Waze Beacons Program Additional Terms

Waze Beacons Program

Additional Terms

Your participation in the Waze Beacons Program and your use of the beacons purchased through the Waze Beacons Program (the “Beacons” ) are subject to the Google Terms of Service and these additional terms (the “Waze Beacons Program Additional Terms”). Together, the Google Terms of Service and the Waze Beacons Program Additional Terms are the “Agreement”.

The Beacons, and your access and use of the Beacons, are subject to this Agreement and all terms and conditions accompanying the Beacons (including end user license agreements or manufacturer terms).

1. Authority to Accept Agreement. If you are accepting this Agreement on behalf of a government agency, a company, or other entity, you represent and warrant that: (a) you have full legal authority to bind that agency, company, or entity to this Agreement; (b) you have read and understand this Agreement; and (c) you and your agency, company, or entity agree to this Agreement. If you don't have the legal authority to bind your agency, company, or entity, please do not accept this Agreement.
2. Your Responsibilities. If you do not fulfill all your responsibilities below, the Beacons may not function as intended
   1. Safety and Quality Standards. You are responsible for performing all work under this Agreement in a safe manner consistent with generally accepted industry standards.
   2. Permits. You are responsible for applying for, maintaining, and complying with all permits necessary to install and operate the Beacons.
   3. Installation. As between you and Google, you are solely responsible for installing the Beacons. You will install the Beacons in accordance with any installation specifications either described at the Waze Beacons Program website or provided to you by Google.
   4. Equipment Coordinates. You will provide Google with the latitude/longitude coordinates (the “Equipment Coordinates”) for the first and last Beacons in your segment of Beacon, and will notify Google if these Equipment Coordinates change.
   5. Maintenance. You will promptly perform the following maintenance activities at your sole cost and expense: (i) repair or replace any damaged or non-functioning Beacons; and (ii) at Google’s request, investigate any Beacon malfunctions.
3. Google’s Responsibilities. If you are accepted into the Waze Beacons Program:
   1. Preferred Pricing. You may purchase Beacons directly from the manufacturer at a reduced price.
   2. Low-Battery; Malfunctioning Beacons. Google will monitor your Beacon(s) as described in Section 4 (Remote Monitoring) below, and will notify you when the Beacon(s) are malfunctioning or need new batteries.
4. Remote Monitoring. Google may remotely monitor and collect certain information from the Beacons. For example, Google may monitor and collect information related to the Beacon’s battery-life to notify you when the Beacon needs a new battery. You grant Google a royalty-free, irrevocable, non-exclusive, sublicensable, transferable, worldwide license to use the information Google collects from the Beacons for (a) the duration of the applicable intellectual property rights in that information, or (b) the maximum period permitted by applicable law if (b) is shorter than (a).
5. Feedback. If you provide Google with any feedback (such as comments, materials, information or suggestions) regarding the Beacons or related Google products and services, you grant Google a royalty-free, irrevocable, non-exclusive, sublicensable, transferable, worldwide license to use the feedback for (a) the duration of the applicable intellectual property rights in that feedback, or (b) the maximum period permitted by applicable law if (b) is shorter than (a).
6. Privacy Policy. Because neither party will disclose any personal information to the other under this Agreement, the Google Privacy Policy (referenced in the Google Terms of Service) does not apply.
7. Confidentiality; Publicity.
   1. Definition. “Confidential Information” means information that Google (or an affiliate of Google) discloses to you under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to you by a third party without confidentiality obligations, or becomes public through no fault of yours. Under this Agreement, Equipment Coordinates identified by Google are Google’s Confidential Information. Equipment Coordinates located by you independent of Google will not be considered Google’s Confidential Information.
   2. Confidentiality Obligations. Subject to Section 7(c) (Public Records Exception), you will not disclose the Confidential Information, except to your employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. You will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement. You will ensure that your Delegates are also subject to the same non-disclosure and use obligations. You may disclose Confidential Information when required by law after giving reasonable notice to Google, if permitted by law.
   3. Public Records Exception. If you are a government entity, the following will apply, subject to applicable law:
      1. Notice Requirement. If a government entity receives a public records disclosure request, you will promptly (and in any event within five days) provide to Google a written notice specifying the details of the disclosure request, including the requester’s identity, the requested records, and the legal deadline to disclose the records.
      2. Disclosure of Public Records. A government entity may disclose the requested records on the legal deadline for disclosure as required by the applicable public records disclosure law, but only if: (A) Google does not obtain a court order enjoining the disclosure, (B) the government entity reasonably determines that the requested records are not exempt from disclosure, and (C) the government entity is otherwise legally required by an applicable public records disclosure law to comply with the disclosure request.
   4. Publicity. Neither party may make any public statement regarding the Waze Beacons Program without the other’s written approval, except either party may state that you are participating in the Waze Beacons Program. Each party will promptly review and respond to the other party’s approval requests.
8. No Indemnity Obligations. Neither party will have indemnity obligations under the Agreement. The second sentence in the Google Terms of Service section titled “Business uses of our Services” will not apply under this Agreement.
9. Termination. Either party may terminate this Agreement for convenience on 60 days’ written notice to the other party. On termination of this Agreement for any reason (contractual or otherwise), the following Sections will survive (along with any other sections that under their terms or by implication ought to survive): the Google Terms of Service; all defined terms; and Sections 4, 5, 7, 8, 9, and 10.
10. General.
    1. Affiliates, Consultants, and Contractors. Google may use its affiliates, consultants, and contractors in connection with the performance of its obligations and exercise of its rights under this Agreement, provided that those parties are subject to the same obligations as Google.
    2. Government Entities. If you are a government entity, the following will apply:
       1. For all government entities (other than United States federal government entities), the Google Terms of Service section regarding governing law and venue is deleted.
       2. For United States federal government entities, the Google Terms of Service section regarding governing law and venue is deleted and replaced with the following: “This Agreement will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. Solely to the extent permitted by federal law: (A) the laws of the State of California (excluding California’s conflict of laws rules) will apply in the absence of applicable federal law; and (B) any dispute arising out of or relating to this Agreement or the Services will be litigated exclusively in the federal courts of Santa Clara County, California, and the parties consent to personal jurisdiction in those courts.”
    3. EAR and ITAR Compliance. You will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
    4. U.S. Government Restricted Rights. The Beacons are commercial within the meaning of the applicable civilian and military Federal acquisition regulations and any of their supplements. If you or any user of the Beacons is an agency, department, employee, or other entity of the United States Government, the use, duplication, modification, disclosure, or transfer of the Beacons is restricted by the terms, conditions, and covenants contained in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14(ALT III), as applicable.
    5. Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.