are subject to FERPA ("FERPA Records"); and (b) to the extent that Customer Data includes FERPA Records, Google will be considered a "School Official" (as that term is used in FERPA and its implementing regulations) and will comply with FERPA.
  • 8. Intellectual Property Rights; Brand Features.
    • 8.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Services.
    • 8.2 Display of Brand Features. Google may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Services Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Services Pages to indicate that Google provides the Services. Neither party may display or use the other party's Brand Features beyond what is allowed in this Agreement without the other party's prior written consent.
    • 8.3 Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
  • 9. Publicity. In connection with Customer’s use of the Services, (a) Customer may state publicly that it is a Google customer and display Google Brand Features consistent with the Trademark Guidelines and (b) Google may (i) orally state that Customer is a Google customer and (ii) include Customer’s name or Customer Brand Features in a list of Google customers in Google’s online or offline promotional materials. Neither party needs approval if it is using the other party’s name or Brand Features in a manner that is substantially similar to a previously approved manner.
  • 10. Representations, Warranties and Disclaimers.
    • 10.1 Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Google warrants that it will provide the Services in accordance with the applicable SLA. Customer acknowledges and agrees that it will use the Services and Additional Products in compliance with the Children's Online Privacy Protection Act of 1998, including, but not limited to, providing consent or obtaining parental consent concerning collection and use of students' personal information as described in section 2.5 above.
    • 10.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. 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 NETWORKS.
  • 11. Term; Fees.
    • 11.1 Agreement Term. This Agreement will remain in effect for the Term.
    • 11.2 Term and Purchases During Term. Google will provide the Services to Customer during the Term. Unless the parties agree otherwise in writing, End User Accounts added during any Term will have a prorated term ending on the last day of that Term.
    • 11.3 Auto Renewal. At the end of each Term, the Services (and all End User Accounts previously purchased for a Fee) will automatically renew for an additional Term of twelve months. If either party does not want the Services to renew, then it must notify the other party in writing at least 15 days prior to the end of the then current Term. This notice of non-renewal will be effective upon the conclusion of the then current Term.
    • 11.4 Fees. During the Initial Term, Google will not charge Customer Fees for the Services (other than for Google Vault or paid storage, if applicable). Upon the parties' mutual written agreement, (a) Google may charge Customer Fees for the Services after the Initial Term and (b) Google may charge Customer Fees for a premium version of the Services or for optional functionality or enhancements that may be added to the Services by Google (such as Google Vault or paid storage, if applicable).
    • 11.5 Services Use. Customer has no obligation to use the Services and may cease using the Services at any time for any reason (or no reason).
    • 11.6 Revising Rates. For Services which Customer has purchased for a Fee, Google may revise its rates for the following Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Term.
  • 12. Termination.
    • 12.1 Termination for Cause Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
    • 12.2 Other Termination. Customer may terminate this Agreement for any reason (or no reason) with thirty days prior written notice to Google, provided, however, that Customer will remain obligated to pay any Fees for Services which Customer has purchased applicable to the remainder of the then-current Term for those Services.
    • 12.3 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section and Section 15.12 (Survival)); (ii) Customer will not have access to, or the ability to export, Customer Data after the effective date of termination or expiry of the Agreement; (iii) Customer will be responsible for determining whether (and the extent to which) to use the functionality of the Services to delete Customer Data prior to such date; (iv) Google will delete Customer Data in accordance with the terms of the Agreement; (v) all Fees owed by Customer to Google are immediately due; and (vi) upon request each party will promptly use reasonable efforts to return or destroy all other Confidential Information of the other party.
  • 13. Defense and Indemnity.
    • 13.1 By Google. Google will defend Customer and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising out of an allegation that Customer’s use in accordance with this Agreement of Google's technology used to provide the Services or any Google Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of the Services or Google Brand Features in a modified form or in combination with materials not furnished by Google, and (ii) any content, information or data provided by Customer, End Users or other third parties.
    • 13.2 Possible Infringement.
      • (a) Repair, Replace, or Modify. If Google reasonably believes the Services infringe a third party's Intellectual Property Rights, then Google will: (a) obtain the right for Customer, at Google'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.
      • (b) Suspension or Termination. If Google does not believe the foregoing options are commercially reasonable, then Google may suspend or terminate Customer's use of the impacted Services. If Google terminates the impacted Services, then Google will provide a pro-rata refund of the unearned Fees (if applicable) actually paid by Customer applicable to the period following termination of such Services.
    • 13.3 General. Customer will promptly notify Google of the claim and cooperate with Google in defending the claim. Google has full control and authority over the defense, except that: (a) any settlement requiring Customer to admit liability or to pay any money will require Customer's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) Customer may join in the defense with its own counsel at its own expense. THE INDEMNITY ABOVE IS CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY GOOGLE OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
  • 14. Limitation of Liability.
    • 14.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
    • 14.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE GREATER OF: (I) ONE THOUSAND DOLLARS OR (II) THE AMOUNT PAID BY CUSTOMER TO GOOGLE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
    • 14.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
  • 15. Miscellaneous.
    • 15.1 Notices. Google may provide any notice to Customer under this Agreement by: (a) sending an email to Notification Email Address or by (b) posting a notice in the Admin Console. Customer may provide notice to Google under this Agreement by sending an email to Google’s legal department at legal-notices@google.com. Notice will be treated as received when (x) the email is sent, whether or not the other party has received the email or (y) notice is posted in the Admin Console.
    • 15.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
    • 15.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
    • 15.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
    • 15.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
    • 15.6 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
    • 15.7 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
    • 15.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    • 15.9 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
    • 15.10 Governing Law.
      • a. For City, County and State Government Entities. If Customer is a city, county, or state government entity, then the parties agree to remain silent regarding governing law and venue.
      • b. For All other Entities. If Customer is any entity not set forth in Section 15.10(a) then the following applies: This Agreement is governed by California law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
    • 15.11 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
    • 15.12 Survival. The following Sections will survive expiration or termination of this Agreement: 7 (Confidential Information), 8.1 (Intellectual Property Rights), 12.3 (Effects of Termination), 13 (Indemnification), 14 (Limitation of Liability), 15 (Miscellaneous), and 16 (Definitions).
    • 15.13 Entire Agreement. This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. If Customer is presented with a similar agreement on the same subject matter upon its log in to use the Services, this Agreement supersedes and replaces that agreement. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
    • 15.14 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form (if applicable), the Agreement, and the terms located at any URL.
    • 15.15 Counterparts. The parties may enter into this Agreement by executing the applicable Order Form (if any) or this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
  • 16. Definitions.
    • "Acceptable Use Policy" means the acceptable use policy for the Services available at https://gsuite.google.com/intl/en/terms/use_policy.html or such other URL as may be provided by Google.
    • "Additional Products," means Google products which are not part of the Services, but which may be accessed by End Users using their End User Account login and password. These products are set forth at the following URL: https://www.google.com/support/a/bin/answer.py?hl=en&answer=181865, or such other URL as Google may provide.
    • "Additional Products Terms" means the terms found at the following URL: https://gsuite.google.com/intl/en/terms/additional_services.html, or such other URL as Google may provide from time to time.
    • "Admin Account(s)" means the administrative account(s) provided to Customer by Google for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Google will provide to Customer.
    • "Admin Console" means the online tool provided by Google to Customer for use in reporting and certain other administration functions.
    • "Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.
    • "Ads" means online advertisements, excluding advertisements provided by any advertising products that are not part of the Services (for example, Google AdSense) that Customer chooses to use in connection with the Services, displayed by Google to End Users.
    • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
    • "Agreement" means, as applicable either this G Suite for Education Agreement, or the combination of an Order Form and this G Suite for Education Agreement.
    • "Annual Charge" means the annual charge for the Services set forth in the Order Form (if applicable).
    • "Billing Start Date" means the date upon which Customer will begin paying Google for the Services (if applicable).
    • "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.
    • "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
    • "Core Services" means the Core Services for G Suite as described in the Services Summary.
    • "Customer Data" means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.
    • "Customer Domain Names" means the domain names owned or controlled by Customer, which will be used in connection with the Services, as identified in the Order Form. Customer may provide the Services to any of its sub-domains (for example, if Customer Domain Name is "edu.com", a sub-domain may include "alumni.edu.com") without written approval from Google.
    • "Effective Date" means the date this Agreement is countersigned.
    • "Emergency Security Issue" means either: (a) Customer's use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customers' use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
    • "End Users" means the individuals Customer permits to use the Services.
    • "End User Account" means a Google-hosted account established by Customer through the Services for an End User.
    • "Export Control Laws" means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State, but excluding the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce.
    • "Fees" means the amounts invoiced to Customer by Google for the Services (if applicable) as described in this Agreement.
    • "FERPA" means the Family Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act Regulations (34 CFR Part 99), as amended or otherwise modified from time to time.
    • "G Suite for Education Privacy Notice" means the notice at the following URL: https://gsuite.google.com/intl/en/terms/education_privacy.html, or such other URL as Google may provide.
    • "Help Center" means the Google help center accessible at https://www.google.com/support/, or other such URL as Google may provide.
    • "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
    • "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.
    • "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
    • "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
    • "Initial Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for the "Current Services Term" set forth in the Order Form from the Billing Start Date (if an Order Form applies to the Services) or if no Order Form applies to the Services, for the term that begins on the Effective Date and continues for one year.
    • "Initial Term Charge" means the charge for the Services for the Initial Services Term (excluding any applicable one time fees), as set forth in the Order Form (if applicable).
    • "Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
    • "Monthly Charge" means the monthly charge for the Services set forth in the Order Form (if applicable).
    • "Notification Email Address" means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.
    • "Order Form" means an order form, which is the written document provided by Google specifying the Services Customer will purchase from Google for a Fee (if any) under the Agreement. The Order Form will contain: (i) a signature block for Customer, or for both Customer and Google; (ii) applicable service SKUs; (iii) Fees (if applicable); and (iv) number of, and current Services Term for, any End User Accounts.
    • "Other Services" means the “Other Services for G Suite” as described in the Services Summary.
    • "Purchase Order" means a Customer issued purchase order.
    • "Reseller" means, if applicable, the authorized reseller that sells or supplies the Services to Customer.
    • "Reseller Agreement" means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
    • "Services" means the G Suite for Education Core Services provided by Google and used by Customer under this Agreement. The Services are described here: https://gsuite.google.com/intl/en/terms/user_features.html, or such other URL as Google may provide.
    • "Service Commencement Date" is the date upon which Google makes the Services available to Customer.
    • "Service Specific Terms" means the terms specific to one or more Services at: https://gsuite.google.com/terms/service-terms/.
    • "Services Pages" mean the web pages displaying the Services to End Users.
    • "Services Term" means the Initial Services Term and all renewal terms for the applicable Services.
    • "SLA" means the Services Level Agreement located here: https://gsuite.google.com/intl/en/terms/sla.html, or other such URL as Google may provide.
    • "Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
    • "Taxes" means any duties, customs fees, or taxes (other than Google's income tax), including indirect taxes such as “goods and services tax” and “value-added tax," associated with the sale of the Services, including any related penalties or interest.
    • "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Term or (ii) the Agreement is terminated as set forth herein.
    • "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
    • "TSS" means the technical support services provided by Google to the Administrators during the Term pursuant to the TSS Guidelines.
    • "TSS Guidelines" means Google's technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL:https://gsuite.google.com/intl/en/terms/tssg.html or such other URL as Google may provide.
    • "URL Terms" means the Acceptable Use Policy, the SLA, the Service Specific Terms, and the TSS Guidelines.

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香港教育大學使用G Suite

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興大校友使用G Suite

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