G Suite by Google Cloud Reseller Addendum

This G Suite by Google Cloud Reseller Addendum (hereinafter, the "Addendum") sets forth the terms and conditions governing your marketing, resale, and supply of the G Suite Core Services, as further described at http://www.google.com/apps/intl/en/terms/user_features.html (as the content at such URL and the URL itself may be updated or modified by Google from time to time) (the "Product(s)"). This Addendum is between eNom, Incorporated ("Enom") and the entity agreeing to this Addendum as part of its agreement to market, resell, or supply the Products to Customers ("You" or "Your") and is attached to and made a part of that certain Reseller Agreement by and between Enom and You located at http://www.enom.com/terms/agreement.aspx?page=reseller (as the content at such URL and the URL itself may be updated or modified by Enom from time to time) ("Reseller Agreement"), which is incorporated herein by this reference. In the event there exists any conflict between the terms of this Addendum and the terms of the Reseller Agreement, the terms of this Addendum will prevail. For the avoidance of doubt, Your use of the Products is governed by the G Suite by Google Cloud Service Agreement located at http://www.enom.com/terms/googleapps-agreement.aspx (as the content at such URL and the URL itself may be updated or modified by Enom from time to time).
  1. Modifications.

    This Addendum may be modified from time to time. Modifications made to this Addendum will become effective 30 days after the modifications are posted. You agree that you will check the terms and conditions of this Addendum periodically and that, if you no longer agree to the terms and conditions, you may send us a termination notice in accordance with Section 10 below.
  2. Customer Agreements.

    1. Customer Agreement Requirement. You must ensure that any resale and/or supply of the Products to a Customer is governed by an enforceable Customer Agreement.
    2. Records. You will: (a) keep copies of all Customer Agreements; (b) track and keep records of all online acceptances of Customer Agreements; and (c) provide such copies and/or online acceptance details to Enom upon Enom’s request.
    3. Enforcement. You will enforce each Customer Agreement with at least the same degree of diligence used by You to enforce similar agreements for Your own products, but in no event less than a reasonable degree of diligence.
    4. Required Provisions. You will include the following provisions in each Customer Agreement:
      1. You, Enom, Google and Customer are independent contractors with respect to the resale and purchase of the Product;
      2. You are the processor of any personal data processed by it on Customer’s behalf, and Customer is the controller of any such data, as the terms "controller", "processed", "processor" and "personal data" are defined in the EU Directive; and
      3. Customer will permit You to disclose Customer Data to Your suppliers as reasonably required in connection with Customer’s use of the Product or any Customer support issues.
  3. Google TOS.

    You will ensure that Customer is notified of and accepts the Google TOS, with no alteration or amendment (unless otherwise expressly agreed in writing by Google), prior to logging into the Product. You will: (a) not accept (or allow any other third party to accept) the Google TOS on behalf of any Customer; and (b) not accept (or allow any other third party to accept) separate terms of service on behalf of any Customer for use of other Google services; except where in each of the foregoing cases You have been expressly authorized to do so on Customer’s behalf under the Customer Agreement.
  4. Privacy and Security.

    1. Privacy Policy. You are responsible for maintaining appropriate privacy policies as required in accordance with applicable laws.
    2. Processing Personal Data on Google’s Behalf. To the extent that You process any personal data (e.g., names and contact details of Customers) on Google’s behalf (as the terms "personal data" and "process" are defined in the EU Directive), You will:
      1. comply with, and only act on, instructions from and on behalf of Google regarding the processing of that personal data;
      2. not process that personal data for any purpose other than the performance of Your obligations under this Addendum;
      3. ensure that appropriate technical and organisational measures are taken to avoid unauthorised or unlawful processing of that personal data and against loss or destruction of, or damage to, that personal data;
      4. ensure the reliability of, and be responsible for, all of Your employees, agents and contractors who will have access to that personal data;
      5. not, by any act or omission, place Google in breach of Data Protection Legislation;
      6. inform Enom immediately of any suspected or confirmed data protection breaches or unauthorised or unlawful processing, loss, or destruction of, or damage to, that personal data;
      7. ensure that any third party sub-contractor engaged by You to process that personal data on behalf of Google only uses and accesses that data in accordance with the terms of this Addendum and is bound by written obligations requiring it to provide at least the level of data protection required under this Section 4; and
      8. not process, or cause to be processed, that personal data outside the European Economic Area unless You adopt a compliance solution which achieves compliance with the terms of Article 25 of the EU Directive.
    3. Processing Personal Data on Customers’ Behalf. You will not process any data on any Customer’s behalf that is subject to regulatory requirements without first implementing appropriate terms in the applicable Customer Agreement for protection of such data, including, where applicable, with respect to the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations thereunder, as amended. Unless otherwise agreed in an applicable Customer Agreement, You will do the following, at a minimum, with the respect to all personal data that You process on a Customer’s behalf (as the terms "personal data" and "process" are defined in the EU Directive):
      1. comply with, and only act on, instructions from or on behalf of that Customer regarding the processing of that personal data;
      2. not process that personal data for any purpose other than for the performance of Your obligations under this Addendum or the Customer Agreement;
      3. ensure that appropriate technical and organisational measures are taken to avoid unauthorised or unlawful processing of that data and against loss or destruction of, or damage to, that personal data;
      4. ensure the reliability of, and be responsible for, all of Your employees, agents and contractors who will have access to that personal data;
      5. not, by any act or omission, place that Customer or Google in breach of Data Protection Legislation;
      6. inform that Customer immediately of any suspected or confirmed data protection breaches or unauthorised or unlawful processing, loss, or destruction of, or damage to, that personal data;
      7. ensure that any third party sub-contractor engaged by You to process that personal data on behalf of Customer only uses and accesses that data in accordance with the terms of this Addendum and is bound by written obligations requiring it to provide at least the level of data protection required under this Section 4; and
      8. not process, or cause to be processed, that personal data outside the European Economic Area unless You adopt a compliance solution which achieves compliance with the terms of Article 25 of the EU Directive.
  5. Obligations.

    1. Compliance with Laws. You will comply with, and will not attempt to cause a violation of, all applicable laws, rules and regulations.
    2. Inconsistent Representation or Warranty. You will not make any representation or warranty which is, or enter into any agreement which is, inconsistent with materials regarding the Products.
    3. Misleading Statements. If You offer commitments or remedies, or both, financial or otherwise, that are contrary to or absent from the Google TOS, then You are solely liable for all additional commitments or remedies. You will not make any unauthorized, false, misleading, or illegal statements regarding the Products.
    4. Disclaimers. You will disclaim, to the extent permitted by applicable law, all warranties with respect to the Products, including without limitation, warranties for merchantability, fitness for a particular purpose, and non-infringement; and disclaim Google’s liability for any damages, whether direct, indirect, incidental or consequential, arising from Your resale of the Product.
    5. Publicity, Marketing and Promotion.
      1. Publicity. You will use commercially reasonable efforts to market and promote the Products, and will do so in accordance with the training and materials that may be provided. Without Enom’s prior written approval (which may be via e-mail), which approval will not be unreasonably withheld or delayed, You will not issue, any press releases, public announcement, or public statement regarding Your authority to resell Products.
      2. Marketing and Promotion. You will use commercially reasonable efforts to market and promote the Products to potential Customers in the Territory, and will do so in accordance with the training made available to You. You are responsible for creating any required advertising materials at Your own cost and expense, in accordance with the requirements made available to You.
    6. Deceptive Practices. You will not engage in, and will not solicit, accept, or maintain any Customer who, engages in, illegal or deceptive trade practices or any other behavior prohibited by this Addendum and/or Google TOS.
    7. High Risk Activities. You will not resell or supply the Products in connection with any use involving High Risk Activities.
    8. No Subcontracting. You may not subcontract any of Your obligations regarding the marketing, resale, or supply the Products.
    9. Restrictions. Except as expressly permitted in this Addendum, You will not: (a) resell or supply the Products to any third party who will resell, distribute, supply, lease, or allow another third party to use, the Products; (b) use the Products or any Google documentation provided for any purpose other than to resell and/or supply the Products as permitted hereunder; or (c) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer any Product or any part thereof, including the source code and any other underlying ideas or algorithms of the software forming part of the Product (except to the extent such act cannot be prohibited by law or is expressly permitted under this Addendum).
    10. Your Status. You will not represent Yourself as an agent of Google for any purpose.
    11. Disclosure to Customers. You will disclose to Your Customers the existence of Enom and Enom’s role in the transactions regarding Products and any possible access or processing of Customer Data.
    12. Customer Notifications. You agree to procure the appropriate consents from Customer, and provide relevant Customer contact notices, to allow Enom and Google to communicate directly with Customer for the following purposes: (i) to conduct customer service and satisfaction surveys; (ii) to the extent required to provide options regarding continuity of the Product(s) (including where Your authorization to continue to resell or provision the Product has been terminated); and (iii) for purposes related to the provisioning of the Product(s) to Customer's account, including in relation to any Product updates or security incidents.
  6. Sub-Resellers.

    1. Requirements. You may resell or supply the Products to Sub-Resellers (as defined in the Reseller Agreement) who will resell or supply the Products, provided that: (i) You will not engage or retain any Sub-Reseller to resell or supply the Products without first conducting sufficient due diligence to conclude with reasonable assurance that the Sub- Reseller is a legitimate business in good standing, is not engaged in any known activities that would lead to a foreseeable risk of a violation of the requirements of this Addendum, and will conduct business ethically and competently, in compliance with all applicable laws, including Anti-Bribery Laws; (ii) prior to resale and/or supply of any Products to each Sub-Reseller, You enter into a binding written agreement with such Sub-Reseller that includes terms and conditions the same as or substantially similar to the terms and conditions of Sections 2, 3, 4, 5, 11, 12, 13, and 14 of this Addendum, is at least as protective of Google and Enom as this Addendum, and makes Enom a third-party beneficiary ("Sub-Reseller Agreement"); (iii) You keep copies of all Sub-Reseller Agreements and will provide evidence of Sub-Resellers’ acceptance of the Sub-Reseller Agreements upon Enom’s request; (iv) You enforce the Sub-Reseller Agreements with at least the same degree of diligence used by You to enforce similar agreements for Your own or other products, but in no event less than a reasonable degree of diligence; and (v) any pricing or order commitments for the Product(s) will be solely as agreed upon between You and such Sub-Resellers.
    2. Liability. Enom is not responsible for and will have no liability in relation to any Sub- Reseller Agreement or Your resale and/or supply of Products to Sub-Resellers. As between Enom and You, You remain responsible to Enom for Sub-Resellers’ (and its personnel’s) (i) act or omissions in connection with the marketing, resale, and supply of Products and (ii) compliance with this Addendum. If You offer any additional commitments to any Sub-Reseller beyond what Google has agreed to provide to You herein, Enom will not be liable for any such additional commitments.
  7. DISCLAIMERS.

    ENOM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS ADDENDUM OR THE PRODUCTS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ENOM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  8. Indemnification.

    You agree to indemnify, defend, and hold harmless Enom, its directors, officers, employees, agents, parent companies, subsidiaries, and affiliates from and against any and all claims, liabilities, judgments, penalties, taxes, costs, and expenses (including attorneys’ fees) ("Claims") incurred in connection with, arising out of, or relating to: (a) Your breach or alleged breach of this Addendum; (b) Your resale or supply of the Products, or any of Your Sub-Resellers’ sale or supply of the Products; or (c) acts or omissions by You or any of your Sub-Resellers. Enom will have the right, at its own expense, to participate in the defense and settlement of such Claims represented by counsel that Enom has selected. You will not settle any Claim without the prior written consent of Enom.
  9. Limitation of Liability.

    ENOM WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS ADDENDUM FOR (I) LOST REVENUES, (II) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES), OR (III) EXEMPLARY OR PUNITIVE DAMAGES; AND ENOM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS ADDENDUM IS LIMITED TO THE AMOUNT PAID BY YOU TO ENOM UNDER THIS ADDENDUM DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY FOR THE PRODUCT THAT GAVE RISE TO THE LIABILITY. IN ADDITION, GOOGLE NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY IN RELATION TO YOUR RESALE AND/OR SUPPLY OF PRODUCTS.
  10. Termination; Effect of Termination.

    1. Termination of Addendum. Upon at least 30 days written notice (including notice via email), either party may terminate this Addendum. Enom also retains the right to terminate this Addendum immediately if (i) Google requires the termination of this Addendum; or (ii) Enom determines, in its sole discretion, that You have failed to comply with any term or condition of this Addendum, or that Your resale or supply of the Products presents an unreasonable risk of harm to Enom or its affiliates, Google, the Products, other users, or members of the general public.
    2. Termination of Sub-Resellers. Upon at least 30 days written notice (including notice via email), Enom may require You to terminate any Sub-Reseller Agreement. Enom also retains the right to require you to terminate any Sub-Reseller Agreement immediately if (a) Google requires the termination of the Sub-Reseller Agreement; or (b) Enom determines, in its sole discretion, that the Sub-Reseller has failed to comply with any term or condition of this Addendum, or that Sub-Reseller’s resale or supply of the Products presents an unreasonable risk of harm to Enom or its affiliates, Google, the Products, other users, or members of the general public.
    3. Effect of Termination. Upon any termination or expiration of this Addendum, You will inform Sub-Resellers and Customers that Your relationship as described under this Addendum with Enom has terminated and provide any reasonable transition assistance to Sub-Resellers and Customers (or, at Enom’s or Google’s election, facilitate Enom’s or Google’s transition assistance to Sub-Resellers and Customers) who wish to purchase such Product directly from Enom, Google or another Google-authorized partner of that Product. You will provide reasonable assistance to migrate such Sub-Resellers or Customers as requested by Enom or Google and, as applicable, (i) Customer or (ii) Sub- Reseller.
  11. Confidentiality.

    You will use, and ensure that Your personnel use, Confidential Information only to exercise rights and fulfill obligations under this Addendum, while using no less than reasonable care to keep it confidential.
  12. Modification of the Products.

    You understand that Google may make commercially reasonable modifications to the Products.
  13. Intellectual Property Rights; Brand Features.

    1. Intellectual Property Rights. Google owns all rights, title, and Intellectual Property Rights in and to the Products. All ownership rights, title, and Intellectual Property Rights in and to the content accessed through any Products are the property of the applicable content owner and may be protected by copyright or other applicable laws.
    2. Google Brand Features. For as long as You are authorized to resell/supply Products, Google grants to You a non-exclusive, non-royalty bearing, and nonsublicensable license to display Google’s Brand Features solely for the purpose of Your marketing, resale and/or supply of the Products, subject to, and in accordance with, this Addendum and the Trademark Guidelines.
    3. Your Brand Features. You grant to Google a non-exclusive, non-royalty bearing, and non-sublicensable licence during the Term to include Your Brand Features in presentations, materials related to the Google Products.
    4. Restricted Use. Each party may use the other party’s Brand Features only as expressly permitted in this Addendum. A party may revoke the other party’s right to use its Brand Features pursuant to this Addendum with written notice to the other and a reasonable period to stop the use.
    5. Goodwill. All goodwill arising from Your use of Google’s Brand Features shall belong to Google. All goodwill arising from Google’s use of Your Brand Features shall belong to You.
  14. Definitions.

    "Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, which prohibit corrupt offers of anything of value, either directly or indirectly, to anyone including government officials to obtain or keep business or to secure any other improper commercial advantage.
    "Government officials" include any government employees; candidates for public office; and employees of government-owned or government-controlled companies, public international organizations, and political parties.
    "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive features of an entity, as secured by such entity from time to time.
    "Confidential Information" means information exchanged to You under this Addendum, 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 the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
    "Customer(s)" means those entities who have a principal place of business within the Territory and to whom You are permitted to resell the Product(s) in accordance with this Addendum.
    "Customer Agreement" means an agreement between You and Customer pursuant to which You sell or supply the Product(s) to Customer.
    "Customer Data" means: (a) any data received by You from, or maintained by You on behalf of, a Customer in connection with the resale of the Products.
    "Data Protection Legislation" means legislation implementing the EU Directive and any other applicable data protection and privacy legislation, guidelines and industry standards.
    "EU Directive" means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.
    "Export Laws" means all applicable export and re-export control laws and regulations, including 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" means the third party provider of the Products.
    "Google TOS" means those terms of service that govern use of the Product and that must be accepted and agreed to by Customer prior to Customer’s first log in to the Product.
    "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.
    "Territory" means those regions where resale and/or supply of the relevant Product is permitted. Territory excludes any countries where either party is prohibited from providing the Product due to applicable Export Laws.
    "Trademark Guidelines" means Google’s guidelines for use of Google Brand Features, located at the following URL: http://www.google.com/permissions/ (as the content at such URL and the URL itself may be updated or modified by Google from time to time).
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