Memeonics Ltd Customer Agreement




This Customer Agreement (the "Agreement") is entered into by and between Memeonics Ltd, a company incorporated under the laws of north Ireland, with offices at 20 Moore Street, Aughnacloy, Co Tyrone, BT69 6AY ("Memeonics") and the entity agreeing to the online terms herein ("Customer" or "You"). This Agreement will be effective as of the date You accept this Agreement by clicking the "I Accept" button upon first log in to your Google Apps account (the "Effective Date"). This Agreement governs Customer's access to and use of the Service (as defined below) and as amended from time to time by Google as detailed at

http://blog.memeonics.com/p/terms.html by all applicable Terms and Conditions therein.

1. Definitions.
1.1 "Administrator Account" means the account provided to Customer by Google for the purpose of administering the End User Accounts.
1.2 "Administrative Console" means the online tool Customer may use to access reporting and certain other administration functions. The Administrative Console will be located at a URL that will be provided by and may be updated by Google from time to time.
1.3 "Brand Features" shall mean 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.
1.4 "Confidential Information" means written or oral information that is considered by the party disclosing the information to be confidential and at the time of disclosure is clearly identified as confidential and/or proprietary relating to the business of either party which is received as a result of this Agreement or the discussions leading up to it including without limitation, the terms of this Agreement; technology, software, tools, specifications, architecture, structure, protocols or plans for the future; information concerning customers, suppliers, personnel or other business relationships; sales and marketing plans, financial information, pricing and any other information which either party reasonably considers to be confidential.
1.5 "Customer Content" means any editorial, text, graphic, audiovisual and other content that is served to End Users and that is not provided by Google.
1.6 "Customer Domain Name(s)" means the domain name(s) owned by Customer and specified by You during the online sign-up process.
1.7 "End Users" means Customer's employees, consultants, agents and contractors who are registered to use the Services.
1.8 "End User Account" means Google-hosted accounts provided to End Users through the Service for the purpose of enabling such End Users to use the Service.
1.9 "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, database rights law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
1.10 "Service" means the services currently referred to by Google as ‘Google Apps for Business Edition’ that is hosted by Google and provided to Customer under this Agreement.
1.11 "Service Level Agreement" or "SLA" means the Service Level Agreement located at the following URL: http://www.google.com/a/help/intl/en-GB/admins/sla.html (or such other URL as may be provided by Google).
1.12 "Service Pages"mean the web pages displaying the Service to End Users.
1.13 "Start Page" means the Google-hosted web page provided through the Start Page Service if Customer enables this service.
1.14 "Start Page Service" means the service that provides Customer with a Start Page that enables: (i) certain customisation by the Customer through the Administrative Console; and (ii) enables further customisation by each End User with an End User Account to create a personalised default home page.
1.15 "Start Page Terms of Service" means the terms of service located at the following URL: http://www.google.com/a/help/intl/en-GB/admins/startpage_terms.html (or such other URL as may be provided by Google) and which terms govern Customer’s use of the Start Page Service.


2. Services
Scope
2.1 Google will use commercially reasonable efforts to provide the Services to Customer during the term of this Agreement. Google’s provision of the Services to Customers is subject to the Service Level Agreement.
2.2. Subject to the terms and conditions of this Agreement, Customer may use the Service to: (a) provide End User Accounts to End Users; and (b) administer such End User Accounts through the Administrative Console.
2.3. Customer acknowledges that the Services are not a telephony service and that the Services are not capable of placing or receiving any calls, including emergency services calls, over publicly switched telephone networks.
2.4. The default setting for the Services is one which does not allow the serving of advertisements ("Ads") by Google in connection with the Services. Customer’s enabling the serving of Ads through the Administrative Console will constitute Customer’s authorisation for Google to serve Ads.
2.5. Customer agrees that in the event Google is authorised to serve Ads, any revenue generated by Google from the Ads or otherwise derived by Google from the Services will be retained by Google and will not be subject to any revenue sharing.Implementation
2.6. Unless otherwise agreed by Google in writing, Customer shall create and administer End User Accounts and otherwise use the Service in a manner that complies with the technical and implementation requirements provided by Google from time to time. Google will verify, prior to the commencement of the Service, that the Customer Domain Names are owned by Customer. If Customer does not own the Customer Domain Names as provided to Google, then Google will have no obligation to provide Customer with the Service.
2.7. Notwithstanding anything to the contrary, Google will have no obligation to process requests to create or administer End User Accounts that are not sent in compliance with the requirements of this Agreement.
2.8. Information collected by Google may be stored and processed in the United States or any other country in which Google or its agents maintain facilities provided that all such facilities shall adhere to security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. By using the Services, Customer consents to any such transfer, processing and storage of information.
2.9. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the "abuse" and "postmaster" aliases for Customer Domain Name(s); however, Customer acknowledges and agrees that Google may also monitor, respond to or otherwise process emails sent to such aliases for Customer Domain Name(s).


3. Customer Obligations
Administrative Policy; Privacy; Compliance with Law
3.1. Customer agrees to comply with the policy for the Services available at http://www.google.com/apps/intl/en-GB/terms/use_policy.html(or such other URL as Google may provide) (the "Admin Policy") which is incorporated herein by this reference and which may be updated by Google from time to time.
3.2. Customer agrees to protect the privacy of End Users through a policy which shall comply with all applicable laws and regulations and which shall be communicated to End Users.
3.3. Customer shall comply with all applicable laws, rules and regulations in connection with its use of or access to the Services.Customer Administration of the Services.
3.4. Customer may specify one or more administrators through the Administrative Console who shall have rights to access Customer’s Administrator Account(s) and to administer the End User Accounts.
3.5. Customer will receive a password and an Administrator Account to use in connection with administering the End User Accounts (and the Start Page if enabled by Customer). Customer shall maintain the confidentiality of the password and the Administrator Account, designating those employees who are authorised to access the Administrator Account, limiting the scope of such authorisation to performance of duties under the Agreement, and shall ensure that all activities that occur in connection with the Administrator Account comply with the Admin Policy and the terms of this Agreement. Customer shall immediately notify Google of any unauthorised use of, or access to, the Service, Customer's administrator privileges, password or Administrator Account, or of any other breach or attempted breach of which it becomes aware, including, without limitation, any security breach. Google shall not be liable for any loss or damage resulting from or in connection with Customer's failure to comply with the security obligations set out in this Section 3.4.
3.6. Google reserves the right: (i) upon commercially reasonable notice (which may be via email) to suspend administrative access to the Service in response to Customer’s material breach of any applicable terms of use or policy, (ii) to suspend the Service (or any component(s) of the Service as applicable) if, after using commercially reasonable efforts to discuss any such breach with Customer, the issue is not resolved; and (iii) to terminate the Service if Customer has not cured any such breach within thirty (30) days of the commencement of such suspension in accordance with Section 3.5(ii).
3.7. Customer acknowledges and agrees that under no circumstances will Google be liable in any way for any acts or omissions of Customer or any End User including any damages of any kind incurred as a result of such acts or omissions.Suspension and Termination of Accounts
3.8. As used in this Section 3, the term "suspend" shall mean that Customer will immediately disable the applicable End User Account as specified in the Administrative Console or as otherwise specified by Google. The duration of any suspension will be until Google is reasonably satisfied that no breach by the applicable End User has occurred or the applicable End User has cured the breach giving rise to such suspension. In the event that Customer becomes aware of any End User's breach of any applicable terms of use or policy, Customer shall immediately suspend or terminate such End User Account unless Google agrees otherwise in writing (including by email). At Google's request, Customer will promptly suspend or terminate any End User Account or administrator's access to the Service in response to a violation of any applicable terms of use or policy by an End User or administrator. Google reserves the right to suspend or terminate End User Accounts in response to a breach or suspected breach of any applicable terms of use or policy.Permissible Use
3.9. Customer shall use the Service only for purposes that are lawful, proper and in accordance with the Agreement and any applicable policies or guidelines. In addition to the Agreement, Customer's use of some specific Google services is governed by the policies or guidelines that are presented to Customer when Customer signs up for, or accesses, those services and which are specifically incorporated into this Agreement.
3.10. Customer agrees to comply with 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. A Customer in a country outside the United States or Customer, when providing End User Accounts to End Users located outside the United States, agrees to also comply with any local rules regarding online conduct and acceptable content, including but not limited to laws regulating the export and re-export of data to and from the United States or such other country.


4. Restrictions
4.1. Except as expressly permitted by Google, Customer shall not alter, delete or modify any attributions included within the Service.
4.2. Customer agrees that it will not engage in any activity that interferes with or disrupts the Service or servers or networks connected to the Service.
4.3. Except for modifications made to the Start Page Service permitted through use of the Administrative Console, Customer shall not alter the Service or any information transmitted through the Service to End Users (except, with respect to the latter, as otherwise may be necessary to comply with the terms of the Agreement and/or commercially reasonable internal policies of Customer).
4.4. Except as expressly permitted in this Agreement or as otherwise agreed by Google in writing, Customer shall not transmit, display or otherwise make available (or allow End Users or any other third party to transmit or make available) any content or documentation provided by Google to Customer in connection with the Services.
4.5. Customer will not, and will not allow third parties to, use or access the Service in a manner not in compliance with the terms of this Agreement. Customer shall monitor and disable any such access or use by unauthorised parties (including, but not limited to, spammers or any third party sites).


5. Technical Support Services
5.1. Customer is responsible for responding to any questions and complaints by End Users or other third parties relating to Customer or its End Users’ use of the Service, with such support services to be provided at Customer's own expense.
5.2. Technical support services for End Users of the Service are provided by Google solely through the Google.co.uk Help Centre, which is accessible at http://www.google.com/support/ or such other URL as Google may provide.
5.3. Google shall provide Technical Support Services ("TSS") to Customer's designated administrator(s) during the applicable Service Term in accordance with Google's Technical Support Services Guidelines then in effect for the Service ("TSS Guidelines").
5.4. TSS Guidelines (including information on how to access TSS) are password-protected and may be accessed at the following URL:http://www.google.com/a/help/intl/en-GB/admins/tssg.html (or such other URL as may be updated by Google). Google reserves the right to make changes to TSS from time to time, provided that any such change does not materially adversely impact Customer.
5.5. Prior to making any support request to Google, Customer shall first use reasonable efforts to fix any error, bug, malfunction or network connectivity defect on its own without any escalation to Google. Thereafter, Customer's designated administrator(s) may submit a written request for technical support as described in the TSS Guidelines.


6. Purchases; Payment
6.1. Purchase Process. Customer may request additional End User Accounts by submitting an online request through the Administrative Console.
6.2. Payment. Customer shall pay Memeonics the current online fees for the Service as specified by  Memeonics. All fees due under this Agreement shall be due as follows;-

A. for customers opting for the annual plan - payment must be received within 15 days of the issuance of an invoice.

B. for customers opting for the monthly plan - payment must be received within 7 days of the issuance of an invoice.

Customer will be responsible for all reasonable expenses (including legal fees) incurred by Memeonics in collecting unpaid and due amounts, except where such unpaid and due amounts are due to billing inaccuracies attributable to  Memeonics. All payments due are in the currency specified via invoice / original estimate by Memeonics.
6.3. Suspension of account;- notwithstanding any other clause in this Agreement Memeonics may suspend Services to a Customer for a Customer's failure to pay Memeonics for the Services in accordance with this Agreement. For overdue payments Memeonics will issue a notice of non payment requiring payment within 5 days, failure to pay in this period will result in issuance of a notice to suspend in 24 hours. Accounts remaining unpaid after this 5 day notice and subsequent 24 hour notice will be suspended until payment of all outstanding fees. Failure to pay within 2 days of this suspension may result in termination of your account.

Please be clear that this means an unpaid account will be suspended after 6 days and may be terminated after the expiration of 8 days. 

6.4. Taxes. Customer shall pay Memeonics all fees due under the Agreement free and clear of, and without any reduction for, any and all taxes. Customer shall pay any taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions under the Agreement, including penalties and interest, but specifically excluding taxes based upon Memeonics's net income. When Memeonics has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Memeonics with a valid tax exemption certificate authorised by the appropriate taxing authority.
6.5 Overdue payments shall bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full.


7. Google Apps for Business Edition API Terms
Customer’s right to use, copy and retain a copy of the Google Apps API and the Google Apps API Specifications is subject to Customer’s full and continuous compliance with the terms and conditions of this Agreement and the Google Apps API Terms available at http://code.google.com/googleapps/admin-api-terms.html or such other URL as Google may provide. Upon expiry or termination of this Agreement, Customer must cease all use of the Google Apps API and destroy any copies of the Google Apps API specifications, and if requested by Google, certify to Google such destruction.


8. Confidential Information
8.1. Each party shall keep the other party’s Confidential Information confidential unless:
8.1.1. the Confidential Information was already known, or became lawfully known to either of the parties independently;
8.1.2. the Confidential Information is in, or comes into, the public domain other than due to wrongful use or disclosure by either party;
8.1.3. disclosure or use of the Confidential Information is necessary to carry out the Agreement;
8.1.4. disclosure or use of the Confidential Information is required by law; or
8.1.5. disclosure or use of the Confidential Information is to or by, a party’s legal advisor or a party’s accountant.
8.2. Each party shall ensure that any of its employees, agents, subcontractors, legal advisers, accountants to whom Confidential Information is disclosed have, before any Confidential Information is disclosed to them, entered into a binding written agreement with such party containing obligations of confidentiality of equal strength to those contained in this Section 8 or, in the case of legal advisers only, are otherwise bound by obligations of confidentiality of equal strength to those contained in this Section 8.


9. Ownership; Restricted Use
9.1. Google and its licensors shall own all right, title and interest, including without limitation all Intellectual Property Rights relating to the Service (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines and documentation, except that Google does not own Customer Content, or any End User or third-party content and/or information used as a part of the Service, including the content of communications appearing as part of the Service. Customer shall not acquire any right, title or interest therein, except for the limited use rights expressly set forth in this Agreement. Any rights not expressly granted herein are deemed withheld.
9.2. Google does not own third party content used as part of the Service, including the content of third party communications appearing on the Service. Title, ownership rights and Intellectual Property Rights in and to the content accessed through the Service are the property of the applicable content owner and may be protected by applicable copyright or other law.
9.3. Except as permitted by law, Customer shall not, and shall not allow any third party to:
9.3.1. transfer, sell, lease, syndicate, sub-syndicate, lend or use for co-branding, timesharing, service bureau or other unauthorised purposes any Services or access thereto;
9.3.2. modify, copy, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Service or any other Google technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials and documentation;
9.3.3. remove, deface, obscure or alter Google's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Service, or any other Google technology, software, materials and documentation;
9.3.4. "crawl", "spider", index or in any non-transitory manner store or cache information obtained from the Service;
9.3.5. create or attempt to create a substitute or similar service or product through use of or access to any of the Service or proprietary information related thereto; or
9.3.6. use the Service for High-Risk Activities as described in Section 13.
9.4. Any and all third party binary or source code included in each portion of the Service may be used only in conjunction with such portion of the Service, and such use shall be subject to all the terms and conditions of the Agreement.


10. Brand Features
10.1. Except as expressly allowed by Google, Customer shall not remove or alter any Brand Features, copyright or other proprietary notices, legends, symbols, or labels appearing on or in the Service provided to Customer.
10.2. Subject to the terms and conditions of this Agreement, Customer grants to Memeonics a limited, non-exclusive and non-sublicensable licence during the applicable Services Term to display those Customer Brand Features expressly authorised for use in this Agreement, solely for the purposes expressly set forth herein.
10.3. Notwithstanding anything to the contrary, Customer may revoke the licence granted herein to use Customer's Brand Features upon providing Memeonics with written notice thereof and a reasonable period of time to cease such usage.
10.4. Service Pages, including the Start Page, may display Customer's Brand Features only within designated areas as Customer shall specify from time to time using the automated features included in the Administrative Console.
10.5. Notwithstanding Section 10.4, Memeonics may prominently display on all Service Pages Google's Brand Features including but not limited to a graphic module, in the form as provided by Google from time to time, that unambiguously indicates that the Services and Start Page Service are provided by Google. Customer agrees that it shall not place anything on the website located at the Customer Domain Name or any Services Page that in any way implies that information or services other than the Services and Start Page Service are provided by Google, unless otherwise expressly provided herein.
10.6. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Some, but not all examples of Google Brand Features are located at: http://www.google.co.uk/permissions/trademarks.html (or such other URLs as Google may provide from time to time). Except to the limited extent expressly provided in the Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied licence) in or to any Brand Features of the first party; and all rights not expressly granted herein are deemed withheld. All use by Google of Customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of Google Brand Features (including any goodwill associated therewith) shall inure to the benefit of Google.
10.7. To the extent that Customer is using or displaying any Google Brand Features in connection with the Services, Customer agrees to comply with Google’s "Guidelines for Third Party Use of Google Brand Features" located at the following URL: http://www.google.co.uk/permissions/guidelines.html (or such other URL as Google may provide from time to time).
10.8. Customer shall not attempt to register any Google Brand Features or domain names that are confusingly similar to those of Google.


11. Publicity
Customer hereby consents to Memeonics's inclusion of Customer’s name in a customer listing, provided that Customer is not the sole customer listed. The issuance of any press release shall be subject to the prior consent of both parties.


12. Representations and Warranties
12.1. Each party represents and warrants that it has full power and authority to enter into this Agreement.
12.2. Customer represents and warrants that:
12.2.1. Customer owns and controls one hundred percent (100%) of the Customer Domain Name(s);
12.2.2. Customer has and will maintain all rights, authorisations and licences that are required to permit Customer to use the Service;
12.2.3. the execution and delivery of this Agreement and the performance by Customer of its obligations thereunder, will not constitute a breach or default of or otherwise breach any agreement to which such party or any of its affiliates are a party or infringe any rights of any third parties arising therefrom;
12.2.4. Customer shall comply with all laws, regulations and ordinances applicable to or otherwise connected with Customer's use of the Service; and
12.2.5. Customer has and will maintain all rights as shall be required to send the information it provides to Google pursuant to this Agreement.


13. Warranty Disclaimer
13.1. Except as specified in this Section 13, all express or implied conditions, representations and warranties, including any implied warranty of merchantability or fitness for a particular purpose or non-infringement and any implied warranty arising from a course of performance, course of dealing or usage of trade, are hereby disclaimed except to the extent that these disclaimers are held to be legally invalid.
13.2. Subject to Section 13.3, Google and its licensors make no warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and non-infringement. Google assumes no responsibility for the use of the services provided by Google under the Agreement. Google and its licensors make no representations about any content or information made accessible by the service provided by Google under the Agreement. Google makes no representation that Google (or any third party) will issue updates or enhancements to the service. Google does not warrant that the functions contained in the service provided by Google under this Agreement will be uninterrupted or error-free.
13.3. Some jurisdictions do not allow the exclusion of implied warranties, so the exclusions in this Section 13 may not apply to Customer. In that event, to the extent permissible, any implied warranties are limited in duration to ninety (90) days from the Effective Date.
13.4. Customer acknowledges that the Service is not fault-tolerant and is not designed or intended for uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the service could lead to death, personal injury or environmental damage ("High Risk Activities").


14. Indemnification
14.1. Customer will defend, or at its option settle, any third party lawsuit or proceeding brought against Google by a third party based upon or otherwise arising out of:
14.1.1. Customer Content, Customer Domain Name(s) and/or Customer Brand Features;
14.1.2. Customer’s use of the Service;
14.1.3. Customer’s disclosure of End User information;
14.1.4. any breach or non-compliance by Customer of this Agreement, any of Google’s policies, or Customer’s representations or the provision of warranties contained herein; and/or
14.1.5. any End User’s use of the Service.
14.2. Google will defend, or at its option settle, any third party lawsuit or proceeding brought against Customer based upon or otherwise arising out of a claim that either Google’s technology used to provide the Service or any Google Brand Feature infringe(s) or misappropriate(s) any copyright, trade secret or trade mark of such third party.
14.3. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under Section 14 arising from:
14.3.1. use of any Service or Google Brand Features in a modified form or in combination with materials not furnished by Google, and
14.3.2. any content, information or data provided by Customer, End Users or any other third parties.
14.4. Google, at its sole and reasonable discretion, reserves the right to terminate Customer’s continued use of any Service or Google Brand Features which are alleged or believed by Google to infringe any third party’s Intellectual Property Rights.
14.5. Indemnification provided under this Section 14 shall be limited to payment by the indemnifying party ("Indemnitor") of all damages and costs finally awarded for such claim, or settlement costs approved in writing by the Indemnitor.
14.6. The indemnity obligations set out in this Section 14 shall exist only if the party seeking indemnification ("Indemnitee"):
14.6.1. promptly notifies the Indemnitor of such claim;
14.6.2. provides the Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and
14.6.3. gives the Indemnitor full control and sole authority over the defence and settlement of such claim. The Indemnitee may join in defence with counsel of its choice at its own expense.
14.7. The Indemnitor shall only reimburse the Indemnitee for expenses incurred by the Indemnitee with the Indemnitor’s prior written approval.
14.8. Section 14 states the parties’ entire liability and exclusive remedy with respect to infringement of a third party’s Intellectual Property Rights.


15. Limitation of Liability
15.1. Nothing in this Agreement shall exclude or limit either party’s liability for:
15.1.1. death or personal injury resulting from the negligence of either party or their servants, agents or employees;
15.1.2. fraud or fraudulent misrepresentation;
15.1.3. breach of any implied condition as to title or quiet enjoyment; or
15.1.4. misuse of confidential information;
15.2. Nothing in this Agreement shall exclude or limit either party’s liability under Section 14 (Indemnities) or liability for infringement of the other party’s Intellectual Property Rights.
15.3. Subject to Sections 15.1 and 15.2, neither party shall be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with this Agreement for:
15.3.1. any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services);
15.3.2. any loss of goodwill or reputation; or
15.3.3. any special, indirect or consequential losses;in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement.
15.4. Subject to Sections 15.1, 15.2 and 15.3, in no event shall either party’s total aggregate liability arising from or in connection with this Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or otherwise) exceed the amount of fees paid or payable by the Customer under this Agreement.


16. Term; Termination
Term
16.1. Unless terminated earlier in accordance with this Agreement, this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the "Initial Term"). Subject to clause 16.2, on the expiry of the Initial Term ("Expiry Date") this Agreement shall automatically terminate and the Service shall be downgraded to the service currently known as ‘Google Apps Standard Edition’ which shall be governed by the Google Apps Standard Edition Agreement. For the avoidance of doubt, the Google Apps Standard Edition Agreement shall supersede this Agreement from the Expiry Date.
16.2. If Customer opts to renew this Agreement, then on the Expiry Date and on each anniversary of the Expiry Date (subject to Customer’s renewal), this Agreement will automatically renew for an additional one (1) year term (the Initial Term and any renewal terms, collectively, the "Services Term").Termination.
16.3. Google may terminate this Agreement for convenience at any time by giving six (6) months prior written notice to Customer. Notwithstanding the foregoing, Google may terminate this Agreement upon thirty (30) days’ written notice if Customer fails to cure any breach of this Agreement within such thirty (30) day period.
16.4. Google may suspend and/or terminate any Agreement (including the Service provided thereunder or any component thereof) in accordance with Section 3 above.
16.5. Either party may suspend performance and/or terminate this Agreement with immediate effect if:
16.5.1. a meeting of creditors of the other party is held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) is proposed by or in relation to the other party;
16.5.2. a chargeholder, receiver, administrative receiver or other similar person takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven days) on the whole or a material part of the assets of the other party;
16.5.3. the other party ceases to carry on business or is deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986;
16.5.4. the other party or its directors or the holder of a qualifying floating charge gives notice of their intention to appoint, or makes an application to the court for the appointment of, an administrator; a petition is presented (and is not discharged within 28 days) or a resolution is passed or an order is made for the administration or the winding-up, bankruptcy or dissolution of the other party; or
16.5.5. an event analogous to any of the above happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
16.6. In addition, Google may terminate this Agreement immediately upon written notice: (i) if Customer breaches Section 3 (Customer Obligations), Section 4 (Restrictions), Section 6 (Payment), Section 8 (Confidential Information) or Section 9 (Ownership; Restricted Use); (ii) if Google reasonably determines that it is commercially impractical to continue providing the Service in light of applicable laws; (iii) if Customer is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches; or (iv) if Customer challenges or assists others to challenge any application or registration for any of the Google Brand Features.
16.7. Google, upon notice the duration of which Google in its reasonable discretion may determine, reserves the right at any time and from time to time to modify, suspend or discontinue the Service (or any part thereof), including hours of opunieration and availability of any feature of the Service. Customer agrees that Google shall not be liable to Customer, any End User or any third party for any modification, suspension or termination of the Service.
16.8. Sections 8 (Confidentiality), 9 (Ownership; Restricted Use), 12 (Representations and Warranties), 13 (Warranty Disclaimer), 14 (Indemnification), 15 (Limitation of Liability), 16 (Termination) and 18 (Miscellaneous) shall survive the expiry or termination of this Agreement.
16.9. Upon the expiry or termination of this Agreement for any reason: (i) all rights and licences granted by Google under this Agreement shall cease immediately; (ii) each party shall promptly return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party provided under that Agreement; and (iii) Customer’s rights to use any Google Brand Features, as permitted under this Agreement, shall cease immediately.Suspension and Termination in the Event of an Injunction
16.10. Google may suspend performance under this Agreement in whole or in part with immediate effect if, as a result of a claim alleging facts that would constitute a breach of Customer’s representations and warranties made in Section 12, Google is obliged by court order, magisterial decision or competent regulatory body to temporarily or permanently refrain from continuing to perform its obligations under this Agreement. Google's rights under this provision shall become effective on the date of the court order, magisterial decision or the direction of the regulatory body (as applicable) or on the date of the service of the order irrespective of the possibility of appeal. If any suspension under this section continues for more than six (6) months, Google may terminate this Agreement in whole or in part with immediate effect.


17. Data Protection
17.1. Notwithstanding any other provision of this Agreement:
17.1.1. Google shall comply with all applicable laws, regulations, regulatory requirements and codes of practice in connection with its data processing obligations under this Agreement, including without limitation by complying with all the provisions of the UK Data Protection Act 1998, and any regulations or instruments thereunder, and of Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data (together, the "Data Protection Laws") applicable to a data controller and shall not do, or cause or permit to be done, anything which may cause or otherwise result in a breach by Customer of the same;
17.1.2. Google understands and acknowledges that in performing its data processing obligations hereunder, it shall act only on instructions and directions from Customer. Google shall comply promptly with all such instructions or directions received by Google from Customer, the permitted scope of such instructions and directions to be agreed by Customer and Google from time to time; and
17.1.3. Google shall take and implement all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of any personal data processed by it and protect such personal data against unauthorised or unlawful processing, accidental loss, destruction or damage.In this Section 17, the terms "personal data", "processing" and "data controller" shall have the meanings ascribed to them in the Data Protection Laws.


18. Transfer and Notices
18.1. Customer may not assign or otherwise transfer its rights or delegate its obligations under this Agreement, without the prior written consent of Google. Any attempted assignment in derogation hereof shall be null and void.
18.2. Nothing in this Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to this Agreement, except that this section shall not operate so as to restrict or limit the rights of any lawful assignee under this Agreement to exercise the rights and benefits conferred on him by the assignor.
18.3. This Agreement will be governed by and construed in accordance with the laws of Northern Ireland and the Customer and Google Memeonics hereby submit to the exclusive jurisdiction of the Northern Ireland courts in respect of any dispute or matter arising out of or connected with this Agreement. Notwithstanding the preceding sentence, nothing in this Agreement shall restrict or limit Memeonics seeking injunctive or similar relief in any jurisdiction. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
18.4. All notices shall be in English and in writing and (a) if sent to Memeonics to Memeonics Ltd, 20 Moor Street, Aughnacloy, Co Tyrone, Northern Ireland, BT69 6AY
and (b) if sent to Google to the Google Legal Department at Google, Belgrave House, 76 Buckingham Palace Road, London, SW1W 9TQ, England or such other address provided by Google for such notice purposes. Notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified post or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first-class post.
18.5. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.
18.6. The parties hereto are and shall remain independent contractors and nothing herein shall be deemed to create any agency, partnership or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party.
18.7. This Agreement shall be binding on and inure to the benefit of each of the parties and their respective lawful successors and assigns.
18.8. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures and Internet disturbances.
18.9. If any provision of any Agreement is found void and unenforceable, this shall not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms.
18.10. No amendment or modification to this Agreement is binding unless made by a written instrument and signed or accepted online by a duly authorised representative of each party.
18.11. This Agreement constitutes a complete integration of all understandings between the parties and is an agreement between Customer and Memeonics and Google relating to the service and all terms herein. The terms and conditions of this Agreement and any specifically referenced Uniform Resource Locator (as such URL may be modified from time to time, as provided herein) shall take precedence over any previous contract, representation or arrangement between the parties relating to its subject matter. For a full listing of all applicable documents see;-

http://blog.memeonics.com/p/terms.html

18.12. Any translation of the English language, English law and court Agreement (the "Original Agreement") is provided for convenience only and Customer agrees that in the event of a conflict between the translated version and the Original Agreement, the Original Agreement prevails. All communications and notices to be made or given pursuant to the Agreement shall be in the English language.