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This Khoros Google’s Business Messages Addendum (“Addendum”) is between Khoros, LLC and its wholly owned subsidiaries (“Khoros”) and you (on behalf of you or your organization, as applicable) (“Customer”) (each individually referred to herein as a “Party” and collectively as the “Parties”). This Addendum is issued with reference to and is made part of the Master Services Agreement executed between the Parties (“MSA”), and sets forth the general terms and conditions, including payment terms, under which Khoros will provide to Customer the Khoros integration with Google’s “Business Messages” service (“Google Integration”). Except as stated expressly in this Addendum, the terms of the MSA remain unchanged and in full force and effect. In the event of any conflict or inconsistency between this Addendum and the MSA solely in regard to the Google Integration, this Addendum will govern. Any capitalized terms not defined herein shall be given the meaning assigned to them in the MSA. You may not accept this Addendum and you may not use the Google Integration if (i) you are not of legal age to form a binding contract with Khoros, and/or (ii) you are an individual barred from accessing or using the Google Integration under the applicable laws of the United States of America or the applicable laws of any other country, including the country in which you claim residence and/or from which you access the Google Integration. You represent and warrant to Khoros that you have the authority to accept the Addendum on behalf of yourself, a company, and/or any other entity, as applicable. Your use of or access to the Google Integration shall constitute your acceptance of the terms of this Addendum.
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:
Khoros has been given approval by Google LLC (“Google”) to grant Customer access, as a sublicensee, to Google’s Business Messages service and the related APIs, as described in Exhibit A hereto (collectively, “Business Messages”). As part of the services offered hereunder, Khoros hereby grants to Customer a limited, temporary right to use Business Messages, subject to the terms of the MSA and any applicable Service Order, as well as the following additional terms.
Customer Responsibilities and Obligations
Customer hereby agrees to the following: (i) Should Customer acquire access to the Google API related to its use of Business Messages hereunder, Customer will comply with Google’s API terms of service current posted at https://developers.google.com/terms/ (or such other URL as Google may specify), (ii) Customer will not use, nor is Customer given any right hereunder to use, Google’s trade names, trademarks, logos, or other distinctive brand features (“Google Brand Features”) without prior approval from Khoros, (iii) in accessing and using Business Messages hereunder, Customer will treat the following information related to Business Messages as Confidential Information: the Business Messages APIs (in addition to any related source materials, sample code, and documentation related to Business Messages) and any discussions between the Customer and Khoros in relation to Business Messages, (iv) Customer will not issue any public announcement about its use of Business Messages or the content of this Service Order without prior approval from Khoros, (v) for any personal data handled by either Customer or Khoros in connection with or related to Customer’s use of Business Messages hereunder, Customer is hereby deemed the controller of such personal data, and Customer hereby appoints Khoros as a processor to process that personal data, (v) Customer hereby represents and warrants that it will comply with all applicable laws, rules, and regulations relating to its use of Business Messages; and (vi) Customer shall provide a clear and conspicuous privacy notice to end users describing how Customer collects, uses, and protects personal data. Customer may provide such notice via link if the Google Integration enables the Customer to do such.
Suspension of Google Integration
Khoros reserves the right to immediately terminate or suspend, without prior notice to Customer, Customer’s access to Business Messages and any related APIs should Customer fail to adhere to any of the terms stated in this addendum. In exchange for inclusion in the Google’s Business Messaging program, Customer hereby grants Khoros the right to share anonymized agent performance / response metrics with Google.
Company hereby grants a royalty-free, nonexclusive, worldwide license to use the Customer’s trade name, trademark, logos, or other distinctive brand features (“Brand Features”) solely for purposes of (i) the provision of the Google Integration, and (ii) promotional and marketing activities in connection with the Customer’s products and services, provided Google complies with guidelines provided by Customer for the usage of such Brand Features.
KHOROS MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
IN ADDITION, CUSTOMER ACKNOWLEDGES THAT SERVICE FEATURES THAT INTEROPERATE WITH GOOGLE DEPEND ON THE CONTINUING AVAILABILITY OF GOOGLE’ API AND PROGRAM FOR USE WITH THE GOOGLE INTEGRATION. SERVICES MAY BE IMPACTED, INTERRUPTED OR MAY CEASE IF GOOGLE CEASES TO MAKE ITS API OR PROGRAM AVAILABLE AT ALL OR ON REASONABLE TERMS OR IF GOOGLE EXPERIENCES AN OUTAGE, ANY MALFUNCTIONS OR ANY CHANGE IN THEIR SERVICES, PRACTICES OR FUNCTIONALITY.
Term and Termination
This Addendum commences on the Effective Date of the applicable Service Order and will remain in effect until the earlier of (a) the expiration or termination of the applicable Service Order under this Agreement or (b) the termination of this Addendum in accordance with the MSA.
GOOGLE INTEGRATION SPECIFICATIONS
Google Integration Description:
Allows customers to implement Google’s Business Messages platform and engage with end users via the Khoros platform for the purpose of providing customer service as well as other notifications and messaging.