Google Search Appliance virtual edition (No Longer Available)

License Agreement

Google Search Appliance virtual edition has been discontinued.
For more information on the Google Search Appliance, please visit http://www.google.com/gsa.
Google Search Appliance Virtual Edition License Agreement

This License Agreement for the Google Search Appliance virtual edition (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 the entity agreeing to these terms (“Customer”).  This Agreement is effective as of the date you click the “I Accept” button below (the “Effective Date”).  If you are accepting on behalf of your employer or another entity, 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 don’t have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button below.  This Agreement governs Customer’s access to and use of the Service. 

1.  License.

1.1 License Grant.  Subject to the terms and conditions of this Agreement, Google grants to Customer a non-transferable, non-exclusive, limited license to use the Product for the Term.  This license is limited to using the Product to index no more than fifty thousand documents.  Customer will only use the Product to create an index of, and to search for, Customer Content.  A license key that enables the Software may be forwarded to Customer electronically.

1.2 Other Users.  Customer may allow Other Users to use the Appliance for the purposes authorized in this Agreement, and subject to the terms of this Agreement.  Customer is responsible for the behavior of the Other Users in connection with this Agreement.

1.3 Restrictions.  The license is strictly limited to using the Product in a non-production environment.  In addition, Customer will not, and will not allow others to: (a) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the Product or any component thereof; (b) alter the number of documents; (c) create license keys that enable the Software;  (d) copy the Software; (e) use the Product for High Risk Activities; (f) transfer, sublicense, loan, sell, lease or use for timesharing or service bureau purposes the Product or any component of the Product; or (g) remove or alter any Brand Features or other proprietary notices on or in the Product.

1.4 Third Party Components.  Any third party component embedded, included or provided for use with the Products may only be used in conjunction with such Product, which use is subject to this Agreement.  However, to the extent the Product includes components governed by open source licenses with provisions inconsistent with this Agreement, those components are instead governed solely by the applicable open source licenses.  To the extent the Product includes components covered by open source licenses requiring the provision of corresponding source code for those components, Google hereby offers the provision of such source code consistent with those licenses.

2.  Ownership.  

2.1 Generally.  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 Rights.  Intellectual Property Rights in and to the content accessed through the Appliance are the property of the applicable content owner and may be protected by applicable laws.

2.2 Branding.  Customer may display a Graphic with the results page or the search box (or other means used by an end user to enter a search query) and may link to the Google site located at: www.google.com (or such other URL as may be updated by Google).  Customer’s use of Graphics is subject to Google’s Brand Feature Guidelines. 

2.3 Brand Features.  Any use of a party’s Brand Features will inure to the benefit of the party holding rights in those Brand Features.  Each party agrees not to: (a) challenge or assist others to challenge the other party’s Brand Features or registration thereof (except to protect such party’s rights with respect to its own Brand Features) attempt to register any Brand Features that are confusingly similar to those of the other party.  

3.  Export Compliance.  Customer will comply with, and will obtain all prior authorization from the competent government authorities required by, the Export Control Laws.  This Section 3 will survive termination or cancellation of this Agreement.

4.  Payment Terms.  The Product is provided to Customer by Google free of charge.

5.  Technical Support.  Google will not provide technical support services of any kind to Customer in connection with the Product or its use.

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 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.

7.  Term and Termination.  

7.1 Term.  The term of the license granted in this Agreement for any Product will begin on the Effective Date and may be terminated as set forth below.  

7.2 Termination for Breach.  Either party may 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.

7.3 Effect of Termination.  Upon termination of the Agreement then: (i) the rights and licenses granted by one party to the other will cease immediately; (ii) upon request, each party will promptly return all Confidential Information of the other party; (iii) Customer will promptly remove the Software from its systems and, if requested, certify this removal to Google.  If Customer does not remove the Software, or does not certify this removal as requested, within thirty days of termination of the Agreement, Google may invoice Customer Google’s then current fee for the Product and Customer shall remit payment within thirty days of the date thereof.  

8.  U.S. Government Restricted Rights. The Product is commercial within the meaning of the applicable civilian and military Federal acquisition regulations and any relevant supplements.  If the user of the Product is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Product, including technical data or manuals, is restricted by the terms, conditions and covenants contained in this Agreement. 

9.  Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.  GOOGLE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.  THE PRODUCT IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. 

10. Limitation of Liability.

10.1  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.

10.2  Exceptions to Limitations on Indirect Liability.  The limitations in Section 10.1 do not apply to breaches of confidentiality obligations, violations of intellectual property rights, or indemnification obligations.  

10.3  Limitation on Amount of Liability.  GOOGLE MAY NOT BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN ONE THOUSAND DOLLARS.

11. Indemnification.

11.1  By Customer.  Customer will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim made against Google for infringement arising out of: (a) Customer’s combination or use of the Product with software, services, or products developed by Customer or third parties, if the claim would have been avoided by the non-combined or independent use of the Appliance; (b) modification of the Product by anyone other than Google if the third party claim would have been avoided by use of the unmodified Product; (c) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; (d) Customer’s use of the Appliance in a manner not in accordance with this Agreement or the Documentation; or (e) use of other than Google’s most current release of the Product if the third party claim would have been avoided by use of the most current release or revision; or (d) Customer’s breach of Section 3 (Export Compliance).

11.2  Possible Infringement.  If Google reasonably believes the Product infringes a third party’s intellectual property rights, then Google will: (a) procure for Customer the right to continue to use the Appliance; (b) replace the Appliance; or (c) modify the Appliance to avoid the alleged infringement. If Google does not reasonably believe these options are commercially reasonable, Google may terminate the license for the allegedly infringing Product.  THIS SECTION 11.2 STATES CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY GOOGLE.

11.3  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.  

12. Miscellaneous.

12.1  Notices.  All notices must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact.  Notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.

12.2  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.

12.3  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 30 days after the change of control, and (b) the other party may immediately terminate this agreement any time between the change of control and 30 days after it receives the written notice in subsection (a).

12.4  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.

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

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

12.7  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.

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

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

12.10 Governing Law.  This Agreement is governed by California law, excluding California choice of law rules.  FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

12.11 Amendments. Any amendments to this Agreement must be agreed upon in writing.  

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

12.13 Entire Agreement. This Agreement 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. 

13. Definitions

“Affiliate” means, with respect to either Google or Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with such party.  

“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. 

“Control” means control over greater than fifty percent of the voting rights or equity interests of a party.  

“Customer Content” means content owned by, or lawfully licensed to, Customer.  Customer Content may be located on servers that are owned and operated by Customer, or operated on Customers behalf.  

“Documentation” means certain proprietary computer software documentation.

“Export Control Laws” means all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, 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.  

“Google Brand Feature Guidelines” means the guidelines located here http://www.google.com/permissions/guidelines.html, or other URL periodically provided by Google, and which guidelines may be updated by Google from time to time.

“Graphic” means an unaltered graphic in the form provided by Google for the purpose of identifying that the search function is provided by Google.  Graphics may be accessed at: www.google.com/stickers.html (or such other URL as may be updated 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 Product 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. 

“Other Users” means Customer’s Affiliates, agents, contractors, or authorized end users.

“Product” means the Software and Documentation, which definition expressly excludes any search results produced by the Software.

“Software” means certain proprietary computer programs in binary executable form only, known as the Google Search Appliance virtual edition Software.

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