Last Updated: September 23, 2019 | Previous versions
This Firebase Crashlytics and Firebase App Distribution Terms of Service (the "Agreement") is entered into by "Google" (defined as either: (a) Google Ireland Limited, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Your principal place of business (for entities) or place of residence (for individuals) is in any country within Europe, the Middle East, or Africa ("EMEA"), (b) Google Asia Pacific Pte. Ltd., with offices at 8 Marina View Asia Square 1 #30-01 Singapore 018960, if Your principal place of business (for entities) or place of residence (for individuals) is in any country within the Asia Pacific region ("APAC"), or (c) Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043, if Your principal place of business (for entities) or place of residence (for individuals) is in any country in the world other than those in EMEA and APAC) and you ("Developer" or "You") and governs your access and use of the Services as more fully described below. If You are accessing or using the Services on behalf of a company or other legal entity, You represent and warrant that You are an authorized representative of that entity and have the authority to bind such entity to this Agreement, in which case the terms "Developer" and "You" shall refer to such entity. You and Google hereby agree as follows:
YOUR RIGHT TO ACCESS AND USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY ("ENTITY"), YOU AGREE TO PROVIDE GOOGLE WITH THE NAME OF THE ENTITY AND OBTAIN GOOGLE'S APPROVAL TO USE THE SOFTWARE ON YOUR BEHALF AND BEHALF OF THE ENTITY AND YOU AGREE TO REMAIN RESPONSIBLE AND LIABLE FOR YOUR AND SUCH ENTITY'S COMPLIANCE WITH THIS AGREEMENT. FURTHER, YOU REPRESENT AND WARRANT THAT: (I) YOU ARE THE AUTHORIZED AGENT OF THE APPLICABLE ENTITY AND HAVE THE LEGAL AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF YOURSELF AND THE ENTITY, AND (II) YOU HAVE OBTAINED, ON BEHALF OF YOURSELF AND THE ENTITY (IF APPLICABLE), ALL NECESSARY RIGHTS, WAIVERS, CONSENTS AND PERMISSIONS NECESSARY TO COLLECT, USE, STORE, AND SHARE USER INFORMATION IN CONNECTION WITH THE SOFTWARE.
SECTION 1. OVERVIEW OF THE SERVICES
1.1 This Agreement governs your use and access of the following ("Services"), as made available at https://firebase.google.com:
- Firebase Crashlytics - a crash reporting solution for developers of mobile applications ("Application(s)"), including analyzing crash reports to provide information about how and under what circumstances such applications crashed
- Firebase App Distribution - a service for Developers to manage their Applications that have not yet been publicly released ("Test Application(s)"), and allow specific users ("Tester(s)") to test them
1.2 The Crashlytics and App Distribution Data Processing and Security Terms, which are set forth at https://firebase.google.com/terms/crashlytics-app-distribution-data-processing-terms ("Data Processing and Security Terms"), are incorporated by reference into the Agreement.
SECTION 2. SPECIFIC TERMS FOR DEVELOPERS
2.1 Service and Access Credentials. Developer will provide reasonable cooperation, assistance, information and access to Google as may be necessary to initiate Developer's use of the Services. During the Term, and subject to Developer's compliance with all terms and conditions of this Agreement, Google will provide Developer with access to the Services. As part of the implementation process, Developer will identify a user name and password that will be used to set up Developer's account. Developer will not share its user name or password with any third party and will be responsible and liable for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to Developer. Google reserves the right to refuse registration of, or to suspend or cancel, login IDs used by Developer to access the Services for any reason, including if Developer violates the terms and conditions set forth in this Agreement.
2.2 License to Developer. During the Term, and subject to all terms and conditions of this Agreement (as a condition to the grants below), Google grants Developer and Developer accepts a nonexclusive, nontransferable right and license (without right to sublicense) to: (a) access and use the Services, solely for the purpose of accessing and downloading the Software (defined below) and assessing the performance of its own Applications for Developer's internal business purposes; and (b) download, install and use a reasonable number of copies of the Crashlytics software development kit (the "SDK") and any tools provided as part of the SDK, including, but not limited to, any plugins (collectively, the "Software") solely for the integration of the Software into an Application. Developer may use the Services and the Software solely for the purpose of: (i) enabling Developer's users, including Testers, to access and use Applications, (ii) obtaining information regarding the installation, use of and engagement with, and the functionality of Developer's Applications, including reporting on errors or bugs (collectively, "Performance Data"), (iii) improving the functionality of Developer's Applications and related products and services, and/or (iv) communicating with users, including Testers, about Developer's Applications. Developer's access and use of the Services shall also comply with all other conditions set forth in all documentation, instructions, end user guides and other documents regarding the Services and Software, in each case that is provided or made available by Google to Developer in electronic or other form (collectively, "Documentation"). Developer shall comply with all: (a) applicable laws, rules, and regulations, and (b) any applicable third party terms, including any third party terms applicable to Developer's development and distribution of any Application operating on the Android or iOS mobile operating systems, or any other operating system upon which the Application is made available and upon which Google makes the Services available to Developer.
2.3 Restrictions. Developer shall not directly or indirectly, or allow any third-party to: (a) use the Services or any of Google's Confidential Information (as defined below) to create any service, software, or documentation that is the same as, substantially similar to or has similar functionality as the Services, (b) disassemble, decompile, reverse engineer, decipher, translate or use any other means to attempt to discover any source code, algorithms, or trade secrets underlying the Services or Background Materials (defined below), except and only to the extent these restrictions are expressly prohibited by applicable statutory law, (c) encumber, sublicense, transfer, distribute, rent, lease, timeshare, or use any Google Properties (as defined below) in any service bureau, rental or managed services arrangement or permit other individuals or entities to create Internet "links" to the Google Properties or "frame" or "mirror" the Google Properties on any other server, or wireless or Internet-based device, (d) adapt, combine, create derivative works of, or otherwise modify any Google Properties, (e) use or allow the transmission, transfer, export, reexport, or other transfer of any product, technology, or information it obtains or learns in connection with Developer's use of the Services in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction, (f) remove or alter any proprietary notices or labels on or in any Google Properties; (g) use any Google Properties in connection with the development or transmission of any virus, worms or malicious code, (h) use any Google Properties to infringe the rights of Google or any third party, or in any way that does not comply with all applicable laws, or (i) use any Google Properties (including to create any Application) in any way that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Google or any third party, including any mobile communications carrier.
2.4 Developer Feedback. From time to time, Google may solicit from Developer or Developer may make, in its sole discretion, suggestions for changes, modifications or improvements to the Google Properties (as defined below) or any other feedback related to the Services or the Google Properties (collectively, "Developer Feedback"). All Developer Feedback shall be solely owned by Google (including all intellectual property rights therein and thereto) and shall also be Google's Confidential Information. Developer hereby assigns all of its right, title and interest in and to any Developer Feedback to Google and acknowledges that Google has the unrestricted right to use and exploit such Developer Feedback in any manner, without attribution, and without any obligations or compensation to Developer.
2.5 Developer Data. Developer hereby grants Google a nonexclusive, license fee free and royalty free right and license to access, copy, distribute, process and use all information, data and other content provided by Developer or received by Google in connection with Developer's authorized use of the Services, including, without limitation information provided through any Application that Developer makes available for testing through the Services (collectively, "Developer Data"), solely for the purpose of providing, developing, and maintaining the Services, along with any related customer or technical support, and as otherwise expressly permitted in this Agreement. Developer agrees that: (a) the Services depend on the availability of the Developer Data, and (b) Google will not assume any responsibility or liability for, or undertake to verify, the legality, accuracy or completeness of the Developer Data. Google shall have no obligation to store any Developer Data or Results (as defined below).
2.6 Access by Testers; End Users; Compliance. Developer may use the Services to grant access to Developer Data or Applications to other users, or Testers. Developer is solely responsible for determining which users will be granted such access, or receive an invitation to become a Tester, and for ensuring the accuracy of any user contact information provided to Google for this purpose. Developer shall be solely responsible for communicating any terms or conditions associated with granting access to its Test Applications or any Developer Data. Developer acknowledges and agrees that any such terms and conditions applicable to Developer's Test Application shall be between Developer and any Tester, and Google shall not be responsible for, and shall not have any liability whatsoever for, such terms or any Test Application tested by a Tester, or for any breach by Developer or any Tester of such terms and conditions. The Services allow the Developer to collect information relating to performance of Developer's Applications, including, without limitation, device state information, unique device identifiers, information relating to the physical location of a device, and information about how the Application was used. Developer may turn on features of the Services to allow collection of other information via the Services, including some personally identifiable information (e.g., a user's email address), which allows Developers to communicate with users about the engagement with and functionality of their Applications and to invite them to become Testers. Developer represents and warrants that Developer is collecting information via the Services solely to obtain information about the user engagement with and functionality of Developer's Applications, and to communicate with users about such engagement and functionality. Developer agrees that it will not enable collection of personally identifiable information via the Services unless it is necessary to communicate with users about the Applications or Developer wishes to invite users to be Testers and the user has provided affirmative consent to the collection and use of such information. Subject to and without limiting the foregoing, Developer agrees it will not enable collection or use of credit card information, Social Security numbers, driver's license numbers, dates of birth or physical addresses via the Services. Developer further agrees it will not invite any user to be a Tester that is under the age of consent as defined under any applicable laws, rules, or regulations relating to data collection, including without limitation the Children's Online Privacy Protection Act of 1998 ("COPPA"), the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or "GDPR"), and all other relevant laws and regulations. At all times during the term of this Agreement, Developer shall maintain a privacy policy: (a) that is readily accessible to users from its website or within its online service (as applicable), (b) that fully and accurately discloses to its users what information is collected about its users, and (c) that states that such information is disclosed to and processed by third party providers like Google in the manner contemplated by the Services, including, without limitation, disclosure of the use of technology to track users' activity and otherwise collect information from users. In addition, when using the Firebase App Distribution Service, Developer shall maintain contact information that shall be available to its Testers to obtain any necessary information regarding the processing and handling of Tester information. Developer authorizes Google to share such contact information with any Tester or end user for the purposes of addressing questions regarding the processing and handling of personal data, including requests referenced in the Data Processing and Security Terms, Section 9.2.1. For Developer's users in the European Union, Developer shall provide such users with clear notice of, and obtain such users' consent to, the transfer, storage, and use of their information in the United States and any other country where Google, or any third party service providers acting on its behalf, operates, and shall further notify such users that the privacy and data protection laws in some of these countries may vary from the laws in the country where such users live. Developer shall at all times comply with all applicable laws, rules and regulations relating to data collection, privacy and security, including without limitation, COPPA, GDPR, and all other such laws and regulations. Developer will obtain and maintain any required consents necessary and will comply with any other applicable requirements to permit the processing of Developer Data under this Agreement.
2.7 Developer Systems. Developer is responsible for providing: (a) all equipment, subscriptions and credentials necessary for Google to receive the Developer Data, and (b) all modems, servers, devices, storage, software (other than Software), databases, network and communications equipment and ancillary services needed to connect to, access, or otherwise use the Services at its facility (collectively, "Developer Systems"). Developer shall ensure that Developer Systems are compatible with the Services and comply with all configurations and specifications described in the Documentation.
2.8 Limitations. Google will not be responsible or liable for any failures in the Services or any other problems which are related to: (a) the Developer Data or Developer Systems, or (b) any satellite, telecommunications, network or other equipment or service outside of Google's facilities or control.
2.9 Confidentiality. "Confidential Information" means any information disclosed by one party ("Discloser") to the other party ("Recipient") that is marked or otherwise identified as "confidential" or "proprietary," or by its nature or the circumstances of disclosure should reasonably be understood to be confidential, including without limitation, all financial, business or technical information disclosed in relation to this Agreement. Except for the specific rights granted by this Agreement, the Recipient may not use, copy or disclose any Confidential Information of the Discloser without Discloser's prior written consent, and shall use no less than reasonable care to safeguard Discloser's Confidential Information, including ensuring that Recipient's employees, contractors and agents ("Representatives")with access to Discloser's Confidential Information have a need to know such Confidential Information for the purposes of this Agreement and are bound by confidentiality obligations no less protective of the parties as those set forth herein. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate is: (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to Discloser, (c) generally available to the public without breach of this Agreement or (d) independently developed by it without reference to or use of any of Discloser's Confidential Information and without any violation of any obligation of this Agreement. Each party shall be responsible for any breach of confidentiality by its Representatives, as applicable. Promptly upon Discloser's request at any time, Recipient shall, or in the case of Developer Data shall use reasonable efforts to, return all of Discloser's tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records, copies, summaries, analyses and materials developed therefrom. Nothing herein shall prevent a party from disclosing any of the other's Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, however, prior to any such disclosure, Recipient shall use reasonable efforts to: (i) promptly notify Discloser in writing of such requirement to disclose where permitted by law, and (ii) cooperate with Discloser in protecting against or minimizing any such disclosure and/or obtaining a protective order.
2.10 Proprietary Rights. As used in this Agreement: "Background Materials" means all ideas, concepts, inventions, systems, platforms, software (including all Software), interfaces, tools, utilities, templates, forms, Report Formats, techniques, methods, processes, algorithms, knowhow, trade secrets and other technologies and information that are used by Google in providing the Services and Results (including any correction, improvement, derivative work, extension or other modification to the Services made, created, conceived or developed by or for Google, including at Developer's request or as a result of feedback provided by Developer to Google); "Reports" means the reports, charts, graphs and other presentation in which the Results are presented to Developer; "Report Formats" means the formatting, look and feel of the Reports; and "Results" means the work products resulting from the Services that are delivered to Developer by Google through the Services, and which are based on the Developer Data. For the sake of clarity, Results shall expressly exclude all Background Materials. Developer shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to: (a) feedback, suggestions, ideas or other materials and information provided by Testers with respect to any Test Application ("User Feedback"), (b) the Results and (c) Developer Data. Developer acknowledges and agrees that the Results will be presented to it in a Report, the Report Format of which is Confidential Information and proprietary to Google. Developer may make a reasonable number of copies of the Reports only for its internal purposes in using the Results.
2.11 General Learning; Aggregate Data. Google reserves the right to disclose aggregate information of Services usage, engagement, and performance, and to reuse all general knowledge, experience, knowhow, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of the Services (including without limitation, that which it could have acquired performing the same or similar services for another customer).
2.12 Reservation of Rights. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Google (and its licensors) shall retain all right, title, and interest (including all intellectual property and proprietary rights embodied therein) in and to the Services, Software, Documentation, Background Materials, aggregate data, and analyses (collectively, "Google Properties").
SECTION 3. ACCESS FOR TESTERS
3.1 Terms for Tester Access. Tester access and use of the Services will be subject to the Google Terms of Service, available at https://policies.google.com/terms and any other policies or terms that Google may require.
3.2 Sole Responsibility for Test Applications. Developer is solely and fully responsible for its Applications. Any complaint or dispute arising from a Tester’s use of an Application (Test or otherwise), will be directed to Developer. If Google receives any such complaint from a Tester, Google may, at its discretion, direct such Tester to contact Developer using the contact information provided in Section 2.6, above.
SECTION 4. WARRANTY, LIABILITY & INDEMNITY
4.1 Warranties. Google represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of Google, or any judgment, order, or decree by which such party is bound. Developer's sole and exclusive remedy for any and all breaches of this provision is the remedy set forth in Section 4.4. Developer represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Developer Data as may be necessary to grant the rights and licenses, and provide the representations, and for Google to provide the Services set forth herein. Developer bears all responsibility and liability for the legality, accuracy and completeness of the Developer Data and Google's access, possession, distribution, and use thereof, as permitted herein.
4.2 Disclaimers. THE SERVICES, GOOGLE PROPERTIES AND RESULTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, GOOGLE AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (COLLECTIVELY, THE "GOOGLE ENTITIES") MAKE NO WARRANTY: (A) THAT THE SERVICES OR RESULTS WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR FREE OR BUGFREE, (B) REGARDING THE RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICES, OR (C) THAT ANY ERRORS IN THE SERVICES CAN OR WILL BE CORRECTED. THE GOOGLE ENTITIES HEREBY DISCLAIM (FOR THEMSELVES AND THEIR SUPPLIERS) ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
4.3 Claims Against Google. Developer will defend Google from all third party claims, whether actual or alleged (collectively, "Google Claims"), and will indemnify Google and hold Google harmless from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) resulting from such Google Claims that arise out of Developer's: (a) use of the Services, (b) actual or alleged infringement or misappropriation of the rights of any third party, including, without limitation, any intellectual property rights, privacy rights or publicity rights, and (c) breach of any representations and warranties set forth in the Agreement. Developer is solely responsible for defending any such Google Claims, subject to Google's right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, resulting from such Claims against Google, provided that Developer will not agree to any settlement related to any such Google Claims without Google's prior express written consent regardless of whether or not such settlement releases Google from any obligation or liability. If Developer uses the Services in an official capacity as an employee or representative of a United States federal, state, or local government entity and is legally unable to accept this indemnification provision, then it does not apply to such entity, but only to the extent required by applicable law.
4.4 Claims Against Developer. Google will defend the Developer from all third party claims, actions, suits, or proceedings, whether actual or alleged (collectively, "Developer Claims"), and will indemnify Developer and hold Developer harmless from any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) resulting from such Developer Claims, that arise out of an allegation that the Services, when used as expressly permitted by this Agreement, infringes the intellectual property rights of such third party. Notwithstanding the foregoing, Google will have no obligation under this Section 4.4 or otherwise with respect to any infringement claim based upon: (a) any use of the Services not expressly permitted under this Agreement; (b) any use of the Services in combination with products, equipment, software, or data not made available by Google if such infringement would have been avoided without the combination with such other products, equipment, software, or data; (c) any modification of the Services by any person other than Google or its authorized agents or subcontractors; or (d) any claim not clearly based on the Services itself. This Section 4.4 states Google's entire liability and Developer's sole and exclusive remedy for all third party claims.
4.5 Procedure. The foregoing obligations are conditioned on the party seeking indemnification: (a) promptly notifying the other party in writing of such claim; (b) giving the other party sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at the other party's request and expense, assisting in such defense. Neither party may make any public announcement of any claim, defense or settlement without the other party's prior written approval. The indemnifying party may not settle, compromise or resolve a claim without the consent of the indemnified party, if such settlement, compromise or resolution (i) causes or requires an admission or finding of guilt against the indemnified party, (i) imposes any monetary damages against the indemnified party, or (iii) does not fully release the indemnified party from liability with respect to the claim.
4.6 Limitation of Liability.
(a) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY DAMAGES ASSOCIATED WITH ANY LOSS OF USE, BUSINESS, PROFITS, OR GOODWILL OR FOR INTERRUPTION, LOSS OR CORRUPTION OF DATA OR NETWORKS.
(b) IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT EXCEED FIFTY ($50.00) DOLLARS (USD).
(c) THE FOREGOING LIMITATIONS SHALL NOT APPLY TO BREACHES OF CONFIDENTIALITY OBLIGATIONS OR FOR MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ANY AND ALL CLAIMS, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.
SECTION 5. TERM AND TERMINATION
5.1 Term. The term of this Agreement will begin on the date you first agree to this Agreement and are approved to register for the Services, and continue until terminated as set forth herein ("Term"). Your use of the Services may be terminated by Google or you at any time, for any reason, effective immediately upon notice provided by one party to the other party as set forth herein.
5.2 Effects of Termination. Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that: (a) all obligations that accrued prior to the effective date of termination and all remedies for breach of this Agreement shall survive, (b) you must discontinue accessing and using the Services and delete all Software and Google Properties, and (c) the provisions in Section 2 titled Restrictions, Developer Feedback, Confidentiality, Proprietary Rights, General Learning; Aggregate Data, the provisions of Section 4 and the provisions in this Section 5 shall survive. Unless otherwise specified in this Agreement (including the Data Processing and Security Terms), Google has no obligation to store, delete or return any User Feedback, Performance Data, Developer Data, or Results.
SECTION 6. MISCELLANEOUS
6.1 Entire Agreement. This Agreement (which includes any order form completed by Developer) constitutes the entire agreement, and supersede all prior negotiations, understandings, or agreements (oral or written), between the parties about the subject matter of this Agreement.
6.2 Waivers, Consents and Amendments. No waiver, consent, or modification of this Agreement shall bind the Google Entities unless in writing and signed by Google. Google may amend this Agreement from time to time. If we make a change to this Agreement that, in our sole discretion, is material, we will notify you at the email address that you provided upon signing up to access the Services or otherwise through the Services. If you do not agree to the modified terms, you shall notify Google in writing within thirty (30) days, after which your right to access and use the Services shall immediately terminate and the Google Entities shall have no further responsibility or liability to you. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.
6.3 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
6.4 Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
(a) Except as set forth in Section 6.4(b) below, all claims arising out of or relating to this Agreement or the Services ("Disputes") will be governed by California law, excluding California's conflict of laws rules, and all Disputes will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA, and You and Google consent to personal jurisdiction in those courts.
(b) If Your principal place of business (for entities) or place of residence (for individuals) is in any country within APAC (other than Australia, Japan, New Zealand or Singapore) or Latin America, this Section 6.4(b) will apply instead of Section 6.4(a) above. ALL DISPUTES (AS DEFINED ABOVE) WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES.The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules"). The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Agreement. Subject to the confidentiality requirements in of this Agreement, either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator's powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this subsection. The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. Any arbitration proceeding conducted in accordance with this section will be considered Confidential Information under this Agreement's confidentiality section, including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this section to a competent court as may be necessary to file any order under this section or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). The parties will pay the arbitrator's fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees. Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision.
6.5 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
6.6 Notices. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, confirmed electronic transmission, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party, which, in the case of Developer, shall be the email address provided to Google upon signing up for the Services or specified through use of the Services, and, in the case of Google, shall be Google LLC 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA, with a copy to Legal Department. All notices shall be in English, and deemed to have been received when they are hand delivered, or five business days after their mailing, or upon confirmed electronic transmission or confirmed facsimile transmission.
6.7 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, transferred or delegated, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether Developer is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, by Developer without Google's prior written consent. Any assignment or transfer in violation of the foregoing shall automatically be null and void, and Google may immediately terminate this Agreement upon such an attempt. This Agreement shall be binding upon, and inure to the benefit of, any permitted successors, representatives, and permitted assigns of the parties hereto.
6.8 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.