This Agreement is designed to be used in connection with purchases made through Google Cloud Marketplace. Where applicable, the Google Cloud Marketplace Terms of Service also apply to your transaction. Google is not a party to this Agreement and is not responsible for the Service or the parties' obligations hereunder.
Subject to the terms of this Agreement and timely payment of applicable fees, Vendor grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license during the Subscription Term to access and use the Service solely for Customer's internal business purposes, in accordance with the Documentation and any usage limits specified in the applicable Order.
Customer shall not, and shall not permit Users or third parties to:
Customer is responsible for:
Fees for the Service are as specified in the applicable Order or as listed on Google Cloud Marketplace at the time of purchase. For purchases made through Google Cloud Marketplace, billing is managed by Google in accordance with Google's billing and payment terms. Fees are non-refundable except as expressly provided in this Agreement or required by applicable law. Vendor reserves the right to suspend access to the Service for non-payment following reasonable notice.
The Service is provided on a subscription basis. The Subscription Term begins on the date your Order is activated and continues for the period specified in your Order. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the subscription will automatically renew for successive periods equal to the expiring Subscription Term, at the then-current pricing. Cancellation of a subscription through Google Cloud Marketplace is governed by Google's marketplace terms.
Vendor will provide standard customer support for the Service via email and the support portal at aicrmsalesagent.com during normal business hours (Monday–Friday, 9 AM–6 PM ET, excluding U.S. public holidays). Enhanced support tiers may be available as specified in the applicable Order. Support does not cover issues arising from Customer's misuse of the Service, third-party integrations not provided by Vendor, or force majeure events.
Vendor will use commercially reasonable efforts to make the Service available with at least 99.5% uptime per calendar month, excluding scheduled maintenance windows and circumstances beyond Vendor's reasonable control. Vendor will provide advance notice of scheduled maintenance where practicable. Downtime credits or remedies, if any, are as specified in a separate SLA document available at aicrmsalesagent.com/sla.
Vendor IP: Vendor retains all intellectual property rights in the Service, including all software, algorithms, interfaces, documentation, and improvements thereto. No rights are granted except as expressly stated in this Agreement.
Customer Data: Customer retains all intellectual property rights in Customer Data. Customer grants Vendor a limited, non-exclusive license to access and process Customer Data solely as necessary to provide the Service and as described in the Privacy Policy.
Feedback: If Customer provides feedback, suggestions, or ideas regarding the Service, Vendor may use such feedback without restriction or obligation to Customer.
Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and to use Confidential Information only to fulfill its obligations under this Agreement. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Confidentiality obligations do not apply to information that is publicly available through no breach of this Agreement, independently developed by the receiving party, or required to be disclosed by law (with prompt notice to the disclosing party where legally permitted).
Vendor will process Customer Data in accordance with the Vendor's Privacy Policy (available at aicrmsalesagent.com/privacy) and applicable data protection laws, including the GDPR, CCPA/CPRA, and other applicable U.S. state and international privacy laws. To the extent required by applicable law or Customer's request, Vendor will enter into a Data Processing Agreement (“DPA”) with Customer. Vendor will not process Customer Data for advertising, sale, or any purpose other than as necessary to provide the Service and as described in the Privacy Policy. Vendor's data practices as a Marketplace vendor are also subject to the Google Cloud Marketplace Privacy Terms.
Vendor warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; (b) Vendor will implement and maintain reasonable security measures to protect Customer Data; and (c) to Vendor's knowledge, the Service does not infringe the intellectual property rights of any third party.
Customer warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Service will comply with applicable laws; and (c) Customer Data does not infringe any third-party rights.
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party's total cumulative liability arising out of or related to this Agreement shall not exceed the total fees paid or payable by Customer to Vendor in the twelve (12) months preceding the claim. These limitations do not apply to liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) Customer's breach of the license restrictions in Section 3; or (iv) obligations that cannot be limited by applicable law.
By Vendor: Vendor will defend, indemnify, and hold Customer harmless against third-party claims alleging that the Service, as provided by Vendor and used in accordance with this Agreement, infringes any third-party intellectual property right, provided that Customer promptly notifies Vendor of the claim, grants Vendor sole control of the defense, and cooperates reasonably. Vendor's indemnification obligations do not apply to claims arising from Customer modifications, combinations with third-party software, or use of the Service in violation of this Agreement.
By Customer: Customer will defend, indemnify, and hold Vendor harmless against third-party claims arising from (a) Customer Data or Customer's use of the Service in violation of this Agreement or applicable law, or (b) Customer's breach of its representations, warranties, or obligations under this Agreement.
This Agreement is effective from the date of Customer's first access to or use of the Service and continues until the end of the applicable Subscription Term, unless earlier terminated. Either party may terminate this Agreement: (a) upon 30 days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period; or (b) immediately if the other party becomes insolvent or subject to bankruptcy proceedings. Upon termination, Customer's license to the Service immediately ceases. Vendor will provide Customer with a reasonable opportunity (not to exceed 30 days) to export Customer Data prior to deletion. Sections 3, 9, 10, 12, 13, 14, 16, and 17 survive termination.
The Service may be subject to U.S. export control laws and regulations. Customer agrees not to access or use the Service in any country or territory that is subject to a U.S. government embargo, or to any person or entity on a restricted party list maintained by the U.S. government. Customer represents that it is not located in, under the control of, or a national or resident of any such country or territory.
For legal notices and questions regarding this Agreement, contact: