This  Agreement ("SLA") sets forth the terms and conditions of your use of any Google Inc. (“Google”) hosted services currently known as “Google Workspace” (formerly known as (“Google Apps for Business or G Suite”), “Google Vault”, “Google Drive Storage” or any other additional Google Services (as these services may be renamed from time to time).

This agreement is made between WhoGoHost Limited (the “Company”)(the “Company”), a limited liability company, and the Client who orders WhoGoHost Services. Each of WhoGoHost and the Customer is referred to as a “Party” and collectively as “Parties” under this Agreement. 

The Agreement applies to the Client's use of the Services and is governed by  Terms of Service as well as  WhoGoHost General Terms of Service, Privacy Policy, and the Terms of your Order which may have additional Product Terms and Conditions that apply to the particular services in your Order as set forth on WhoGoHost Limited's website, as may be modified by WhoGoHost from time to time and all of WhoGoHost’s policies, all herein incorporated by reference and shall be deemed a single agreement (collectively the "Agreement"). Upon activation of any Google services, you will be required to accept the term applicable to the product or service activated upon signing in.  WhoGoHost and Google may modify the Agreement and any other applicable Product Terms from time to time in its sole discretion, which modifications will be effective upon posting to WhoGoHost's website. Your use of the Services includes the ability to enter into agreements and make purchases electronically. These Terms will also apply when you use the Service on a trial basis. It is your responsibility to check the Terms periodically for changes. If you object to any such changes, your sole recourse will be to cease using the Site and the Service.  Your continued use of the Service following the posting of any changes to the Terms will indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

You acknowledge that your electronic approval constitutes your acceptance to the Agreement for each electronic purchase or transaction you enter. WhoGoHost may accept or reject any Order you submit at its sole discretion. WhoGoHost’s provisioning of the Services described in an Order shall be WhoGoHost’s acceptance of the Order. If you are accepting on behalf of Customer you represent and warrant that:

1. You have the full legal authority to bind your employer or the applicable entity to these terms and conditions;
2. You have read and understood this Agreement and
3. You agree on behalf of the party that you represent to this Agreement. If you do not have the legal authority to bind Customer, please do not "Accept" the Google Workspace Terms of Service upon login to your Admin Console. This Agreement governs Customer's access to and use of the Service.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE GOOGLE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, ALONG WITH ANY NEW, DIFFERENT, OR ADDITIONAL TERMS, CONDITIONS, OR POLICIES WHICH COMPANY OR GOOGLE MAY ESTABLISH FROM TIME TO TIME. 

In addition, when you use your account or permit someone acting as your Agent to use it on your behalf to purchase or acquire access to additional Services, to cancel your Services, or to perform any transaction, (even if we were not notified of such authorization), you agree to be bound by the terms of this Agreement. You also agree to be bound by the terms of this Agreement for transactions entered into on your behalf by anyone acting as your agent, and transactions entered into by anyone who uses the account you've established with WhoGoHost, whether or not the transactions were on Your behalf, You signify your agreement to the terms and conditions contained in this Agreement.

Definitions

Whenever used in this Agreement, the following capitalized terms shall have the respective meanings specified below:

"Client Data" means all data (including software, text, sound files and Personal Data) and other content that are stored by you or your end-user(s) on the Hosted System or otherwise processed by you or your end-user(s) through your use of the Services.

"Order" means

1. the online order that you submit for services
2. any other order (either in electronic or paper form) provided to you by WhoGoHost that describes the type or types of services you are purchasing, and that is signed by you, either manually or electronically, and
3. your use or provisioning of the Services through the WhoGoHost cloud control panel or through an API.

"Personal Data" means any information that is referred to as personal identifiable information, personal data or personal information (or other like terms) under applicable data protection or privacy law. It includes information that by itself or combined with other information can be used to identify a person.

"Product Terms and Conditions" means the terms and conditions that are incorporated by reference in your Agreement and that state additional terms and conditions for the particular Services you are buying.

"Support" means

1. WhoGoHost employees with training and experience relative to the services will be available ‘live’ by telephone, chat and ticket twenty-four (24) hours per day, seven (7) days per week, all year round, and
2. any additional level of assistance offered by WhoGoHost for the specific Services you are purchasing, and described in the applicable Product Terms and Conditions or Order.

"Business Day" means Monday to Friday, excluding public holidays.

"Business Hour" means 9:00 a.m. – 5:00 p.m. on a Business Day.

"Claims" means any claim, demand, action, suit, cause of action, assessment or reassessment, charge, judgment, debt, liability, expense, cost, damage or loss, direct or indirect, contingent or otherwise, including loss of value, reasonable professional fees, including fees of legal counsel on a solicitor-and-End User basis, and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing.

"Confidential Information" means all non-public technical information and business information, programming, software code, trade secrets, marketing strategies, software, documentation, Client data, financial information and any other information which in the circumstances of its disclosure could reasonably be viewed as confidential. Confidential Information shall not include information that:

1. is or becomes a part of the public domain through no act or omission of the Receiving Party;
2. was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party;
3. is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or
4. is independently developed by the Receiving Party, provided that the foregoing shall not be deemed to permit use or disclosure of information in breach of applicable law.
5. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by it or its employees, mandataries, or agents in violation of the terms of this Agreement or applicable law.

"End User" means an individual or legal entity that obtains the Services from the Client.

"End User Licence Agreements" or "EULAs" means the applicable terms of service agreements with WhoGoHost and Third Party Suppliers governing the use of the Services, which are provided by WhoGoHost, appear upon first use of each product or are otherwise made accessible by weblink or otherwise to the End User.

"Intellectual Property Rights" means all rights protectable by copyright, trademark, patent, industrial design or trade secret and other intellectual property rights under any law including common law.

"Products" means any service of WhoGoHost or third party providers made available through the Hosting Client Program.

"Third Party Suppliers" means third-party suppliers of Products included in the Google Workspace Services.

Agreement

The Services are provided by Google Inc. You acknowledge and agree that your use of the Services is subject to the terms of this Agreement.

You must read through the Google Workspace Terms of Service and accept the Terms of Service prior to using the Services. The Terms of Service is a contract between you and Google. We will have no liability for the performance of the Services by Google other than as set forth in this Agreement. You are responsible for obtaining and maintaining any consents required from your individual end-users who use the Services to allow us to perform our obligations under the Agreement.

Additional Policies and Agreements

1. Use of this Service is also governed by the following policies, which are incorporated by reference. By using the Services, you also agree to the terms of the following policies.
   1. Privacy Policy
   2. Terms of Service
   3. Refund Policy
2. Additional terms may also apply to certain Services and are incorporated by reference herein as applicable. For example, if you register a domain name with us, then the Domain Registration Agreement will also apply to you and would be incorporated herein.
3. Google may make more Google applications (beyond the Services) such as but not limited to “Google Vault”, “Google Drive Storage” etc available from time to time through the Google Workspace control panel for your domain ("Additional Services"). By using or activating such Additional Services, Customer agrees to the additional terms below ("Additional Terms").

Description of service

Google Workspace is a cloud-based collaboration software that helps you and your team connect and get work done from anywhere on any device, allowing you to work smarter and focus on what really matters. It is simple to set up, use, and manage.

WhoGoHost Responsibilities

WhoGoHost is a Google Workspace Reseller Partner and we offer you installation and dedicated support. Whether you are starting a new business, you want to transfer from a free trial account for Google Workspace to the paid version, or you want to migrate from your existing email system to Google Workspace, you can contact us, as we are available to help.

WhoGoHost shall provide to you the Services and Support subject to the terms and conditions of the Agreement but this is dependent on your complete payment for the order before it is provisioned and then WhoGoHost will comply with all laws applicable to its provision of the Services.

Client Responsibilities

1. Client shall comply with applicable law and the terms and conditions of the Agreement.
2. Client shall accept Google's Terms of Service after activation of the Service by WhoGoHost before using the service.
3. Client shall pay WhoGoHost the amounts set out for each order for Services attributed to the client. client shall bear all taxes, duties, levies, and other similar charges (and any related interest and penalties), however, designated or imposed on it as a result of the existence or operation of the Agreement, including any income, sales, or use tax on profits which may be levied against it.
4. The client will conduct himself/herself in a professional manner and will keep up a reputation to deal fairly with its own clients or end-users. Clients will not make any statement or take any action that could reasonably be expected to reflect poorly on the Company or on the reputation of the Company or its products and services.
5. The client will cause its personnel who are responsible for the Client's activities under the Agreement to remain well-informed concerning the company's products and services. Among other things, the client will cause such personnel to review the company's website occasionally to ensure that such personnel is reasonably familiar with the company's product offerings, pricing, promotions, and service terms and conditions.
6. Client shall ensure that your Client account information as it appears in the online client account is true, accurate, current, and complete
7. Client assumes full responsibility for providing end users with any required disclosure or explanation of the various features of the Client Web site and any goods or services described therein, as well as any rules, terms or conditions of use.

Cancellation; Service Changes

If you cancel the Service, your cancellation will take effect immediately. After cancellation, you will no longer have access to your Google Workspace account. For as long as Google continues to offer the Service, we will provide and seek to update, improve, and expand the Service. As a result, we allow you to access the Service as it may exist and be available on any given day and have no other obligations, except as expressly stated in these Terms. Google or WhoGoHost may modify (e.g., change data storage or capacity limits), replace, refuse access to, suspend or discontinue the Service, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes are effective upon the posting on our website or by direct communication to you unless otherwise noted.

Refunds

There will be no refunds for all paid Google Workspace accounts. If you are dissatisfied with such account service for any reason, please direct requests to billing@whogohost.com.

More information on refunds: https://www.whogohost.com/tos/refund-policy

At any time during your contract term, you may increase the number of emails (Upgrade) for your service with WhoGoHost. In the event of a service downgrade (decrease the number of emails), there will also be no refunds. Downgrading your account may cause the loss of email accounts or decline access to some services. We do not accept any liability for such loss.

Term

An initial term will be as indicated on the Service Order (the “Service Term”), provided that such requested Service Term shall not be less than a minimum period of One (1) month.

You agree that the Services shall be provided for the term you selected through the Client portal. Unless you terminate the Services prior to the end of the then-current Services term, you agree that the Services may be renewed for another term of equal duration to the immediately preceding term and that the resulting fees shall be invoiced on your account, except otherwise stated.

You agree to hereby waive any requirement which might otherwise be imposed by law which would require that we obtain your affirmative consent for on-going billings and that your continuing consent to be billed for such renewal(s) may be presumed until such time as you terminate the Services through the Client area portal. You agree that attempts to terminate the Services other than sending an email to us (via a telephone call) are not reliable means of communication and that such a termination attempt shall not be binding until accepted and acknowledged by us.

AT THE END OF THE ACTIVE CONTRACT TERM, AN INVOICE WILL BE GENERATED FOR AN ADDITIONAL CONTRACT TERM UNTIL EXPLICITLY CANCELLED BY YOU, AND YOU WILL BE REQUIRED TO MAKE PAYMENT WITH YOUR PREFERRED PAYMENT METHOD AND YOU WILL BE CHARGED ACCORDINGLY. YOU MAY SEND CANCELLATION REQUESTS BY EMAILING billing@whogohost.com

Termination

1. WhoGoHost may suspend, terminate or limit your access to the Google Workspace Service, in whole or in part, with or without notice in the event that:
   1. You fail to pay any fees due;
   2. You violate this Agreement or any of the Terms of service;
   3. Your conduct may harm WhoGoHost or others (a material breach or security breach) or cause WhoGoHost or others to incur liability as determined by WhoGoHost in our sole discretion; or
   4. You fail to take such actions within a reasonable time after WhoGoHost has provided you with notice of reasonable remedies and actions to take to remove the breach and reinstate the Google Workspace Service
   5. As otherwise specified in this Agreement. In such event, WhoGoHost shall not refund to you any fees paid in advance of such termination and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, WhoGoHost may charge you for all fees due for the Services for the remaining portion of the then-current term.
2. Either party may terminate this agreement:
   1. without cause giving at least one month’s notice to the other after expiration or termination of its obligations under the Agreement; or
   2. immediately for cause if the other is in material breach of the Agreement, provided the one who is not complying is given notice and reasonable time to comply.
3. UPON TERMINATION OF THE GOOGLE WORKSPACE SERVICE FOR ANY REASON AND THE DISCONTINUED USE OF SERVICE OFFERING UPON NOTICE, WE OR GOOGLE MAY OFFER YOU THE OPTION TO MIGRATE USER CONTENT, INFORMATION, AND OTHER DATA TO A RELATIONSHIP EITHER DIRECTLY WITH GOOGLE, OR WITH ANOTHER SERVICE RESELLER.
4. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.