Terms and Conditions for Google Apps For Business Service

1. DESCRIPTION OF SERVICE

The Service grants Subscriber a revocable, non-exclusive, non-transferable and limited access to use the Google Apps for Business (“Service”) described in http://www.google.com/enterprise/apps/business. Subscriber acknowledges that the description of the Service may be changed by Google anytime and hence, any such change is not a ground for termination of the Service by Customer.


2. SUBSCRIPTION AS BOOSTER TO WIRELINE OR WIRELESS SERVICE

Subscription to a wireline or wireless service is a condition precedent to subscription to the Service. In the event that Subscriber terminates the subscription to a wireline or wireless service, subscription to the Service will also be automatically terminated subject to the applicable pre-termination charge.


3. MINIMUM SUBSCRIPTION PERIOD (MSP)

Subscription to a wireline or wireless service is a condition precedent to subscription to the Service. In the event that Subscriber terminates the subscription to a wireline or wireless service, subscription to the Service will also be automatically terminated subject to the applicable pre-termination charge.


a. Subscription to the Service has an MSP of twenty-four (24) months from activation. Upon expiration of the MSP, subscription to the Service will continue until Subscriber or Globe Telecom, Inc. (“Globe”) / Innove Communications, Inc. (“Innove”) terminates the subscription.


b. Should the Service be terminated within the MSP (a) by Subscriber or (b) by Globe / Innove due to breach by Subscriber Subscriber shall pay pre-termination charge equivalent to the total Monthly Service Fee (MSF) of the Service times remaining months of the MSP.


c. Subscriber is not allowed to downgrade during the MSP the storage size, and number of licenses and Google Vault subscribed to.


4. OWNERSHIP

a. Subscriber acknowledges that Google Apps and any copyrights, trademarks, patents, trade secrets, intellectual property rights and other proprietary rights in and to the Service are owned by Globe’s/Innove’s licensor, Google and Subscriber obtains no right, title or interest therein.


b. Should the Service or the operation thereof become, or in Globe’s/Innove’s opinion is likely to become, the subject of a claim of infringement, Globe/Innove may (i) procure for Subscriber the right to continue using the Service, (ii) replace or modify the same so that it becomes non-infringing; or (iii) terminate the Service upon written notice in which event, Subscriber will not be liable for pre-termination charges.


5. SECURITY

a. Subscriber shall provide for a security system for its own network, equipment, and/or operating system and other similar appurtenances. The Subscriber shall be responsible for ensuring the security and confidentiality of its own systems and devices.


b. Subscriber shall be responsible for the security of its user name and password. Any use of the Service through Subscriber’s user name and password shall be conclusively presumed to be authorized by the Subscriber.


6. TECHNICAL SUPPORT

Technical support is available 24 hours daily for resolution of issues such as access, content, hardware limitations and other similar problems. For technical support, Subscriber may call up the hotline at +632 917 2888 or send email to [email protected]


7. COMPLIANCE WITH GOOGLE’S TERMS OF SERVICE AND ACCEPTABLE USE POLICY

Subscriber acknowledges that its subscription to the Service is subject to Subscriber’s acceptance of Google’s Terms of Service stated in https://www.google.com/intx/en/enterprise/apps/terms/premier_terms_sd_apac.html and compliance with Google’s Acceptable Use Policy stated in http://www.google.com/apps/intl/en/terms/use_policy.html.


8. PROHIBITED ACTS

The Subscriber shall use the Service only for legitimate purposes and shall not –


a. use the Service for any purpose that is illegal, immoral, or contrary to public policy.


b. cause or cause others to copy, reconfigure, reverse engineer, decompile, disassemble, derive source code, modify or prepare derivative works of the Service, or tamper with any of the components of the Service;


c. remove, disable, or defeat any functionality in the Service designed to limit or control access to or use of the Service;


d. introduce into the application any program which contains viruses, worms, ‘Trojan horses’ or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication service;


e. provide a third party access to the Service, or any portion thereof;


f. resell or bundle the Service together with other services rendered by Subscriber or a third party;


g. make any portion of the Service available through any timesharing system, service bureau, the Internet, or any other similar technology now existing or developed in the future; or


h. remove or obscure any copyright notice or other notice or terms of use contained in the Service; or


i. use the Service in any fashion that may infringe any copyright, intellectual property right, or proprietary or property right or interest of Globe/Innove or Globe/Innove’s licensor; or


j. engage in any activity analogous to the foregoing.


9. INDEMNITY AND LIQUIDATED DAMAGES

a. Subscriber shall indemnify Globe/Innove for any and all damages that Globe/Innove may suffer, as well as against any third party claim for which Globe/Innove may be held liable arising out of Subscriber’s commission of any of the prohibitions stated in Clause 8, or violation of any of these terms and conditions.


b. In the event that Globe/Innove terminates the Service due to Customer’s breach, Customer shall pay GLOBE liquidated damages equivalent to the monthly service fee multiplied by the number of remaining months of the initial term or renewal term, as applicable.


10. FORCE MAJEURE

Neither party shall be in default if its failure to perform any obligation hereunder is caused solely by supervening conditions beyond that party’s reasonable control, including, but not limited to, natural calamities, civil commotion, strikes, labor disputes, fires, terrorist acts, or governmental demands or requirements; provided that any such performance shall be completed as soon as commercially reasonable following the termination of any such supervening conditions.


11. WARRANTY DISCLAIMER

a. The Service is furnished on an "as is", as-available basis. Globe/Innove does not warrant that the Service will be uninterrupted or error-free. All warranties of any type not expressly stated in the Agreement, express or implied, including the warranties of merchantability, fitness for a particular purpose or non-infringement are expressly disclaimed.


b. Globe/Innove shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from: (a) any errors in or omissions from the Service, (b) the unavailability or interruption of the Service, (c) Subscriber’s use of the Service (regardless of whether Subscriber received assistance from Globe/Innove or its licensor in using the Service, or (d) Subscriber’s use of any equipment in connection with the Service.


c. Globe shall not be liable for loss of data. The Service is not intended to be the sole back-up location for any data. Subscriber is responsible for backing up its own data files to a location other than the Service.


12. LIMITATION OF LIABILITY

a. In no event shall Globe/Innove be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including without limitation, damages for loss of profits, loss of use, business interruption, loss of data or other pecuniary loss), in connection with Subscriber’s subscription to the Service whether based upon contract, tort or any other legal theory, including negligence, even if Globe/Innove has been advised of the possibility of such damages.


b. In no event shall Globe’s/Innove’s liability to Subscriber arising from the Service exceed the total amount of MSF for the Service actually paid by Subscriber to Globe/Innove, or an amount equivalent to one year MSF, whichever is lower.


13. TERMINATION

a. Globe/Innove may terminate the subscription to Google Apps upon notice if Subscriber commits any of the Prohibited Acts stated in Clause 8;


b. Globe may terminate the subscription to the Service upon 15 days prior written notice (“Cure Period”) if Subscriber fails to pay the MSF and other charges, if any, unless during the Cure Period, Subscriber pays all outstanding amounts to the full satisfaction of Globe/Innove.


c. Globe/Innove may terminate the subscription to the Service upon seven days prior written notice in the event any circumstance arises which prevents Globe/Innove from rendering the Service. In such an event, Subscriber shall not be liable to pay pre-termination charge.


14. ASSIGNMENT

Subscriber shall not assign or transfer his/her subscription to the Service without the prior written consent of Globe/Innove.


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