Google - Urban League Black-Owned SMB Support - Terms and Conditions

These terms and conditions (“Terms”) exist between the business applying to participate in the program described herein (“You”) and Google LLC (“Google”).  Google is launching a program administered by National Urban League and its affiliate chapters (“Urban League”) and OnTech Smart Services (“OnTech”), whereby Google, Urban League, and OnTech may provide You with certain Google Nest products and services (“Products”), as well as related training and support in order to understand their helpfulness to businesses like You (the “Program”).  NOTHING IN THESE TERMS CONSTITUTES A GUARANTEE THAT YOUR APPLICATION TO PARTICIPATE IN THE PROGRAM WILL BE ACCEPTED.  ONLY OWNERS OR MANAGERS OF BUSINESSES MAY APPLY FOR PARTICIPATION IN THE PROGRAM. 

 

The person applying for participation in the Program represents and warrants that they are authorized to agree to these Terms on behalf of You, a bona fide business entity, and that all answers provided in the application and surveys are true and correct. 

 

If You are selected to participate in the Program, You agree to the following:

1. Overview.  You agree to participate in the Program, which may include installation and use of certain Products, as well as research, surveys or requests for information, as described herein.
2. Research and Feedback. 
   1. You acknowledge and agree that Google may collect and use Your research or survey responses (which may include information such as participants’ age, ethnicity, gender and other descriptive information) (“Research Data”) to administer and improve the Program, as well as assist Google in researching, developing, analyzing, and improving various features of current and proposed products and services of Google (the “Purposes”).In connection with the Program, Google may ask You to provide Product feedback (“Feedback”). If You provide Feedback, it must (A) be truthful; (B) originate only from You; and (C) not contain any third party’s Confidential Information. You must provide Feedback no later than 10 days following Your receipt of Google’s request for Feedback.
   2. You hereby assign ownership of Your Feedback to Google and Google may use Your Feedback without obligation to You.
   3. To the maximum extent permitted by applicable law, by accepting these Terms, You assign to Google all rights, title, and interest in Your Feedback. If requested by Google, You will sign applicable documents, provide support, and appoint Google to act on Your behalf to secure these rights.
   4. If applicable law does not permit the assignment of rights in Subsection (c), then You grant Google a perpetual, irrevocable, exclusive, worldwide, sublicenseable, royalty-free, fully paid-up license to: (1) reproduce, distribute, create derivative works based on, publicly perform, publicly display, or otherwise use Your Feedback; and (2) make, have made, import, use, have used, offer for sale, sell, lease, license, or otherwise exploit products and services (including combinations) that incorporate Your Feedback.
   5. To the extent permitted by applicable law, You waive any moral rights You have and agree not to exercise them, unless You notify Google and follow Google’s instructions.
3. No Compensation or Employment.  Neither Google or Urban League will provide any compensation for Your participation in the Program. Nothing in these Terms creates any employment relationship between You and Google or Urban League.
4. Code Redemption and Installation Services.  If You are selected to participate in the Program, Urban League will provide You with a link to the Program website and a unique discount code to redeem for Products and professional installation services (the “Code”).
   1. The Code is provided by Urban League for use on the Program website for the Products and installation services thereof only, and subject to the following terms.
   2. The Program is available only to US businesses that have been selected for participation, with shipping addresses in the US. You must be age 18 or older. You must have internet access and must log in to Your account or add a form of payment at checkout.  You may only redeem one Code.
   3. To redeem Your Code, click on the link provided by Urban League in the offer redemption email and go through OnTech’s checkout process. The discount for Products and installation will be applied at checkout. If you do not see the offer automatically applied during checkout then please enter the promotional code manually at the checkout page.  The Code must be redeemed by October 7, 2021 or it will expire. Codes may be redeemed only as allowed by applicable laws.
   4. You understand and agree that Google has partnered with a third party installation services provider, OnTech, to supply the Products and provide professional installation services for Products supplied under the Program.  You will need to schedule installation services for the Products at the time of Code redemption.   Any other services You request of OnTech will need to be covered in a separate contract between You and OnTech.  The business owner (or a manager designated by the business owner in writing) must be present for the delivery and installation of the Products.  If the business owner (or designated manager) is not present, the Products may not be left at Your place of business or installed. You must redeem your Code with OnTech by October 7, 2021, and installation must be completed by no later than October 31, 2021, otherwise You will be removed from the Program and will not receive the Products. You may reschedule Your installation visit up to three times (only one time if OnTech has already arrived) or cancel Your installation visit up to two times.  If You reschedule more than three times (or reschedule more than once when OnTech has already arrived), or cancel Your appointment more than two times, You will be disqualified from the Program and will not receive the Products.
   5. Please refer to the Urban League privacy policy for more information on how and when data is collected by Urban League in connection with the Program: https://nul.org/privacy-policy, and OnTech’s privacy policy for more information on how and when data is collected by OnTech in connection with the Program: https://www.ontechsmartservices.com/pages/privacy.
   6. Codes may not be transferred or sold to any third party, and they are not redeemable for cash or cash equivalents.  You may only redeem one Code, one time.
5. Marketing Outreach.  You agree that Urban League, OnTech, and/or Google may contact You during and after the Program for further information and/or marketing purposes.
6. Product Terms of Service.  You understand that Google’s Privacy Policy available at https://policies.google.com/privacy?hl=en-US applies to Your use of the Products and agree that You will comply with all applicable Product Terms of Service at https://www.google.com/policies/terms/ (or such other URL as Google may provide).
7. Product Use.  You understand that the Products process audio and video data, and You must use and display the Products only in accordance with applicable laws (including federal, state, and local laws).  Additionally, Google has created guidelines for use of the Products, available at https://support.google.com/UL-Google-SMB-support-pilot/answer/9247654?hl=en&ref_topic=10212138 (or such other URL as Google may provide). You will use Products in accordance with these guidelines.
8. Termination and Suspension.  You may terminate Your participation in the Program upon written notice and Google may terminate or suspend the Program or Your participation in the Program at any time upon notice to You. All provisions that under their terms or by implication ought to survive will survive, including Sections 2 (Research and Feedback), 3 (No Compensation or Employment), 4(e) and (f) (Code Redemption), 5 (Marketing Outreach), 6 (Product Terms of Service), 7 (Product Use), 8 (Termination and Suspension), 9 (Subscription Services), 10 (Confidentiality and Publicity), 12 (Warranty Disclaimers), 13 (Indemnity) , 14 (Limitation of Liability), 15 (Miscellaneous) and 16 (Governing Law and Jurisdiction).  If Google terminates the Project without cause, You may keep any hardware Products that Google has provided to You prior to termination.
9. Subscription Services.  You understand that You may receive a limited subscription to certain Google Nest services (e.g. Nest Aware).  These services are provided free of charge for a limited period of time.  After the expiration of the 12 month subscription service period, You may choose either to discontinue use of the subscription services or pay to continue using the subscription services. 
10. Confidentiality and Publicity.  “Confidential Information” means information that Google discloses to You and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by You, is rightfully given to You by a third party without confidentiality obligations, or becomes public through no fault of Yours.  If Google shares Confidential Information under the Program with You, You will not disclose that Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. You will use Google’s Confidential Information only to exercise Your rights and fulfill obligations under these Terms. You will ensure that Your Delegates are also subject to the same non-disclosure and use obligations. You may disclose Confidential Information when required by law after giving reasonable notice to Google, if permitted by law.   For the avoidance of doubt, the Program and Your participation in it constitute Google’s Confidential Information.  You may not make any public comment or statement about the Program without Google’s advance written permission.
11. Testimonials.  You agree, if asked by Google or Urban League, to participate in testimonials about the Program.
12. Warranty Disclaimer. To the maximum extent permitted by law:
    1. The Products you receive may be accompanied by an end user warranty.  Other than that standard end-user warranty, GOOGLE MAKES NO WARRANTIES OF ANY KIND ABOUT THE PROGRAM OR PRODUCTS, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE OR MERCHANTABILITY.
    2.   Your exclusive remedy under this Agreement is termination in accordance with Section 9.
13. Indemnity.  You will defend and indemnify Google, OnTech and Urban League and their respective affiliates, directors, officers,  and employees against any third-party legal or regulatory proceeding claiming that use of Your use of the Products in violation of these Terms violates any applicable law or Google policy, or Your Feedback infringes or violates the third party’s intellectual property or other rights.
14. Limitation of Liability.   
    1. Liability.  In this Section, “liability” means any liability, whether under

contract, tort, or otherwise, including for negligence.

1. 2. Limitations.  Subject to Section 15(c) (Exceptions to Limitations):
      1. Google will not have any liability arising out of or relating to these Terms for:
         1. loss of any data or communications;
         2. lost profits (whether direct or indirect);
         3. indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated by the parties on the Agreement’s effective date); or
         4. exemplary or punitive damages; and
      2. Google’s total aggregate liability arising out of or relating to these Terms is limited to US$10,000; and
      3. These limitations of liability will apply to any damages, however caused and regardless of the theory of liability, even if Google has been advised of the possibility of such damages, and regardless of whether the limited remedies available under these Terms fail of their essential purpose.
      4. IF YOU CONTRACT FOR INSTALLATION SERVICES PROVIDED BY A THIRD PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GOOGLE BE LIABLE FOR ANY DAMAGES, INCLUDING ANY PROPERTY DAMAGE, ARISING FROM OR RELATING TO THE INSTALLATION SERVICES.
   3. Exceptions to Limitations.  Nothing in these Terms excludes or limits

either party’s liability for:

14. 1. 1. death or personal injury resulting from its negligence or the negligence of its employees or agents;
       2. fraud or fraudulent misrepresentation;
       3. breach of Section 11 (Confidentiality and Publicity);
       4. its obligations under Section 14 (Indemnity);
       5. infringement of the other party’s intellectual property rights; or
       6. matters for which liability cannot be excluded or limited under applicable law.
15. Miscellaneous.  All legal notices must be in English, in writing (which may be by email), and addressed to the other party’s primary contact, which for Google is legal-notices@google.com. Any amendment must be in writing and signed by both parties. You may not assign any part of these Terms without Google’s prior written consent. Google may assign its rights or delegate its obligations under these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. These Terms state all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. If any term (or part of a term) of these Terms is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect. If these Terms are translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.
16. Governing Law and Jurisdiction.  All claims arising out of or relating to this Agreement or any related Google products or services will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in Santa Clara County, California, USA unless otherwise provided in any device-specific terms; the parties consent to personal jurisdiction in those courts.