This Google Firebase Paid Services Agreement and the Google API Terms of Service (together, this "Agreement") are entered into by Google and the entity or individual using the Service ("Customer"). This Agreement governs Customer access to and use of Google Firebase Paid Services (the "Paid Services," identified at https://firebase.google.com/terms) and is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT (I) YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, (II) ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS SERVICE ACCOUNT, AND (III) YOUR USE OF THE PAID SERVICES IS FOR COMMERCIAL/BUSINESS PURPOSES ONLY AND NOT FOR CONSUMER USE. If you do not have the legal authority to enter this Agreement, do not understand this Agreement, or don't agree to any of its terms, please do not click to accept, or use the Paid Services. In consideration of the foregoing, the parties agree as follows:
1. Provision of the Paid Services
1.1: The Paid Services are services provided by Google using the Google Cloud Platform as an underlying provisioning and billing framework. This Agreement does not govern Customer's direct use of any Google Cloud Platform service that is governed by the Google Cloud Platform Terms of Service or that is subject to a separate Google Cloud Platform SKU.
1.2: New Applications and Services. Google may make new applications, tools, features or functionality related to the Paid Services available from time to time the use of which may be contingent upon Customer's agreement to additional terms.
1.3: Changes to the Services. Google may make changes to the Paid Services at any time.
1.4: Changes to this Agreement. Google may make changes to this Agreement, including Fees (and any linked documents) from time to time. Google will post any changes to this Agreement to firebase.google.com/terms, and all changes will be effective immediately after posting. Google advises Customer to review the latest version of the Agreement at firebase.google.com/terms prior to using the Paid Services to stay informed of the most current Agreement terms applicable to such use. The foregoing notwithstanding, unless otherwise noted by Google, material changes to the Agreement will become effective 14 days after they are posted to firebase.google.com/terms, except if the changes apply to new functionality or are required by applicable law in which case they will be effective immediately after they are posted to firebase.google.com/terms. If Customer does not agree to any changes to the Agreement, Customer will stop using the Paid Services. Any use of the Paid Services after the posting and effective date of any changes to the Agreement to firebase.google.com/terms will constitute Customer's acceptance of the Agreement as modified.
1.5: Data Storage. Unless otherwise provided for by the Paid Services, Customer Data will be stored in the United States ("Hosting Data Location"), except that the Hosting Data Location may not apply to Customer Data copied by Customer or a Customer's End User to another location or used with other Google products and services.
1.6: Transient Storage. Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
1.7: SLA. The Service Level Agreements for Google Firebase services, if applicable, including the Paid Services, are set forth at https://firebase.google.com/terms/service-level-agreement.
2. Payments Terms
2.1: Free Quota. Certain Services are provided to Customer without charge up to the Fee Threshold, as applicable.
2.2: Online Billing. At the end of the applicable Fee Accrual Period, Google will issue an electronic bill to Customer for all charges accrued based on (i) Customer's use of the Services during the previous Fee Accrual Period (including, if any, the relevant Fee for TSS set forth in the Fees definition below), and/or (ii) any Package Purchases selected. For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. Customer will pay all Fees in accordance with the payment terms applicable to the Fees. Google's measurement of Customer's use of the Services is final. Google has no obligation to provide multiple bills.
2.3: Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Paid Services without any reduction for taxes. If Google is obligated to collect or pay Taxes, 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 states 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. If Customer is required by law to withhold any taxes from its payments to Google, Customer must provide Google with an official tax receipt or other appropriate documentation to support such withholding.
2.4: Invoice Disputes & Refunds. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Google and will only be in the form of credit for the Paid Services. Nothing in this Agreement obligates Google to extend credit to any party.
2.5: Delinquent Payments. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Google reserves the right to suspend Customer's Account, for any late payments.
2.6: Changes to Fees. Google may change Fees at any time.
3.1: Compliance. Customer is solely responsible for its Customer Data and for making sure its (and end users') use of the Paid Services comply with the terms of this Agreement. Customer is responsible for ensuring all end users comply with Customer's obligations under the Agreement.
3.2: High Risk Activities. Customer will not, and will not allow third parties under its direction to use the Paid Services for High Risk Activities.
3.3: Application and No Multiple Accounts or Bills. Any Application must have material value independent from the Paid Services. Google has no obligation to provide multiple bills or Accounts to Customer under the Agreement.
Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information if permitted by law.
5. Term and Termination.
5.1: Agreement Term. This Agreement will remain in effect until terminated by either party. Google reserves the right to terminate this Agreement with Customer for any reason and at any time without liability or other obligation to you.
5.2: Termination of Services. Customer may stop using the Paid Services at any time. Google may discontinue the Paid Services or any portion or feature for any reason at any time without liability to Customer, except as limited in any applicable deprecation policy.
5.3: Effect of Termination. If the Agreement expires or is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees (including Taxes) owed by Customer to Google are immediately due upon receipt of the final invoice; (iii) Customer will cease all use of the Paid Services; (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND RELATED TO THE PAID SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE PAID SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER GOOGLE, NOR ITS SUPPLIERS OR LICENSEES, WARRANT THAT THE OPERATION OF THE PAID SERVICES WILL BE ERROR-FREE, MALWARE- FREE, OR UNINTERRUPTED. THE PAID SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
7. Limitation of Liability.
7.1: Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER GOOGLE NOR GOOGLE'S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF GOOGLE OR ITS SUPPLIERS KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
7.2: Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GOOGLE NOR GOOGLE'S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE FOR USE OF THE PAID SERVICES DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
7.3: IN ALL CASES, GOOGLE, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
7.4: Indemnification. Customer will defend and indemnify Google and its Affiliates, officers, directors, and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from: (i) any Application, Project, Instance, or Customer Data; or (ii) Customer's, or its end users', use of the Paid Services. Google and its Affiliates, officers, directors, and employees reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer.
7.5.1: If Google reasonably believes the Paid Services might infringe a third party's Intellectual Property Rights, then Google may, at its sole option and expense: (a) procure the right for Customer to continue using the Paid Services; (b) modify the Paid Services to make it non-infringing without materially reducing their functionality; or (c) replace the Paid Services with a non-infringing, functionally equivalent alternative.
7.5.2: If Google does not believe the remedies in Section 7.5.1 are commercially reasonable, then Google may suspend or terminate Customer's use of the Paid Services.
7.6: Sole Rights and Obligations. Without affecting either party's termination rights, this Section 7 states the parties' only rights and obligations under this Agreement for Intellectual Property Rights-related Allegations and third-party legal proceedings.
8. U.S. Federal Agency Users.
The Paid Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulation and agency supplements thereto.
9.1: Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
9.2: Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty (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 thirty days after it receives that written notice.
9.3: Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
9.4: No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
9.5: Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
9.6: Survival. In addition to the survival of any terms under Section 8 of the Google API Terms of Service, the following Sections of this Google Firebase Paid Services Agreement will survive expiration or termination of this Agreement: 2, 4, 5.3, 6, 7, and 9.
9.7: Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Google may provide an updated URL in place of any URL in this Agreement.
"Account" means Customer's Google-authorized and approved account to use the Paid Services.
"Admin Console" means the online console(s) and/or tool(s) provided by Google to Customer for administering the Paid Services.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
"Allegation" means an unaffiliated third party's allegation.
"Application(s)" means any web or other application Customer creates using the Paid Services, including any Customer-written source code to be hosted in an Instance or used with the Paid Services.
"Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. 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.
"Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
"Customer Data" means content provided to Google by Customer (or at its direction) via the Paid Services.
"Documentation" means the Google documentation (as may be updated from time to time) in the form generally made available by Google to its customers for use of the Paid Services (including any related information provided via email).
"End Users" means the individuals that Customer permits to use an Application or other services from Customer using the Paid Services.
"Fees" means the applicable fees for each Service and any applicable Taxes. The Fees for each Service are set forth here: https://firebase.google.com/pricing/.
"Fee Accrual Period" means a calendar month or another period specified by Google in the Admin Console.
"Fee Threshold" means the threshold (as may be updated from time to time), as applicable for certain Paid Services, as set forth here: https://firebase.google.com/pricing/.
"Google" means either (i) Google Ireland Limited, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Customer's billing address is in any country within Europe, the Middle East, or Africa ("EMEA"), (ii) Google Asia Pacific Pte. Ltd., with offices at 70 Pasir Panjang Road, #03-01, Mapletree Business City II, Singapore 117371, if Customer's billing address is in any country within the Asia Pacific region excluding Australia ("APAC"), (iii) Google Australia Pty Limited with offices at Level 5, 48 Pirrama Road, Pyrmont 2009, NSW, Australia if Customer's billing address is in Australia, or (iv) Google Inc., with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043, if Customer's billing address is in any country in the world other than those in EMEA and APAC.
"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.
"Instance" means a virtual machine instance, configured and managed by Customer.
"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights.
"Package Purchase" means Customer's commitment to purchase a specified package of the Paid Services over a specified period of time, whether Customer uses those Paid Services or not. A Package Purchase may be made using the Admin Console or other applicable ordering document.
"Project" means a grouping of computing, storage, and API resources for Customer, and via which Customer may use the Paid Services.
"Taxes" means any duties, customs fees, or taxes (other than Google's income tax) associated with the purchase of the Services, including any related penalties or interest.
"TSS" means the technical support service provided by Google to Customer under any applicable documentation provided by Google.