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Your Agreement ACO ~ Ascension Center ~ ACE FOLKLIFE Historical Society
TJ Morris, Janet Kira Lessin, Dr. Sasha Alex Lessin
We are a holding corporation for Internet Businesses and Personal Consultants dealing with products and services in the International Trade and Commerce in the United States of America
Including Public Relations and Advertising in the Social Media involved in sharing resources as a membership organization.
Organizing Management Teams with Your Agreement with ACO~Ascension Center Organization~ TJ Morris DBA TJ Morris Publishing with ACIR. Assured Confidential Investigative Reports and American Culture International Relations ~ and Google.
LETTER OF INTENT
By and between the below signed interested parties
LITERARY AGENT
ACO Ascension Center with TJ Morris ACIR hereby agree to represent Dr Sasha (Alex) Lessin and Janet Kira Lessin in the capacity of assisting with organizing and promoting writers, speakers, seminar and workshop presenters who agree to join them in their ACE FOLKLIFE of the ACO Corp. We along with the ACE CONFERENCES including the Annual Stargate to the Cosmos Conferences and Spiritual Symposiums is designed to promote their clients in under their Personal Consultants category as Authors, Copywriters, Editors of the ACE FOLKLIFE Historical Society and do hereby acknowledge to accept writers and speakers to share in meeting their clients in the parapsychology and Alien ET UFO Community. TJ and Janet agree to promote the following signed associates or joint venture … TJ Morris is a sole proprietor and Agent who is the ACO Ascension Center President/CEO. Janet Kira Lessin is a sole proprietor and Agent who is the Stargate to the Cosmos President/CEO.
ACE FOLKLIFE CONFERENCE ~ STARGATE TO THE COSMOS CONFERENCE
ACE Author AGENTS Association ~ Annual International Meeting ~ Board of Directors Meetings
We agree to use the following information for each of our performers in the TJ Morris ET Radio Show and ACE FOLKIFE PROJECTS to promote our Authors Association at the same time we must come together annually for our voting of members into our ACE FOLKLIFE Historical Society Members of our Archivists on the Internet in our Social Networks. We are the TJ Morris & Friends Network and TJ Morris.org, and ET Spirit.org, of the Social Paranormal Community which now has a directory which our members associations and causes will be listed in annually for a small fee of $25.00 annually. We provide a photo and 1 X2 “ business card AD in our Social Paranormal Company Who’s WHO Directory.
We provide Awards for outstanding Authors, Copywriters, Editors, Archivists, who are the support teams behind the scenes of all our members. We provide lifetime memberships to those members who want to participate in the Hall of Fame Awards voting for members in the ACO AND ACE AWARDS.
We share our organization members of the BMI, AAR, ACE, and ACE Writer’s Associations. IBMA is also recognized as the International Bluegrass Music Association. We also recognize MUFON members of the Mutual UFO Network. We are always looking for other organizations to join us as speakers and who list with SpeakersFile on Google. TJ Morris Publishing represents ACIR, and ACE FOLKLIFE.
ACE FOLKLIFE specializes in promoting ACE Entrepreneurs at ACE Conferences called STARGATE TO THE COSMOS CONFERENCES. This Letter of Intent Agreement serves as the main template showing our future endeavors in conferences which will require our ACO CORP members to sign before being allowed to participate with our chosen Agent Contractor for aforementioned Conferences .
TJM/JKL JOINT VENTURES include the following examples to be used as a template and example to be included in a first announcement to their clients in their joint venture arrangement to represent market and promote various friends who agree to be promoted in their social network media projects online and will be asked to participate in their annual conference of interested members of the ACE FOLKLIFE.
TJM/JKL also represent TIMELY MANOR BOOKS an imprint of TJ MORRIS Publishing and TJ Morris Entertainment Organization in cooperation with International Psychics Association of IPA and the Consumer Reports Organization of which Theresa J. Morris is a member of. TJ is also a member of MUFON.
1. PARTIES: This Letter of Intent [hereinafter “Agreement”] is between Janet Kira Lessin, dba/ Sacred Matrix, at 1371 Malaihi Road, Wailuku, HI 96793 [hereinafter “Organizer"] and Andrew D. Basiago, at P.O. Box 2311, Vancouver, WA 98668 [hereinafter “Performer”] [hereinafter collectively referred to as “Parties.”]
2. TERMS: The Agreement pertains to the Performer’s appearance at the Organizer’s event, Stargate to the Cosmos™, which is scheduled to be held from Tuesday, October 30th to Sunday, November 4th, 2012 in Scottsdale, Arizona. The principal terms of the Performer’s participation will be substantially as follows.
3. RELATIONSHIP: The Agreement shall not render the Parties employees or partners of each other. The Parties are and will remain independent contractors in their relationship to each other. The Organizer shall not be responsible for withholding taxes with respect to the Performer’s compensation hereunder. The Performer shall have no claim against the Organizer hereunder, or otherwise, for vacation pay, sick leave, retirement benefits, Social Security payments, worker's compensation, health or disability benefits, unemployment insurance benefits, or any other employee benefit of any kind.
4. DUTIES: The Performer shall have the duty to reasonably cooperate with the Organizer in all aspects of the event. The Performer shall have the duty to perform according to the requirements of performance articulated herein. These include the Performer preparing and delivering or attending: (1) a Presentation of 1 to 1.5 hours; (2) a Workshop of 1.5 hours; (3) the Speakers Reception or Speakers Banquet; (4) a Book Signing/Photo Opportunity of at least 1 hour following a Presentation or Panel; (5) the Discussion Panel; and (6) at least one Interview and/or Roundtable discussion of 30 to 90 minutes in length.
5. PREREQUISITES: The Performer shall be paid against commission earned at our standard conferences.
Example of our prerequisites consist of: (1) Travel: $500 as a travel advance, for travel by air or land, payable upon signing the Agreement; (2) Hotel: Four nights hotel accommodation at $119 or $476, plus tax; and (3) Event Pass: a full conference pass, including free attendance of all performances, the Wednesday reception, and the Saturday banquet.
6. COMPENSATION: The Performer shall be compensated by being paid one half of the gross proceeds from all Workshops that the Performer leads. The gate fee per attendee for each Workshop shall be:
Length of Workshop Gate Fee per Attendee
One hour $20
Two hours $30
Three hours $40
Four hours $50
Five hours $60
Six hours $70
Seven hours $80
Eight hours $100
We reserve the right to limit each of our Authors, Workshop Presenters, Book Vendors, to interact with our sponsors as we see fit to best represent our customers as their Literary Agent for this particular event and time and space for our annual conference called the Stargate to the Cosmos.
We also reserve the right to limit advance commissions for the marketing and promotions of our customers who have to be a member of our ACE FOLKLIFE Association of TJ MORRIS Org., in order to promote the client at our events in the media.
For example, we represent and provide TJ MORRIS ET RADIO™ ~TALK ACTION™ © 7 nights a week on 2 hour radio shows presented by our ACE FOLKLIFE Chairpersons for each state represented that will be attending our annual conference called STARGATE TO THE COSMOS™.
TJ Morris as TJM and Janet Kira Lessin as JKL are sole proprietors as Agents who have formed a JOINT VENTURE to promote the Ascension Center Organization and the ACE FOLKLIFE MEMBERS.
For example, a Workshop of four hours at $50 per attendee attended by 500 attendees will result in gross proceeds of $25,000 of which the Performer shall be paid $12,500 and the Organizer shall retain $12,500. From the Performer’s gross share of the gate, the travel advance of $500 paid the Performer shall be deducted before the Performer is paid his or her net compensation. In the example, the Performer leading a Workshop grossing $12,500 will be paid $12,000 in net proceeds after his or her travel advance of $500 is deducted from his or her gross proceeds. Note: Online attendance shall be treated as live attendance.
7. EXPENSES: The Parties agree that no other perquisites or compensation shall be paid to the Performer and the Organizer shall not reimburse the Performer for any other expense, including per diem expenses.
8. CONCESSIONS: The Organizer shall retain a 15% interest in book and product sales by the Performer.
9. PAYMENT: The Performer’s compensation and the Organizer’s share of concession sales shall be due and payable, respectively, via business check at the conclusion of the event on Sunday, November 4th.
10. NON-PERFORMANCE: In the event that the Performer fails to perform, the Performer assumes liability for travel advance, hotel expense, and all other perquisites paid by Stargate to the Cosmos™ prior to performance and must reimburse said pre-payments to the Organizer within 30 days after non-performance.
11. LIMITATION OF SERVICE: The compensation is related solely to the Performer performing at the event. No additional services are required to be performed. This is a personal services contract of a limited scope and nature. The Performer has no responsibility for the overall execution or final success of the event.
12. NOTICE: All notices, requests, and demands to or upon the Parties relating to the Agreement hereto to be effective shall be in writing and unless otherwise expressly provided herein shall be deemed to have been duly given or made (a) when delivered by hand or (b) if by mail, when deposited in the mails by certified mail, return receipt requested, and addressed to the opposite party at the address written above.
13. MODIFICATIONS: The Agreement may not be modified except by an amendment reduced to writing and signed by the Parties. No waiver of the Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.
14. ENTIRE AGREEMENT: The Agreement sets forth the entire agreement and understanding between the Parties relating to the subject matter herein and supersedes all prior discussions between the Parties. No modification of, or amendment to, the Agreement, nor any waiver of any rights under the Agreement, including fees, shall be effective unless in writing and signed by the parties.
15. GOVERNING LAW: The Agreement shall be deemed to have been made in Hawaii and shall be governed by the laws of Hawaii, applicable to agreements made and to be wholly performed therein without the application of choice of law or conflict of laws rules, despite the fact that all or a part of the Agreement might have been initiated, negotiated, drafted, reviewed, signed, and/or performed outside Hawaii.
16. JURISDICTION AND VENUE: The Parties hereby consent and agree to the exclusive jurisdiction and venue of the Federal and State Courts of the State of Hawaii located in the County of Maui in connection with any lawsuit, action, or proceeding arising out of or related to the Agreement.
17. ASSIGNABILITY: The Parties may not assign the Agreement at any time to any other party.
18. SEVERABILITY: If one or more of the provisions in the Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
19. ADDITIONAL ACKNOWLEDGMENTS: The Parties acknowledge and agree that the Parties are executing the Agreement voluntarily and without any duress or undue influence; that the Parties have carefully read the Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of the Agreement and fully understand them; and that the Parties have sought the advice of an attorney of their choice if so desired prior to signing the Agreement.
20. MEMORANDUM OF AGREEMENT: The Parties acknowledge that the foregoing constitutes the Agreement. Unless and until a more formal agreement is executed, the Agreement shall be and remain a binding and enforceable agreement between the Parties. The foregoing constitutes the entire understanding of the Parties and supersedes any prior or collateral understandings, negotiations, or agreements.
ACCEPTED AND APPROVED:
________________________________ _______________________________
Janet Kira Lessin, Agent Theresa J Morris, Agent
For Customers and Clients of JKL/TJM Joint Venture
for Stargate to the Cosmos™ for Himself/Herself
________________________________ _______________________________
Dated Dated
This License Agreement for ACO~Ascension Center Organization and TJ Morris ACIR is a binding agreement to that we as the holding corporation as ACO may work with you who are the agent as a contractor with customers. Theresa J. Morris and Janet Kira Lessin are Authors Agents of Independent Contractors as Authors, Copywriters, Editors. We share in the Authors, Copywriters, Editors Association of Timely Manor Books of TJ Morris Publishing and we represent our customers as their Agent. Theresa J. Morris and Janet Kira Lessin are partners in a Joint Venture who are considered Personal Business Consultants for small businesses and act as business to business and to serve as Literary Agent and Publishers, Publicists, Educators, Counselors, and Life Coaches offering Marketing and Promotions for our customers. We are ACO Corp a C corporation of Kentucky, United States of America doing business with Google in an alliance association with other business entities. We sign agreements for our customers and represent our clients in the business of International Marketing, and Manufacturing of products and services utilizing the tools and skills we offer our social networking groups on the Internet Online. We only approve those who join our ACE FOLKLIFE and who support our American News Magazine and our Anew News Magazine as Ezines.
We use energy of our own essence which is valued in cyberspace in the Virtual Reality Electronic Learning Laboratory that is electronic and TJ MORRIS ACIR is considered American Culture International Relations and Literary Agents. As a joint venture Theresa J. Morris, TJ MORRIS dba ACIR has to represent and warrant for her customers as the Administrator of her customers publishing online in cyberspace which she calls the virtual reality electronic library or VREL also known in parapsychology as Virtual Reality Electronic Laboratory a part of the ACE Folklife Art, Culture, Education Archiving. ACO is an archiving cultural education with members who serve as archivists, collectors, educators, that are considered a sub-culture in the ACO Corp which is a holding corporation within the United States of America with administrative offices of TJ Morris in Kentucky and offices of Janet Kira Lessin in Hawaii.
Janet Kira Lessin and Theresa J Morris are both Authorized Agents for ACO Corp, Ascension Center Organization, ACE Folklife, Stargate to the Cosmos LLC, and TJ Morris Org.
The following License Agreement and Letter of Intent are two which are used almost on a daily basis which requires the T and J Joint Venture to represent their customers on the TJ MORRIS ET RADIO Show and on their various blogs and websites used to promote their clients in social media. TJM and JKL are the initials for Theresa Janette Morris and Janet Kira Lessin in the TJM/JKL Joint Venture to promote their members in their ACE FOLKLIFE Historical Society as Literary Agents and Promoters which provides services and archived records to be recorded and archived in the United States of America, Canada, UK and Japan. Google allows TJ Morris Publishing to utilize their services. Google allows Stargate to the Cosmos LLC to utilize their services.
This License Agreement for Google App Engine (the “Agreement”) is made and entered into by and between Google Inc., a Delaware corporation, with offices at 1600 Amphitheatre Parkway, Mountain View 94043 (“Google”) and the business entity agreeing to these terms (“Customer”). This Agreement is effective as of the date Customer clicks the "I Accept" button below (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) if you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click the "I Accept" button below. This Agreement governs Customer's access to and use of the Service.
1. Licenses.
1.1 From Google to Customer. Subject to this Agreement, Google grants to Customer a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to (a) use the Service, (b) integrate the Services into any Application and (c) use any Software provided by Google as part of the Service.
1.2 From Customer to Google. By submitting, posting or displaying any Application (including Customer Content) on or through the Service, Customer gives Google a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Application (including Customer Content) for the sole purpose of enabling Google to provide Customer with the Service in accordance with the Agreement.
2. Provision of the Service.
2.1 Console. Google will provide the Service to Customer. As part of receiving the Service, Customer will have access to the Admin Console, through which Customer may administer the Service.
2.2 Facilities and Data Transfer. All facilities used to store and process an Application (including Customer Content) will adhere to reasonable security standards no less protective than the security standards at facilities where Google processes and stores its own information of a similar type. Google has implemented at least industry standard systems and procedures to ensure the security and confidentiality of an Application and Customer Content, protect against anticipated threats or hazards to the security or integrity of an Application and Customer Content, and protect against unauthorized access to or use of an Application and Customer Content. Google may process and store an Application and Customer Content in the United States or any other country in which Google or its agents maintain facilities. By using the Service, Customer consents to this processing and storage of the Application and Customer Content.
2.3 Accounts. Customer must have an Account to use the Service, and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. If Customer becomes aware of any unauthorized use of its password or its Account, Customer will notify Google as promptly as possible.
2.4 Privacy Policies. The Service shall be subject to Google’s Privacy Policy. Changes to the Privacy Policy will be made as stated in the applicable policy. In addition, Google is enrolled in the U.S. Department of Commerce Safe Harbor Program and will remain enrolled in this program or a comparable successor program throughout the Term of the Agreement.
2.5 New Applications. Google may make new applications, tools, features or functionality available from time to time through the Service, the use of which may be contingent upon Customer’s Agreement to additional terms.
2.6 Modifications.
To the Service. Subject to Section 7.2 (Deprecation), Google may make commercially reasonable Updates to the Service from time to time. If Google makes a material change to the Service, Google will inform Customer, provided that Customer has subscribed with Google to be informed about such change.
To the Agreement. Google may make changes to this Agreement, including pricing from time to time. Unless otherwise noted by Google, material changes to the Agreement will become effective ninety days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, please stop using the Service. Google will post any modification to this Agreement to the Terms URL.
3. Payment Terms.
3.1 Free Quota. The Service is provided to Customer without charge up to the Fee Threshold.
3.2 Online Billing. Google will issue an electronic bill to the Customer for all charges accrued above the Fee Threshold. Charges are solely based on Google's measurements of Customer’s use of the Service and may include monthly fees. For use above the Fee Threshold, Customer shall be responsible for all charges up to the amount set in the Account and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Customer shall pay all charges in accordance with the payment terms in the Service FAQ.
3.3 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 your Account for any late payments.
3.4 Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the 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 valid tax exemption certificate authorized by the appropriate taxing authority. 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 payments.
3.5 Invoice Disputes & Refunds. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed within sixty days after the charge (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 Service. Nothing in this Agreement obligates Google to extend credit to any party.
4. Customer Obligations.
4.1 Compliance. Customer is solely responsible for the Application (including Customer Content). Customer is responsible for making sure the Application or Customer Content complies with the Acceptable Use Policy. If Google suspects non-compliance, Google reserves the right to review the Application or Customer Content to ensure Customer’s compliance with the Acceptable Use Policy.
4.2 Privacy. Customer will protect the privacy and legal rights of its End Users under all applicable laws and regulations, which includes a legally adequate privacy notice communicated from Customer. Customer may have the ability to access, monitor, use, or disclose Customer Content submitted by End Users through the Service. Customer will obtain and maintain any required consents from End Users to allow Customer’s access, monitoring, use or disclosure of Customer Content. Further, Customer will notify its End Users that any information provided as part of the Application will be made available to Google as part of Google providing the Service.
4.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the Service or any component thereof (subject to Section 4.4 below); (b) use the Service for High Risk Activities; (c) sublicense, resell, or distribute the Service or any component thereof separate from any integrated Customer offering; (d) use the Service to create a substantially similar product or service; (e) create multiple Applications to simulate or act as a single Application or otherwise access the Service in a manner intended to avoid incurring fees; (f) use the Service to operate or enable any telecommunications service or in connection with any Application that allows End Users to place calls to or receive calls from any public switched telephone network; or (g) process or store any Customer Content that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Customer acknowledges that the Service is not HIPAA compliant and Customer is solely responsible for any applicable compliance with HIPAA.
4.4 Open Source Components. Open source software licenses for components of the Service released under an open source license constitute separate written Agreements. Open source software is listed in the Documentation. To the limited extent the open source software licenses expressly supersede this Agreement, the open source license instead governs Customer’s Agreement with Google for the specific included open source components of the Service, or use of the Service (as may be applicable).
4.5 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) if the information is solely held by Google and reasonably accessible by Google, provide Customer with the information required for Customer to respond to the Third Party Request.
4.6 Documentation. Google will provide Documentation for Customer’s use of the Service. The Documentation may specify restrictions in how Applications may be built and Customer agrees to any such restrictions specified.
5. Suspension and Removals.
5.1 Suspension/Removals. If Customer becomes aware that any Application, Customer Content, or an End User’s use of an Application violates the Acceptable Use Policy, Customer will immediately suspend the Application, remove the applicable Customer Content, or suspend access to an End User (as may be applicable). If Customer fails to suspend or remove as noted in the prior sentence, Google may specifically request that Customer do so. If Customer fails to comply with Google’s request to do so within twenty-four hours, then Google may suspend Google accounts of the applicable End Users, or disable the Application (as applicable) until such violation is corrected.
5.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then Google may automatically suspend the offending End User account, or the Application. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue. If Google suspends an End User or the Application, for any reason, without prior notice to Customer, at Customer’s request, Google will provide Customer the reason for the suspension as soon as is reasonably possible.
6. Intellectual Property Rights; Brand Features.
6.1 Intellectual Property Rights. 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. As between the parties, Customer owns all Intellectual Property Rights in any Application and Customer Content, and Google owns all Intellectual Property Rights in the Service.
6.2 Brand Features Limitation. If Customer wants to display Google Brand Features in connection with its use of the Service, Customer must obtain written permission from Google through process specified in the Trademark Guidelines. For the sole purpose of providing the Service, Customer permits Google to display any Brand Features that may appear in its Application. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
7. Technical Support Service
7.1 By Customer. Customer is responsible for technical support of its Application.
7.2 Deprecation.
Deprecation with a Deprecation Period. If Google in its discretion chooses to cease providing the current Version of the Service whether through discontinuation of the Service or by upgrading the Service to a newer Version, the current Version of the Service will be deprecated and become the Deprecated Version of the Service. Google will issue an announcement if the current Version of the Service will be deprecated. For a period of 3 years after an announcement (the “Deprecation Period”), Google will use commercially reasonable efforts to continue to operate the Deprecated Version of the Service and to respond to problems with the Deprecated Version of the Service deemed by Google in its discretion to be critical. During the Deprecation Period, Google is not required to add any new features to the Deprecated Version of the Service; provided that if Google does so, such additional features do not extend the Deprecation Period for the Deprecated Version.
Deprecation without a Deprecation Period. Google reserves the right in its discretion to cease providing all or any part of the Deprecated Version of the Service immediately without any notice if:
Customer has breached any provision of this Agreement (or has acted in manner that clearly shows that Customer does not intend to, or is unable to comply with the provisions of this Agreement); or
Google is required to do so by law (for example, due to a change to the law governing the provision of the Deprecated Version of the Service); or
the Deprecated Version of the Service relies on data or services provided by a third party partner and the relationship with such partner (i) has expired or been terminated or (ii) requires Google to change the way Google provides the data or services through the Deprecated Version of the Service; or
providing the Deprecated Version of the Service could create a substantial economic burden as determined by Google in its reasonable good faith judgment; or
providing the Deprecated Version of the Service could create a security risk or material technical burden as determined by Google in its reasonable good faith judgment.
Experimental or Labs. At any time prior to discontinuing the current version of the Service or upgrading to a new version of the Service, Google may, in its discretion as part of its continuing innovation to provide the best possible experience for its users, label certain features or functionality of the Service as "experimental." This Section 7.2 does not apply to any features or functionality labeled as "experimental" or any version of the Service labeled as “labs.”
8. Confidential Information.
8.1 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.
8.2 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.
8.3 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.
9. Term and Termination.
9.1 Agreement Term. The license granted in this Agreement will remain in effect, unless terminated earlier as set forth in this Agreement.
9.2 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.
9.3 Termination for Inactivity. Google reserves the right to terminate the Service, if, for a period exceeding 90 days, Customer (a) has failed to access the Admin Console, (b) an Application has not served any requests, and (c) no invoices are being generated.
9.4 Effect of Termination. If the Agreement expires or is terminated, then: (i) the rights granted by one party to the other will cease at the end of the then-current month; (ii) all Fees (including Taxes) owed by Customer to Google will be charged at the end of the then-current month; (iii) Google will provide Customer access to, and the ability to export, the Application and any Customer Content for at least 15 days; (iv) Customer will delete the Software and any Application (including any Customer Content); (v) following a commercially reasonable period of time, Google will delete the Account and (vi) upon request, each party will use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
10. Publicity.
Neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, (a) Customer is permitted to state publicly that it is a customer of the Service, consistent with the Trademark Guidelines, and (b) Customer consents to Google’s use of Customer’s name in a general customer list, but only if Customer is not the only Customer appearing on the list. For clarification, neither party needs to seek approval from the other if the party is repeating a public statement that is substantially similar to a public statement that has been previously approved.
11. Representations.
Each party represents that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable. Google warrants it will provide the Service in accordance with the applicable SLA.
12. Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION AND CUSTOMER CONTENT. GOOGLE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICE ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
13. Limitation of Liability.
13.1 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.
13.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS Agreement FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
13.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.
14. Indemnification.
14.1 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: (i) regarding any Application or Customer Content; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or Trademark of a third party; or (iii) regarding Customer’s, or its End Users’, use of the Service in violation of the Acceptable Use Policy.
14.2 By Google. Google will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Google’s technology used to provide the Service (excluding any open source software) or any Google Brand Feature infringes or misappropriates any patent, copyright, trade secret or Trademark of such third party. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section arising from: (i) use of any Service or Google Brand Features in a modified form or in combination with materials not furnished by Google, and (ii) any Customer Content.
14.3 Possible Infringement.
Repair, Replace, or Modify. If Google reasonably believes the Service infringes a third party’s Intellectual Property Rights, then Google will: (a) obtain the right for Customer, at Google’s expense, to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it no longer infringes.
Suspension or Termination. If Google does not believe the foregoing options are commercially reasonable, then Google may suspend or terminate Customer’s use of the impacted Service.
14.4 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; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS Agreement FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
15. Government Purposes.
The Service was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto. If the user of the Service is an agency, department, Employee, or other entity of the United States Government, under FAR 12.212 and DFARS 227.7202, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, including technical data or manuals, is governed by the terms and conditions contained in this Agreement, which is Google’s standard commercial license Agreement.
16. Miscellaneous.
16.1 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.
16.2 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.
16.3 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 thirty 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 the written notice in subsection (a).
16.4 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.
16.5 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
16.6 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
16.7 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
16.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
16.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
16.10 Governing Law.
For City, County, and State Government Entities. If Customer is a city, county or state government entity, then the parties agree to remain silent regarding governing law and venue.
For Federal Government Entities. If Customer is a federal government entity then the following applies: This Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law: (i) the laws of the State of California (excluding California’s choice of law rules) will apply in the absence of applicable federal law; and (ii) FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS Agreement, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
For All Other Entities. If Customer is any entity not set forth in Section 16.10(a) or (b) then the following applies: This Agreement is governed by California law, excluding that state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS Agreement, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
16.11 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
16.12 Survival. The following Sections will survive expiration or termination of this Agreement: 6.1 (Intellectual Property Rights), 8 (Confidential Information), 9.4 (Effect of Termination), 13 (Limitation of Liability), 14 (indemnification) and 16 (Miscellaneous).
16.13 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.
16.14 Interpretation of Conflicting Terms. If there is a conflict between this Agreement and the terms at a URL, this Agreement will control.
16.15 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
16.16 Definitions.
“Acceptable Use Policy” means the acceptable use policy for the Service available at the following URL: https://developers.google.com/appengine/program_policies or such other URL as Google may provide.
“Account” means Customer’s Google account (either gmail.com address or an Email address provided under the
“Google Apps” product line); subject to those terms of service, as may be applicable.
“Admin Console” means the online tool provided by Google to Customer for administering the Service.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Application(s)” means any web application Customer creates using the Service, including any source code written by Customer to be used with the Service.
“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. Customer Content 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 Content” means content provided, generated, transmitted or displayed via the Service by Customer, as well as any content provided by End Users through use of an Application.
“Documentation” means the Google documentation in the form generally made available by Google to its customers for use with the Service, as may be found here: https://developers.google.com/appengine/docs/ or such other URL as Google may provide.
“Emergency Security Issue” means either: (a) Customer’s or its End User’s use of the Service in violation of the Acceptable Use Policy, which could disrupt: (i) the Service; (ii) other Customers’ or its End Users’ use of the Service; or (iii) the Google network or servers used to provide the Service; or (b) unauthorized third party access to the Service.
“End Users” means the individuals Customer permits to use the Application.
"Export Control Laws” means all applicable export and re-export 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.
“Fee Threshold” means the threshold, which is more fully described here: https://developers.google.com/appengine/docs/quotas or such other URL as Google may provide.
“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 Service could lead to death, personal injury, or environmental damage.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and its implementing regulations, 45 CFR Parts 160 and 164.
“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.
“Privacy Policy” means Google’s privacy policy located at: http://www.google.com/privacypolicy.html or such other URL as Google may provide.
“Protected Health Information” means the definition on 45 CFR 160.103, limited to the information created or received by a business associate from on or behalf of a covered entity.
“Service” means the Google App Engine Service as more fully described here: https://developers.google.com/appengine/ or such other URL as Google may provide. The APIs provided under the Service are listed here: https://developers.google.com/appengine/appengine_services or such other URL as Google may provide.
“Service FAQ” means those FAQs more fully described here: https://developers.google.com/appengine/kb/ or such other URL as Google may provide.
“Service Level Agreement” or “SLA” means the service level agreement then in effect for the Service available at the following URL: https://developers.google.com/appengine/sla or such other URL as Google may provide.
“Software” means any downloadable tools, software development kits or other such proprietary computer software provided by Google in connection with the Service, which may be downloaded by Customer, and any updates Google may make to such Software from time to time.
“Taxes” means any duties, customs fees, or taxes (other than Google’s income tax) associated with the purchase of the Service, including any related penalties or interest.
“Terms URL” means the following URL: https://developers.google.com/appengine/terms or such other URL as Google may provide.
“Third Party Request” means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.
“TSS” means the technical support service provided by Google to the administrators pursuant to the TSS Guidelines.
“TSS Guidelines” means Google’s technical support service guidelines then in effect for the Service. TSS Guidelines are at the following URL: http://support.google.com/enterprise/doc/terms/tssg_cloud.html or such other URL as Google may provide.
“Trademark Guidelines” means Google’s Guidelines for Third Party Use of Google Brand Features, located at the following URL: http://www.google.com/permissions/guidelines.html or such other URL as Google may provide.
“Updates” means the periodic software updates provided by Google to Customer from time to time. Updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.
“Version” means any major update to the Service (i.e. version 1.4 to version 2.0, but not version 1.4 to 1.5).
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