GA 360 Suite Support Services Agreement
Customer (identified below) has purchased, or intends to purchase, from Salesforce.com, inc. a subscription to one or more Analytics Services (defined below). Customer wishes to retain DATA STACK LICENSING INC. (“Data Stack”) to provide Support Services (as defined below) in respect of those Analytics Services. This GA 360 Suite Support Services Agreement (“Agreement”) sets forth the terms and conditions governing Data Stack’s provision of the Support Services to Customer.
Indicate the Analytics Service(s) that Customer has purchased, or intends to purchase, from Salesforce.com, inc.:
☐ ANALYTICS 360
☐ OPTIMIZE 360
☐ TAG MANAGER 360
In this Agreement, in addition to those terms defined on the preceding page, the following terms have the following meanings:
“Analytics Services” means (a) Analytics 360 (formerly known as Google Analytics Premium), Optimize 360, and/or Tag Manager 360, and any successors to, additions to, or enhancements of such products that are substantially similar to such product (to be determined by Google LLC (“Google”)) that Customer has purchased a subscription to from Salesforce.com, inc., and (b) the Google Marketing Platform, which is the suite-level platform for Analytics 360, Optimize 360, and/or Tag Manager 360, and any successors to, additions to, or enhancements of that platform that Customer has purchased a subscription to from Salesforce.com, inc. For the sake of clarity, “Analytics Services” does not include Display & Video 360 and Search Ads 360.
“Confidential Information” has the meaning given in Section 4.1.
“Customer Data” means the following: (a) with respect to Analytics 360, the data collected through use of an OSCI and then processed by Analytics 360; (b) with respect to Optimize 360, Customer’s creative content or code for creative content that Customer inputs into the Optimize 360 service or has inputted on its behalf; and (c) with respect to Tag Manager 360, data concerning the volume and frequency of Customer’s code (e.g., HTML) or web beacons (e.g., pixel tag, clear GIF) served via a Tag Container.
“Hits” means the base unit of measurement that is sent to the Google Analytics or Analytics 360 service for processing, which may include but is not limited to a page view, a transaction or a call to the Google Analytics system by an OSCI.
“Mobile SDK” means a mobile operating system software development kit made available by Google that developers may use in an application to send Hits to the Analytics Service. For purposes of clarification, a Mobile SDK is an OSCI.
“OSCI” means an “Officially Supported Client Interface”, which is a mechanism made available by or supported by Google that can be used to send Hits to Analytics 360.
“Properties” means any web page, application, or other property that (a) with respect to Analytics 360 and Optimize 360, uses an OSCI to send data to the Analytics Service through Customer’s account, and (b) with respect to Tag Manager 360, any web page, application, or other property for which Customer requests a Tag Container.
“Support Services” means the support and training described at https://www.google.com/intl/en_us/ga360suite/MSO.html (or as otherwise provided by Google and together with the TSSG, the “Minimum Support Obligations”). For the sake of clarity, references to “Sales Partner” and “Customer” in the Minimum Support Obligations URL stated in the first sentence of this definition will apply to Data Stack and Customer, respectively.
“Tag Container” means the code delivered through Tag Manager 360, through which Customer may serve multiple code (e.g., HTML) or web beacons (e.g., pixel tag, clear GIF) on one or more Properties.
“TSSG” means the technical support service guidelines for the Analytics Services as set forth at http://www.google.com/analytics/premium/reseller-tssg.html (or such other URL as may be provided by Google), which Google may update from time to time with 7 days prior written notice. For the sake of clarity, references to “Reseller” and “Customer” in the TSSG URL will apply to Data Stack and Customer, respectively.
SUPPORT SERVICES AND OBLIGATIONS.
Provision of Support Services. Subject to the terms and conditions of this Agreement, Data Stack will provide the Support Services to Customer. Without limiting the generality of the foregoing, Customer:
will provide Data Stack with prompt access to its Analytics Services account in order to permit Data Stack to perform its obligations hereunder;
will allow Data Stack to access, monitor, use and disclose Customer Data within Customer’s account in order to perform its obligations hereunder;
will allow Data Stack to use the data derived from its provision of the Support Services to Customer for its internal business purposes, and to share such derived data with Salesforce.com, inc. and/or Google when requested by Salesforce.com, inc. and/or Google;
acknowledges that Google may update the Minimum Support Obligations from time to time; provided that any such changes will not be applicable to Customer until the expiration of Customer’s then-current term of this Agreement; and
acknowledges that, notwithstanding the Minimum Support Obligations, Customer will only be entitled to receive from Data Stack as Support Services (i) 5 hours of Support Services per month, and (ii) implementation Support Services within 45 days of activating the subscription on a Property. Any Support Services (excluding implementation services) provided by Data Stack in excess of 5 hours shall be charged by Data Stack at its then-prevailing rates and shall be considered “Fees” for purposes of this Agreement. In addition, any implementation Support Services provided by Data Stack after that 45 day period shall be counted towards the 5 hours of Support Services per month in the month in which they are provided, and any time in excess thereof shall be charged by Data Stack at its then-prevailing rates and shall be considered “Fees” for purposes of this Agreement.
In addition, Customer acknowledges that Data Stack’s obligations hereunder are limited to the Support Services for Analytics Services purchased from Salesforce.com, inc., and under no circumstances shall Data Stack be obliged to provide Customer with any consulting services relating to the Analytics Services.
Prohibited Acts. Customer will not, and will not assist or knowingly permit any third party to: (a) resell, distribute, lease or in any way allow another party to use its subscription to any Analytics Service(s), except as authorized hereunder or permitted pursuant to Customer’s license to the Analytics Services; or (b) pass information to Data Stack that Data Stack could use or recognize as personally identifiable information.
CUSTOMER DATA AND CONFIDENTIALITY.
Customer Data. As between Data Stack and Customer, Customer will own all Customer Data and its Analytics Services account.
Confidentiality. The recipient may use Confidential Information only to exercise its rights and fulfill its obligations under this Agreement and must use reasonable care to protect Confidential Information. The recipient will not disclose Confidential Information, except to employees and subcontractors or agents who need to know it and who are obligated to keep it confidential. No party may disclose the terms of this Agreement (including, for purposes of clarification, the pricing terms under this Agreement) to a third party without prior written consent of the other party, except (a) to its professional advisors under a strict duty of confidentiality, (b) for purposes of enforcing its rights under this Agreement, (c) to Salesforce.com, inc. in the case of Customer, and (d) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to the discloser and using commercially reasonable efforts to provide the discloser with the opportunity to seek a protective order or the equivalent (at the discloser’s expense)). For purposes of this Agreement, “Confidential Information” means information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential (e.g., product or business plans), but does not include information that the recipient already knew, becomes public through no fault of the recipient, or was independently developed by the recipient without reference to the discloser’s confidential information.
DISCLAIMERS AND LIMITATION OF LIABILITY.
Disclaimers. DATA STACK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION MERCHANTABILITY AND FITNESS FOR ANY PURPOSE RELATING TO THE SUPPORT SERVICES. ANY REPRESENTATIONS AND WARRANTIES APPLICABLE TO THE ANALYTICS SERVICES ARE PROVIDED BY SALESFORCE.COM, INC. AND/OR GOOGLE DIRECTLY.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE THEORY OR TYPE OF CLAIM, IN NO EVENT WILL DATA STACK BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF DATA STACK IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE. IN ADDITION, IN THE CASE OF ANY FAILURE OF THE ANALYTICS SERVICES OR LOSS OF CUSTOMER DATA CAUSED BY DATA STACK’S NEGLIGENCE, DATA STACK’S MAXIMUM LIABILITY TO CUSTOMER SHALL BE LIMITED TO THE COST OF RESTORING THE ANALYTICS SERVICES OR THE CUSTOMER DATA, AS APPLICABLE. IN ALL OTHER CASES, DATA STACK’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER HEREUNDER SHALL IN NO EVENT EXCEED $100,000 REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT EVEN IF DATA STACK IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE.
TERM AND TERMINATION.
Termination. A party may terminate the Support Services immediately upon notice to the other party that it is in material breach of this Agreement; provided that if the breach is capable of cure, the breaching party will have 30 days from the notice date to cure the breach to the non-breaching party’s reasonable satisfaction.
Effect of Termination. In the event of any termination of this Agreement, Data Stack will immediately cease to perform the Support Services. Notwithstanding termination of this Agreement, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
Satisfaction Surveys. Customer acknowledges and agrees that Google and/or Data Stack may from time to time send a customer satisfaction survey to it. Customer acknowledges that Data Stack may receive a copy of any survey completed by Customer.
General. This Agreement is governed by New York law, excluding its choice of law rules. No party may assign or transfer any part of this Agreement without the written consent of the other party. This Agreement does not confer any benefits on any third party unless it expressly states that it does. Any other attempt to transfer or assign is void. Nothing in this Agreement will limit a party’s ability to seek equitable relief. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. In the event of any inconsistency between this Agreement and the Minimum Support Obligations, the terms of this Agreement will prevail. All amendments hereto must be executed by both parties and expressly state that they are amending this Agreement. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. Each party is liable for the acts and omissions of its subcontractors. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture. Neither party will be liable for any acts or omissions resulting from circumstances or causes beyond its reasonable control. Any notice, demand, request or written communication which may be required to be given by a party to the other party under this Agreement shall be given by either serving it upon the other personally or delivering or mailing it by overnight courier or registered mail, or by facsimile, or via e-mail to the other party at the coordinates provided by such party.