Terms of service
Valid from: [24.06.2022]
If you signed an offline variant of this Agreement for use of the Google Workspace services under the same Google Workspace Account, the terms below do not apply to you and your offline terms govern your use of the Google Workspace Services.
These Google Workspace Terms of Service constitute a legally binding agreement ("Agreement") between you ("You", "User" or “Customer”) and OÜ Partnerway, legal entity duly registered and organized under the legislation of Estonia, registration number 16379208, registered office in Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 3//5//7, 10145 (“Partnerway”, or “We”), in relation to the provision of Services of granting by the Partnerway to the Customer an access to and possibility to use Software Products.
This Agreement is effective when Customer clicks to accept it (the "Effective Date") and provides all necessary information for implementation of this Agreement by filling in and submitting the Registration form. If you are accepting on behalf of Customer, you represent and warrant that (i) 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.
1. Definitions.
1.1. Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party
1.2. An Account means a record in Software Products that stores data and allows to identify the Customer and the end user.
1.3. Confidential Information means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
1.4. Control means control of greater than 50 percent of the voting rights or equity interests of a party.
1.5. Customer Data means data submitted, stored, sent or received via the SP/Online Services by Customer or its end users.
1.6. End users means the individuals who are permitted by Customer to use the SP/Online Services and managed by Partnerway. For clarity, end users may include employees of Customer Affiliates and other third parties.
1.7. Google means Google Cloud EMEA Limited, company, registered under the legislation of Ireland, place of business: Sir John Rogerson's Quay, Dublin 2, Ireland, which is the owner of Software Products, and has exclusive rights protected by law to produce and distribute copies of the Software Products in any way convenient to it, including but not limited to, through the Internet and through the provision of Online services, and which has the right to make changes, additions to Software Products.
1.8. Identifiers mean a sequence of symbols and numbers in electronic form, which are generated for each user, and which provide access to Software Products and the ability to use it and Online Services efficiently.
1.9. High Risk Activities means activities where the use or failure of the SP and/or Online Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
1.10. Legal Process means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
1.11. Online services mean the services provided through Software Products, access to which is provided electronically via the Internet or electronic network, and the nature of services provides for the automation of their provision and minimal human intervention, and the impossibility of providing them in the absence of information technology, including software and software modification or update.
1.12. Pricing plan means the form of the commercial offer of the Partnerway determined by the terms of this Agreement, pricing information of Google defined at https://workspace.google.com/intl/en/pricing.html, and which shall be chosen by the Customer in the Registration Form. The order of settlements depends on the Pricing plan, chosen by the Customer.
1.13. Privacy Policy means Partnerway`s Privacy Policy, which contains information on the processing of Customer`s personal data, including Customers` rights as a data subject.
1.14. Registration Form means a list of fields on the landing page of the Partnerway that You shall fill in and submit to the Partnerway in order for Partnerway to register Your Account and further to supply You Software products and Online services.
1.15. Reseller means OÜ Partnerway, legal entity registered and organized under the legislation of Estonia, duly authorized by Google unaffiliated third party that sells/distributes the Online services to customers.
1.16. Services Start Date, as it is used in the Agreement, means the date Google Inc. makes the Services available to Customer.
1.17. Software products (SP) means Google Workspace (formerly G Suite), which is the result of computer programming that can only be operated when connected to the Internet.
1.18. Terms of services mean Google Terms of Services regulating the use of Software Products and provision of Online Services, which shall be accepted by the Customer online on the Google's website available at https://admin.google.com/terms/workspace/1/4/en/premier_terms.html?authuser=1.
1.19. Term of Order means the period of time starting on the Services Start Date or the renewal date (as applicable) and continuing for the period indicated on the Registration Form unless terminated in accordance with this Agreement.
1.20. Tools mean computer programs and / or their components that are part of the Google Workspace online services, depending on the Pricing plans defined at https://workspace.google.com/intl/en/pricing.html. Terms and definitions are used in this Agreement within the meaning of this section. In the event of a discrepancy between the term defined in this section and the terms specified by Google Inc. for the purposes of this Agreement, the terms and definitions set forth in this Section shall apply.
2. Provision of the Services.
2.1. Services. The Partnerway will provide the Customer with SP and Online services (hereinafter - “Services”), and the Customer undertakes to accept the properly completed Services and pay for them under the terms specified in this Agreement and Pricing Plan, chosen by the Customer in the Registration Form.
2.2. Reseller status. The Partnerway guarantees that it has the appropriate rights to distribute SP and Online services of Google for its use by the Customer in its business activities, and that such actions will not in any way infringe any intellectual property rights of third parties if the Customer complies with the terms of this Agreement. The Partnerway guarantees that Google is aware and gives the Partnerway undisputed consent to supply SP and Online services to the Customer.
2.3. Independent contractors. The Partnerway, Google and the Customer are independent contractors regarding the supply of the SP and Online Services.
2.4. Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
2.5. Accounts; Verification to Use Services.
2.5.1. Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. Partnerway has no obligation to provide multiple accounts to the Customer.
2.5.2. Verification to Use Services. Customer must verify a Domain Email Address or a Domain Name to use the Services. If Customer does not have valid permission to use the Domain Email Address or does not own or control the Domain Name, then Partnerway will have no obligation to provide Customer with the Services.
2.6. Google's Terms of Services. The Customer acknowledges that he is acquainted with and agrees to comply with the Terms of Services available on the Website of Google through the link: https://workspace.google.com/terms/premier_terms.html.
2.7. Tools in Pricing Plans. The list of Tools included in the Pricing Plan of SP, their names, characteristics and functional content are determined by Google Inc. and may be modified by Google Inc. during the term of this Agreement without warning. The Tools included in the SP are identified at https://workspace.google.com/intl/en/pricing.html.
2.8. Modifications to the Agreement. As Partnerway`s Services and Google`s services evolve, Partnerway may amend this Agreement at any time in order to ensure the security and operability of our Services, implement updates, comply with legal and/or contractual obligations or ensure commercial viability of our services. Amendments will be effective at the beginning of Customer’s next Order Term, and upon posting of the amended Agreement or its supplemental terms at [www.partner-way.com/privacy-policy]. The continued use of the Software Products Supply Services after such posting constitutes the Customer's consent to be bound by the Agreement as amended. Partnerway will notify the Customer about amendments via contact information, provided by you in the Registration Form, or in any other reasonable way.
2.9. Registration Form. In order to receive Services, the Customer accepts this Agreement, fills in the Registration Form and submits it to the Partnerway. The Customer responsible for the accuracy of the data provided for in the Registration Form. The supply of the SP and Online Service is based on the information provided by the Customer in the Registration Form. By submitting the Registration Form and executing instructions of the Partnerway, the Customer makes a First SP Order (hereinafter – the First SP Order). The Customer can further change terms of First SP Order by editing information in the Admin Console or by exchange of emails with Partnerway (all subsequent amendments of First SP Order are named “Orders”).
2.10. Automatic extension of the Services. The First SP Order of the Customer is automatically extended for the relevant period (for one next month or year - depending on the Pricing plan selected by the Customer and indicated in the Registration Form) without the Customer submitting a new Order to the Partnerway, if:2.10.1. no letter was received from the Customer to the email address of the Partnerway on termination of the First SP Order;2.10.2. The Customer has no arrears on the invoices sent to the Customer by the Partnerway.
2.11. The technical support. According to the rules set by the Google, the Customer, by specifying his PIN-code, has the right to receive technical support for the supplied SP day and night, without weekends (in English), by phone 1-404-978-9282, or phone 0-800-502361 from Monday to Friday from 7 a.m. to 4 p.m., or by opening a request at: http://support.google.com/a/bin/request.py?contact_type=cuf&premium=1, or on weekdays (Monday to Friday, except holidays and weekends) from 9.00 to 18.00, at hello@partner-way.com., or by phone: +38 (095) 24 04 780.
2.12. Change of Pricing Plan. The Customer has the right to change the Pricing plan by notifying the Partnerway no later than 3 (three) working days before the end of the Term of Order. After agreeing on one Pricing Plan it cannot be changed to another before the end of the Term of Order. When switching to another Pricing Plan, the Customer undertakes to pay all invoices provided by the Partnerway for the period of use of the SP and pay the price of using the SP under the new Pricing plan on prepayment, unless otherwise agreed by the Parties.
2.13. Change of end users` number. The Customer can change the number of end users having access to SP and Online Services through the Customer's Account by including the information in the Admin Console.
2.14. Licence for SP use. Under the terms set forth in this Agreement the Partnerway supplies the SP in electronic form via the Internet (electronic communication channels) with the granting (supply) of a non-exclusive license containing a list of conditions for limited use of SP for its functional purpose, the license at the same time is a component of the supply of SP, reproduction of SP is limited by the number of copies required for such use, the number of such copies is indicated in the Google Inc. reseller console.
3. Payment terms.
3.1. Remuneration and its calculation. The Customer undertakes to provide the Partnerway with remuneration in accordance with the Pricing plan chosen by the Customer in the Registration Form. The amount of the remuneration consists of the price of access to SP and Online Services by one end user multiplied by the number of end users having access to the SP and Online Services through the Account of the Customer. The price of access to the SP and Online Services of one end user is set forth in the Pricing plan. The number of end users having access to the SP and Online Services through the Account of the Customer is indicated in Admin Console. The full price of remuneration of the Partnerway for the relevant period is indicated in the relevant bill/invoice sent to the Customer by the Partnerway. The calculation of the Partnerway`s remuneration for the supply of SP and Online Services starts from the date of activating access to the SP and Online Services (hereinafter - Services Start Date) until the date of expiration of the rights to use the SP and Online Services in accordance with the terms of Pricing plan chosen by the Customer, terms of this Agreement and other documents applicable.
3.2. Usage measurement and billing options. Google’s measurement tools will be used to determine the Customer’s usage of the Services and any such determination for the purpose of calculating Remuneration is final. Customer may elect one of the billing options below or any other option offered by Partnerway when the Customer places its First SP Order and, further, other Order (s) for the Services.3.2.1. Flexible plan. If the Customer selects this option, the Customer will not be committed to purchase the Services for a pre-defined term, but will pay Remuneration based on its daily usage of the Services, billed monthly in arrears. Any partial day of Services usage will be rounded up to a full day of Services usage for the purposes of calculating Remuneration.3.2.2. Annual/Fixed-Term Plan. If the Customer selects this option, the Customer will be committed to purchasing the Services for one or more annual terms (as selected by the Customer). Partnerway will bill the Customer according to the terms associated with the Customer’s elections in the First SP Order or in Order.Partnerway may change its offering of billing options (including by limiting or ceasing to offer any billing option) upon 30 days’ notice to the Customer and any such change will take effect at the beginning of the Customer’s next Term of Order. Billing options may not be available to all the Customers.
3.3. Payment. The Customer can choose the payment method in the First SP Order or subsequent Order(s) as defined below:3.3.1. Credit card or debit card. If the Customer is paying with a credit card, debit card or other non-invoice form of payment, payments are due at the end of the month during which the Customer received the Services in case Customer chooses the monthly Pricing plan, OR at the beginning of the year during which the Customer will receive the Services in case Customer chooses the yearly Pricing Plan. For credit cards or debit cards, as applicable: (i) Partnerway will issue an electronic bill for applicable Remuneration when due.3.3.2. Invoices.The Partnerway sends the Customer an invoice to the Customer's email, indicated in the Registration Form.The Customer pays for the Services via cashless transfer to the settlement account of the Partnerway indicated in the relevant invoice. Payments made via wire transfer must include the bank information provided by Partnerway.
3.4. Settlement period. The Customer pays the price for the use of the SP and Online Services on a monthly or yearly basis – depending on the Pricing plan chosen by the Customer, and which is indicated in the Admin console.
3.5. Term of payment. The Customer undertakes to pay for the bill/invoice received from the Partnerway during 10 (ten) calendar days from the date of receival of the relevant bill/invoice. After this term the Remuneration is considered overdue.
3.6. Price of the Agreement. The total cost of the supply of the SP and Online Services under this Agreement consists of the sum of the cost of Online services provided by the Partnerway and accepted by the Customer during the term of the Agreement, indicated in the invoices sent by the Partnerway and paid by the Customer under this Agreement.
3.7. Currency of the Agreement. The Customer can choose the currency of the Agreement (Euro or US dollars) and indicate it in the Registration Form, Order.
3.8. Remuneration Revisions. As Google may change the prices of Online Services at any time, and as the Remuneration under this Agreement depends on the prices of Google, the Customer acknowledges that Partnerway may change the amount of Remuneration after the change of Google Online Services` price. Partnerway will notify Customer at least 15 days in advance of any changes. Customer's pricing will change at the beginning of Customer’s next term of the Order.
3.9. Payment disputes. Any payment disputes must be submitted before the payment due date.
3.10. Taxes.
3.10.1. Customer is responsible for any Taxes, and will pay Partnerway for the Services without any reduction for Taxes. If Partnerway is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Partnerway, unless Customer provides Partnerway with a timely and valid tax exemption certificate in respect of those Taxes.
3.10.2. Customer will provide Partnerway with any applicable tax identification information that Partnerway may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Partnerway for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
4. Customer Obligations.
4.1. The Customer is obliged to provide the Partnerway with the information necessary for the supply of the SP and Online Services.
4.2. The Customer undertakes to pay for the Services provided under this Agreement in full and timely manner, within the terms stipulated by this Agreement.
4.3. For due supply and correct operation of the SP, the Customer undertakes to provide the Partnerway with a transfer token, instructions for which can be found at: https://support.google.com/a/answer/7643790?hl=en.
4.4. Customer will (a) ensure that Customer and its end users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Online Services, and (c) promptly notify Partnerway if Customer becomes aware of any unauthorized use of, or access to, the Online Services, Account, or Customer's password.
4.5. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Online Services, and (b) Partnerway`s accessing, storing, and processing of data provided by Customer under the Agreement.
4.6. Customer will not, and will not allow end users to (a) copy, modify, or create a derivative work of the SP and/or Online Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the SP and/or Online Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the SP and/or Online Services; or (d) access or use the SP and/or Online Services (i) for High Risk Activities; (ii) in violation of the acceptable use policy of the Google available at: https://workspace.google.com/intl/en/terms/use_policy.html; (iii) in a manner intended to avoid incurring Remunerations (including creating multiple Customer Accounts to simulate or act as a single Customer Account or to circumvent Online Service-specific usage limits or quotas); (iv) to engage in cryptocurrency mining without Google's prior written approval; (v) to place or receive emergency service calls, unless stated otherwise in the Google`s policies; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations, except as permitted by an executed HIPAA BAA.
4.7. Customer may purchase additional end user Accounts during the Term of Order by email sent to the Partnerway or by ordering via the Admin Console. Such additional end user Accounts will have a pro-rated term ending on the last day of the applicable Term of Order.
5. Suspension.
5.1. The access to the SP and Online services may be suspended for all or part of Customer's use of the Online Services by the Partnerway in case of undue payment of Services under this Agreement in violation of subsection 3.4. of the Agreement - at the following day after the expiration of term, indicated in subsection 3.4. of the Agreement, and until the violation is corrected.
5.2. By accepting this Agreement the Customer acknowledges the grounds for Google`s suspension of the Customer`s access to SP/Online Services, which are set forth in the Terms of Services.
6. Liability of Parties.
6.1. The Parties shall be liable for violation of the terms of this Agreement in accordance with laws applicable at the state of domicile of the Partnerway.
6.2. For late payment/improper payment for the Services provided by the Partnerway under this Agreement, the Customer pays in favour of the Partnerway an interest at the rate of 1,5 % (or the highest rate permitted by law, if less) of the price of Services provided by the Partnerway during the relevant calendar month for each day of delay in fulfilment of the obligation from the payment due date until paid in full. The Customer will be responsible for all reasonable expenses (including lawyers' fees) incurred by Partnerway in collecting such delinquent amounts. Further, if the Customer’s payment for the Services is overdue, Partnerway may Suspend the Services.
6.3. Payment of interest fines, compensation for damages in case of improper performance of obligations under this Agreement shall not release the debtor from proper performance of its obligations under this Agreement.
6.4. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Remuneration Customer paid for the Services of Partnerway during the 12 month period before the event giving rise to Liability.
6.5. To the extent permitted by applicable law and subject to subsection
6.6 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill. 6.6. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for:
6.6.1. its fraud or fraudulent misrepresentation;
6.6.2. its infringement of the other party's Intellectual Property Rights;
6.6.3. its payment obligations under the Agreement; or
6.6.4. matters for which liability cannot be excluded or limited under applicable law.
6.7. The Partnerway is not responsible for the data uploaded by the Customer to the SP.
6.8. All disputes arising out of or in connection with this Agreement shall be settled by negotiation between the Parties.
6.9. If the relevant dispute cannot be resolved through negotiations, it should be settled by the courts of appropriate jurisdiction at the state of domicile of the Partnerway.
6.10. The Customer will defend Partnerway and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Data or Customer Brand Features or (b) Customer's or an End User's use of the Services in breach of subsection 4.6 (Restrictions).
7. Confidentiality and Customer data. Intellectual Property Rights
7.1. The recipient will only use the disclosing party's Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
7.2. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
7.3. The Customer acknowledges that he/she trusts Google the Customer data for the purpose of processing. In case of submitting personal data it will be processed only for the purpose of implementing this Agreement to the extent specified therein, on the principles arising from the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. The principles of personal data processing in the SP and Online Services are determined by the Privacy Policy of Google: https://policies.google.com/privacy?hl=ru.
7.4. Pursuant to the legislation on personal data protection, in particular the General Data Protection Regulation (GDPR), the Partnerway and the Customer undertake to request, process, store and disseminate only those personal data of the Parties and only in therefore the scope and limits necessary for the purposes of implementation of this Agreement.
7.5. The Parties undertake to provide technical protection of data received from the other Party from unauthorized leakage, loss, or theft. The Parties undertake to notify upon request of the person whose personal data are in the possession of such Party, the data of such a person at the possession of the Parties, the purposes and manner of the processing of such data and the place of its storage. In case of such need, the necessary request is sent to the email of the Partnerway hello@partner-way.com.
7.6. The Parties undertake to provide the requested information as a response to the request of the person whose personal data is in the possession of such Party, as well as at the request of the other Party, and in case of request to delete such data - the Parties undertakes to delete it (except those that are necessary for accounting, personnel and statistical accounting and are subject to storage in accordance with the law) with sending a subsequent notice about such delete.
7.7. The Parties undertake to inform each other in cases of discrediting / leakage / loss of data received from the other Party.
7.8. The Parties may not transfer their rights and obligations under this Agreement to third parties without the written consent of the other Party.
7.9. Intellectual Property Rights. Except as expressly stated in this Agreement, 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.
8. Term and Termination.
8.1. The term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated or not renewed as stated in this Section 8 (Term and Termination). The Agreement is valid until the Parties fully fulfil their obligations under this Agreement.
8.2. Renewal.
8.2.1. With a Flexible Plan. Terms of Order for the Flexible Plan are monthly. At the end of each month, the Term of Order will automatically renew for another month, unless cancelled by Customer via the Admin Console.
8.2.2. With an Annual/Fixed-Term Plan. At the end of each Term of Order for an Annual/Fixed-Term Plan, the Term of Order will automatically renew for another year/other fixed term chosen by the Customer, unless the Customer sends Partnerway a written notice on termination of Services/change of term/Plan 30 days prior to the end of the initial Term of Order.
8.2.3. Generally. Customer may use the Admin Console to adjust the number of end users to be renewed. Customer will continue to pay Partnerway the then-current Remuneration for each renewed end user unless Customer and Partnerway mutually agree otherwise. If either party does not want the Services to renew, then it must notify the other party to this effect at least 15 days before the end of the then-current Term of Order, and this notice of non-renewal will take effect at the end of the then-current Term of Order.
8.3. To the extent permitted by applicable law, Partnerway may terminate this Agreement immediately on written notice if (a) the Customer is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
8.4. Customer may stop using the Services at any time. Subject to Customer fulfilling all its financial commitments or otherwise under this Agreement (including payment of all amounts of Remuneration for the Term of Order), Customer may also terminate this Agreement for its convenience at any time on 30-days prior written notice.
8.5. Partnerway may terminate this Agreement immediately on written notice if Partnerway reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Partnerway to violate any applicable law (s).
8.6. If the Agreement is terminated or not renewed, then (a) all rights and access to the Services will cease (including access to Customer Data), unless otherwise described in this Agreement, and (b) all amount of Remuneration owed by Customer to Partnerway are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.
8.7. Unless expressly stated otherwise in this Agreement, termination or non renewal under any section of this Agreement will not oblige Partnerway to refund any Remuneration.
8.8. The termination of this Agreement does not release the Parties from liability for violations that occurred during the validity of the Agreement.
9. Representations and Warranties.
9.1. Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
9.2. Except as expressly provided for in the Agreement, Partnerway does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about content or information accessible through the Services.
10. Miscellaneous.
10.1. Entire Agreement. This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
10.2. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
10.3. Governing law. This Agreement will be governed by and construed in accordance with the laws applicable at the state of domicile of the Partnerway without regard to conflict of laws principles.
10.4. Notices. Notices and any other communication in connection with this Agreement or Services should be sent by email to hello@partner-way.com. Notice will be treated as received when the email is sent.
10.5. Customer`s email. The Customer is responsible for the correctness of the details specified by the Customer in the Registration Form, and undertakes to notify the Partnerway in writing within 5 (five) business days from the date of the relevant changes.
10.6. Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
10.7. Change of Control. If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.
10.8. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
10.9. Language. The Customer accepts and agrees to the conclusion of this Agreement in English language and to any notices, information or communications given in connection with this Agreement being in English.
If you signed an offline variant of this Agreement for use of the Google Workspace services under the same Google Workspace Account, the terms below do not apply to you and your offline terms govern your use of the Google Workspace Services.
These Google Workspace Terms of Service constitute a legally binding agreement ("Agreement") between you ("You", "User" or “Customer”) and OÜ Partnerway, legal entity duly registered and organized under the legislation of Estonia, registration number 16379208, registered office in Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 3//5//7, 10145 (“Partnerway”, or “We”), in relation to the provision of Services of granting by the Partnerway to the Customer an access to and possibility to use Software Products.
This Agreement is effective when Customer clicks to accept it (the "Effective Date") and provides all necessary information for implementation of this Agreement by filling in and submitting the Registration form. If you are accepting on behalf of Customer, you represent and warrant that (i) 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.
1. Definitions.
1.1. Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party
1.2. An Account means a record in Software Products that stores data and allows to identify the Customer and the end user.
1.3. Confidential Information means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
1.4. Control means control of greater than 50 percent of the voting rights or equity interests of a party.
1.5. Customer Data means data submitted, stored, sent or received via the SP/Online Services by Customer or its end users.
1.6. End users means the individuals who are permitted by Customer to use the SP/Online Services and managed by Partnerway. For clarity, end users may include employees of Customer Affiliates and other third parties.
1.7. Google means Google Cloud EMEA Limited, company, registered under the legislation of Ireland, place of business: Sir John Rogerson's Quay, Dublin 2, Ireland, which is the owner of Software Products, and has exclusive rights protected by law to produce and distribute copies of the Software Products in any way convenient to it, including but not limited to, through the Internet and through the provision of Online services, and which has the right to make changes, additions to Software Products.
1.8. Identifiers mean a sequence of symbols and numbers in electronic form, which are generated for each user, and which provide access to Software Products and the ability to use it and Online Services efficiently.
1.9. High Risk Activities means activities where the use or failure of the SP and/or Online Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
1.10. Legal Process means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
1.11. Online services mean the services provided through Software Products, access to which is provided electronically via the Internet or electronic network, and the nature of services provides for the automation of their provision and minimal human intervention, and the impossibility of providing them in the absence of information technology, including software and software modification or update.
1.12. Pricing plan means the form of the commercial offer of the Partnerway determined by the terms of this Agreement, pricing information of Google defined at https://workspace.google.com/intl/en/pricing.html, and which shall be chosen by the Customer in the Registration Form. The order of settlements depends on the Pricing plan, chosen by the Customer.
1.13. Privacy Policy means Partnerway`s Privacy Policy, which contains information on the processing of Customer`s personal data, including Customers` rights as a data subject.
1.14. Registration Form means a list of fields on the landing page of the Partnerway that You shall fill in and submit to the Partnerway in order for Partnerway to register Your Account and further to supply You Software products and Online services.
1.15. Reseller means OÜ Partnerway, legal entity registered and organized under the legislation of Estonia, duly authorized by Google unaffiliated third party that sells/distributes the Online services to customers.
1.16. Services Start Date, as it is used in the Agreement, means the date Google Inc. makes the Services available to Customer.
1.17. Software products (SP) means Google Workspace (formerly G Suite), which is the result of computer programming that can only be operated when connected to the Internet.
1.18. Terms of services mean Google Terms of Services regulating the use of Software Products and provision of Online Services, which shall be accepted by the Customer online on the Google's website available at https://admin.google.com/terms/workspace/1/4/en/premier_terms.html?authuser=1.
1.19. Term of Order means the period of time starting on the Services Start Date or the renewal date (as applicable) and continuing for the period indicated on the Registration Form unless terminated in accordance with this Agreement.
1.20. Tools mean computer programs and / or their components that are part of the Google Workspace online services, depending on the Pricing plans defined at https://workspace.google.com/intl/en/pricing.html. Terms and definitions are used in this Agreement within the meaning of this section. In the event of a discrepancy between the term defined in this section and the terms specified by Google Inc. for the purposes of this Agreement, the terms and definitions set forth in this Section shall apply.
2. Provision of the Services.
2.1. Services. The Partnerway will provide the Customer with SP and Online services (hereinafter - “Services”), and the Customer undertakes to accept the properly completed Services and pay for them under the terms specified in this Agreement and Pricing Plan, chosen by the Customer in the Registration Form.
2.2. Reseller status. The Partnerway guarantees that it has the appropriate rights to distribute SP and Online services of Google for its use by the Customer in its business activities, and that such actions will not in any way infringe any intellectual property rights of third parties if the Customer complies with the terms of this Agreement. The Partnerway guarantees that Google is aware and gives the Partnerway undisputed consent to supply SP and Online services to the Customer.
2.3. Independent contractors. The Partnerway, Google and the Customer are independent contractors regarding the supply of the SP and Online Services.
2.4. Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
2.5. Accounts; Verification to Use Services.
2.5.1. Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. Partnerway has no obligation to provide multiple accounts to the Customer.
2.5.2. Verification to Use Services. Customer must verify a Domain Email Address or a Domain Name to use the Services. If Customer does not have valid permission to use the Domain Email Address or does not own or control the Domain Name, then Partnerway will have no obligation to provide Customer with the Services.
2.6. Google's Terms of Services. The Customer acknowledges that he is acquainted with and agrees to comply with the Terms of Services available on the Website of Google through the link: https://workspace.google.com/terms/premier_terms.html.
2.7. Tools in Pricing Plans. The list of Tools included in the Pricing Plan of SP, their names, characteristics and functional content are determined by Google Inc. and may be modified by Google Inc. during the term of this Agreement without warning. The Tools included in the SP are identified at https://workspace.google.com/intl/en/pricing.html.
2.8. Modifications to the Agreement. As Partnerway`s Services and Google`s services evolve, Partnerway may amend this Agreement at any time in order to ensure the security and operability of our Services, implement updates, comply with legal and/or contractual obligations or ensure commercial viability of our services. Amendments will be effective at the beginning of Customer’s next Order Term, and upon posting of the amended Agreement or its supplemental terms at [www.partner-way.com/privacy-policy]. The continued use of the Software Products Supply Services after such posting constitutes the Customer's consent to be bound by the Agreement as amended. Partnerway will notify the Customer about amendments via contact information, provided by you in the Registration Form, or in any other reasonable way.
2.9. Registration Form. In order to receive Services, the Customer accepts this Agreement, fills in the Registration Form and submits it to the Partnerway. The Customer responsible for the accuracy of the data provided for in the Registration Form. The supply of the SP and Online Service is based on the information provided by the Customer in the Registration Form. By submitting the Registration Form and executing instructions of the Partnerway, the Customer makes a First SP Order (hereinafter – the First SP Order). The Customer can further change terms of First SP Order by editing information in the Admin Console or by exchange of emails with Partnerway (all subsequent amendments of First SP Order are named “Orders”).
2.10. Automatic extension of the Services. The First SP Order of the Customer is automatically extended for the relevant period (for one next month or year - depending on the Pricing plan selected by the Customer and indicated in the Registration Form) without the Customer submitting a new Order to the Partnerway, if:2.10.1. no letter was received from the Customer to the email address of the Partnerway on termination of the First SP Order;2.10.2. The Customer has no arrears on the invoices sent to the Customer by the Partnerway.
2.11. The technical support. According to the rules set by the Google, the Customer, by specifying his PIN-code, has the right to receive technical support for the supplied SP day and night, without weekends (in English), by phone 1-404-978-9282, or phone 0-800-502361 from Monday to Friday from 7 a.m. to 4 p.m., or by opening a request at: http://support.google.com/a/bin/request.py?contact_type=cuf&premium=1, or on weekdays (Monday to Friday, except holidays and weekends) from 9.00 to 18.00, at hello@partner-way.com., or by phone: +38 (095) 24 04 780.
2.12. Change of Pricing Plan. The Customer has the right to change the Pricing plan by notifying the Partnerway no later than 3 (three) working days before the end of the Term of Order. After agreeing on one Pricing Plan it cannot be changed to another before the end of the Term of Order. When switching to another Pricing Plan, the Customer undertakes to pay all invoices provided by the Partnerway for the period of use of the SP and pay the price of using the SP under the new Pricing plan on prepayment, unless otherwise agreed by the Parties.
2.13. Change of end users` number. The Customer can change the number of end users having access to SP and Online Services through the Customer's Account by including the information in the Admin Console.
2.14. Licence for SP use. Under the terms set forth in this Agreement the Partnerway supplies the SP in electronic form via the Internet (electronic communication channels) with the granting (supply) of a non-exclusive license containing a list of conditions for limited use of SP for its functional purpose, the license at the same time is a component of the supply of SP, reproduction of SP is limited by the number of copies required for such use, the number of such copies is indicated in the Google Inc. reseller console.
3. Payment terms.
3.1. Remuneration and its calculation. The Customer undertakes to provide the Partnerway with remuneration in accordance with the Pricing plan chosen by the Customer in the Registration Form. The amount of the remuneration consists of the price of access to SP and Online Services by one end user multiplied by the number of end users having access to the SP and Online Services through the Account of the Customer. The price of access to the SP and Online Services of one end user is set forth in the Pricing plan. The number of end users having access to the SP and Online Services through the Account of the Customer is indicated in Admin Console. The full price of remuneration of the Partnerway for the relevant period is indicated in the relevant bill/invoice sent to the Customer by the Partnerway. The calculation of the Partnerway`s remuneration for the supply of SP and Online Services starts from the date of activating access to the SP and Online Services (hereinafter - Services Start Date) until the date of expiration of the rights to use the SP and Online Services in accordance with the terms of Pricing plan chosen by the Customer, terms of this Agreement and other documents applicable.
3.2. Usage measurement and billing options. Google’s measurement tools will be used to determine the Customer’s usage of the Services and any such determination for the purpose of calculating Remuneration is final. Customer may elect one of the billing options below or any other option offered by Partnerway when the Customer places its First SP Order and, further, other Order (s) for the Services.3.2.1. Flexible plan. If the Customer selects this option, the Customer will not be committed to purchase the Services for a pre-defined term, but will pay Remuneration based on its daily usage of the Services, billed monthly in arrears. Any partial day of Services usage will be rounded up to a full day of Services usage for the purposes of calculating Remuneration.3.2.2. Annual/Fixed-Term Plan. If the Customer selects this option, the Customer will be committed to purchasing the Services for one or more annual terms (as selected by the Customer). Partnerway will bill the Customer according to the terms associated with the Customer’s elections in the First SP Order or in Order.Partnerway may change its offering of billing options (including by limiting or ceasing to offer any billing option) upon 30 days’ notice to the Customer and any such change will take effect at the beginning of the Customer’s next Term of Order. Billing options may not be available to all the Customers.
3.3. Payment. The Customer can choose the payment method in the First SP Order or subsequent Order(s) as defined below:3.3.1. Credit card or debit card. If the Customer is paying with a credit card, debit card or other non-invoice form of payment, payments are due at the end of the month during which the Customer received the Services in case Customer chooses the monthly Pricing plan, OR at the beginning of the year during which the Customer will receive the Services in case Customer chooses the yearly Pricing Plan. For credit cards or debit cards, as applicable: (i) Partnerway will issue an electronic bill for applicable Remuneration when due.3.3.2. Invoices.The Partnerway sends the Customer an invoice to the Customer's email, indicated in the Registration Form.The Customer pays for the Services via cashless transfer to the settlement account of the Partnerway indicated in the relevant invoice. Payments made via wire transfer must include the bank information provided by Partnerway.
3.4. Settlement period. The Customer pays the price for the use of the SP and Online Services on a monthly or yearly basis – depending on the Pricing plan chosen by the Customer, and which is indicated in the Admin console.
3.5. Term of payment. The Customer undertakes to pay for the bill/invoice received from the Partnerway during 10 (ten) calendar days from the date of receival of the relevant bill/invoice. After this term the Remuneration is considered overdue.
3.6. Price of the Agreement. The total cost of the supply of the SP and Online Services under this Agreement consists of the sum of the cost of Online services provided by the Partnerway and accepted by the Customer during the term of the Agreement, indicated in the invoices sent by the Partnerway and paid by the Customer under this Agreement.
3.7. Currency of the Agreement. The Customer can choose the currency of the Agreement (Euro or US dollars) and indicate it in the Registration Form, Order.
3.8. Remuneration Revisions. As Google may change the prices of Online Services at any time, and as the Remuneration under this Agreement depends on the prices of Google, the Customer acknowledges that Partnerway may change the amount of Remuneration after the change of Google Online Services` price. Partnerway will notify Customer at least 15 days in advance of any changes. Customer's pricing will change at the beginning of Customer’s next term of the Order.
3.9. Payment disputes. Any payment disputes must be submitted before the payment due date.
3.10. Taxes.
3.10.1. Customer is responsible for any Taxes, and will pay Partnerway for the Services without any reduction for Taxes. If Partnerway is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Partnerway, unless Customer provides Partnerway with a timely and valid tax exemption certificate in respect of those Taxes.
3.10.2. Customer will provide Partnerway with any applicable tax identification information that Partnerway may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Partnerway for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
4. Customer Obligations.
4.1. The Customer is obliged to provide the Partnerway with the information necessary for the supply of the SP and Online Services.
4.2. The Customer undertakes to pay for the Services provided under this Agreement in full and timely manner, within the terms stipulated by this Agreement.
4.3. For due supply and correct operation of the SP, the Customer undertakes to provide the Partnerway with a transfer token, instructions for which can be found at: https://support.google.com/a/answer/7643790?hl=en.
4.4. Customer will (a) ensure that Customer and its end users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Online Services, and (c) promptly notify Partnerway if Customer becomes aware of any unauthorized use of, or access to, the Online Services, Account, or Customer's password.
4.5. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Online Services, and (b) Partnerway`s accessing, storing, and processing of data provided by Customer under the Agreement.
4.6. Customer will not, and will not allow end users to (a) copy, modify, or create a derivative work of the SP and/or Online Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the SP and/or Online Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the SP and/or Online Services; or (d) access or use the SP and/or Online Services (i) for High Risk Activities; (ii) in violation of the acceptable use policy of the Google available at: https://workspace.google.com/intl/en/terms/use_policy.html; (iii) in a manner intended to avoid incurring Remunerations (including creating multiple Customer Accounts to simulate or act as a single Customer Account or to circumvent Online Service-specific usage limits or quotas); (iv) to engage in cryptocurrency mining without Google's prior written approval; (v) to place or receive emergency service calls, unless stated otherwise in the Google`s policies; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations, except as permitted by an executed HIPAA BAA.
4.7. Customer may purchase additional end user Accounts during the Term of Order by email sent to the Partnerway or by ordering via the Admin Console. Such additional end user Accounts will have a pro-rated term ending on the last day of the applicable Term of Order.
5. Suspension.
5.1. The access to the SP and Online services may be suspended for all or part of Customer's use of the Online Services by the Partnerway in case of undue payment of Services under this Agreement in violation of subsection 3.4. of the Agreement - at the following day after the expiration of term, indicated in subsection 3.4. of the Agreement, and until the violation is corrected.
5.2. By accepting this Agreement the Customer acknowledges the grounds for Google`s suspension of the Customer`s access to SP/Online Services, which are set forth in the Terms of Services.
6. Liability of Parties.
6.1. The Parties shall be liable for violation of the terms of this Agreement in accordance with laws applicable at the state of domicile of the Partnerway.
6.2. For late payment/improper payment for the Services provided by the Partnerway under this Agreement, the Customer pays in favour of the Partnerway an interest at the rate of 1,5 % (or the highest rate permitted by law, if less) of the price of Services provided by the Partnerway during the relevant calendar month for each day of delay in fulfilment of the obligation from the payment due date until paid in full. The Customer will be responsible for all reasonable expenses (including lawyers' fees) incurred by Partnerway in collecting such delinquent amounts. Further, if the Customer’s payment for the Services is overdue, Partnerway may Suspend the Services.
6.3. Payment of interest fines, compensation for damages in case of improper performance of obligations under this Agreement shall not release the debtor from proper performance of its obligations under this Agreement.
6.4. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Remuneration Customer paid for the Services of Partnerway during the 12 month period before the event giving rise to Liability.
6.5. To the extent permitted by applicable law and subject to subsection
6.6 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill. 6.6. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for:
6.6.1. its fraud or fraudulent misrepresentation;
6.6.2. its infringement of the other party's Intellectual Property Rights;
6.6.3. its payment obligations under the Agreement; or
6.6.4. matters for which liability cannot be excluded or limited under applicable law.
6.7. The Partnerway is not responsible for the data uploaded by the Customer to the SP.
6.8. All disputes arising out of or in connection with this Agreement shall be settled by negotiation between the Parties.
6.9. If the relevant dispute cannot be resolved through negotiations, it should be settled by the courts of appropriate jurisdiction at the state of domicile of the Partnerway.
6.10. The Customer will defend Partnerway and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Data or Customer Brand Features or (b) Customer's or an End User's use of the Services in breach of subsection 4.6 (Restrictions).
7. Confidentiality and Customer data. Intellectual Property Rights
7.1. The recipient will only use the disclosing party's Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
7.2. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
7.3. The Customer acknowledges that he/she trusts Google the Customer data for the purpose of processing. In case of submitting personal data it will be processed only for the purpose of implementing this Agreement to the extent specified therein, on the principles arising from the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. The principles of personal data processing in the SP and Online Services are determined by the Privacy Policy of Google: https://policies.google.com/privacy?hl=ru.
7.4. Pursuant to the legislation on personal data protection, in particular the General Data Protection Regulation (GDPR), the Partnerway and the Customer undertake to request, process, store and disseminate only those personal data of the Parties and only in therefore the scope and limits necessary for the purposes of implementation of this Agreement.
7.5. The Parties undertake to provide technical protection of data received from the other Party from unauthorized leakage, loss, or theft. The Parties undertake to notify upon request of the person whose personal data are in the possession of such Party, the data of such a person at the possession of the Parties, the purposes and manner of the processing of such data and the place of its storage. In case of such need, the necessary request is sent to the email of the Partnerway hello@partner-way.com.
7.6. The Parties undertake to provide the requested information as a response to the request of the person whose personal data is in the possession of such Party, as well as at the request of the other Party, and in case of request to delete such data - the Parties undertakes to delete it (except those that are necessary for accounting, personnel and statistical accounting and are subject to storage in accordance with the law) with sending a subsequent notice about such delete.
7.7. The Parties undertake to inform each other in cases of discrediting / leakage / loss of data received from the other Party.
7.8. The Parties may not transfer their rights and obligations under this Agreement to third parties without the written consent of the other Party.
7.9. Intellectual Property Rights. Except as expressly stated in this Agreement, 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.
8. Term and Termination.
8.1. The term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated or not renewed as stated in this Section 8 (Term and Termination). The Agreement is valid until the Parties fully fulfil their obligations under this Agreement.
8.2. Renewal.
8.2.1. With a Flexible Plan. Terms of Order for the Flexible Plan are monthly. At the end of each month, the Term of Order will automatically renew for another month, unless cancelled by Customer via the Admin Console.
8.2.2. With an Annual/Fixed-Term Plan. At the end of each Term of Order for an Annual/Fixed-Term Plan, the Term of Order will automatically renew for another year/other fixed term chosen by the Customer, unless the Customer sends Partnerway a written notice on termination of Services/change of term/Plan 30 days prior to the end of the initial Term of Order.
8.2.3. Generally. Customer may use the Admin Console to adjust the number of end users to be renewed. Customer will continue to pay Partnerway the then-current Remuneration for each renewed end user unless Customer and Partnerway mutually agree otherwise. If either party does not want the Services to renew, then it must notify the other party to this effect at least 15 days before the end of the then-current Term of Order, and this notice of non-renewal will take effect at the end of the then-current Term of Order.
8.3. To the extent permitted by applicable law, Partnerway may terminate this Agreement immediately on written notice if (a) the Customer is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
8.4. Customer may stop using the Services at any time. Subject to Customer fulfilling all its financial commitments or otherwise under this Agreement (including payment of all amounts of Remuneration for the Term of Order), Customer may also terminate this Agreement for its convenience at any time on 30-days prior written notice.
8.5. Partnerway may terminate this Agreement immediately on written notice if Partnerway reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Partnerway to violate any applicable law (s).
8.6. If the Agreement is terminated or not renewed, then (a) all rights and access to the Services will cease (including access to Customer Data), unless otherwise described in this Agreement, and (b) all amount of Remuneration owed by Customer to Partnerway are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.
8.7. Unless expressly stated otherwise in this Agreement, termination or non renewal under any section of this Agreement will not oblige Partnerway to refund any Remuneration.
8.8. The termination of this Agreement does not release the Parties from liability for violations that occurred during the validity of the Agreement.
9. Representations and Warranties.
9.1. Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
9.2. Except as expressly provided for in the Agreement, Partnerway does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about content or information accessible through the Services.
10. Miscellaneous.
10.1. Entire Agreement. This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
10.2. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
10.3. Governing law. This Agreement will be governed by and construed in accordance with the laws applicable at the state of domicile of the Partnerway without regard to conflict of laws principles.
10.4. Notices. Notices and any other communication in connection with this Agreement or Services should be sent by email to hello@partner-way.com. Notice will be treated as received when the email is sent.
10.5. Customer`s email. The Customer is responsible for the correctness of the details specified by the Customer in the Registration Form, and undertakes to notify the Partnerway in writing within 5 (five) business days from the date of the relevant changes.
10.6. Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
10.7. Change of Control. If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.
10.8. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
10.9. Language. The Customer accepts and agrees to the conclusion of this Agreement in English language and to any notices, information or communications given in connection with this Agreement being in English.
Security
