Version 1 / Last modified on 2011-05-02 09:29 PDT-US/Pacific
Notwithstanding anything to the contrary in the EULA, during the term of this Agreement, You maycopy, distribute, and display Content solely to create graphics (“
”) for and to display such Graphics worldwide in the formof media identified in the Check Lists above. You will not redistribute or resell any Content on a stand-alone basis, as part of aproduct or service of which the Content is a primary commercial component, or as part of a product or service (including withoutlimitation image publishing or distribution services, software or products) that competes with Google or any of its licensors.2.2
. Google reserves all rights and licenses in and to the Google Product and the Content notexpressly granted to You under this Agreement.2.3
Labeling, Branding and Attribution
. Each Graphic will conspicuously display an unobstructed graphic module,in the form and in accordance with the placement requirements as detailed athttp://google.com/permissions/geoguidelines.html,that indicates that the Content is provided by Google and, when applicable, a third party data provider. You agree that You will notdisplay anything in connection with the Graphic that in any way implies that information other than the Content is provided byGoogle or such third party data provider, unless otherwise expressly agreed by Google. All use of the Google name and/or graphicmodule by You inures to the benefit of Google.
3. TERM AND TERMINATION
. Unless terminated earlier in accordance with this Agreement, this Agreement will (a) begin on theEffective Date, and (b) continue for one (1) year. Subsequent terms must be agreed upon in writing by bothparties. Post-termination use of Graphics created during the Agreement term is governed by Section 3.3 below.3.2
Termination for Breach
. Google may terminate this Agreement immediately upon written notice: (a) if Youbreach any material term of this Agreement; or (b) if You become insolvent or make any assignment for the benefit of creditors orsimilar transfer evidencing insolvency, or suffer or permit the commencement of any form of insolvency or receivership proceeding,or have any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or havea trustee, administrator or receiver appointed for Your business or assets or any part thereof. In the event that Google has areasonable, good faith belief that Your use of the Content or Graphics have had, are having, or would result in an adverse impacton Google’s reputation, brand, or goodwill, Google may provide You notice of such adverse impact. If after ten (10) days ofGoogle’s notice You have failed to appropriately remedy Your use of the Content or Graphics, Google may terminate thisAgreement.3.3
Effect of Termination
. Upon termination or expiration of this Agreement, all of Your rights granted under thisAgreement will either terminate or expire. Notwithstanding the foregoing, unless the Agreement has been terminated by Googlepursuant to Section 3.2, You may continue to distribute and display Graphics created during the Term in accordance with thisAgreement only in the mutually agreed-upon media as described in the Check Lists above subject to the terms and conditions setforth herein.
4. GENERAL PROVISIONS
This Agreement, the EULA, and any attachments or exhibits hereto or thereto, constitute the entire Agreement betweenthe parties relating to its subject, and supersedes any prior or contemporaneous agreements or communication on thatsubject. Except as set forth in Section 2.1, the terms of the EULA remain in full force and effect and are incorporated by referenceherein. In the event of any conflict of terms between this Agreement and the EULA, the terms of this Agreement will apply. ThisAgreement may not be altered, amended, or modified except in writing signed by the duly authorized officers of each party. A copyof all notices to Google under this Agreement will be sent to Legal Department, Google Inc., 1600 Amphitheatre Parkway, Mountain