Google Workspace Service Agreement

Introduction

This agreement is written in plain English, though it contains some necessary legal language. In this document, “we,” “us,” “our,” and “the Company” refer to Ellington Marketing, LLC dba Dig Designs, a limited liability company registered in the State of North Carolina. “You,” “your,” “Customer,” or “Client” refers to you, our Client.

Service Overview

Dig Designs is a reseller of Google Workspace services. We facilitate the purchase and provisioning of Google Workspace accounts for our clients. Please note that Dig Designs does not provide support or handle technical questions related to Google Workspace services. For any support or technical inquiries, you must contact Google directly.

Service Fees

The fees for Google Workspace services will be detailed in a separate invoice or Proposal of Services provided to you. Payment is due according to the terms set forth in that invoice.

Billing and Payment Terms

• Payment Schedule: Payment for Google Workspace services is due upon receipt of the invoice unless otherwise specified in the Proposal of Services.
• Late Payment: If payment is not received within 30 days of the invoice date, we reserve the right to suspend your Google Workspace services until payment is made in full. Late payments may incur interest at a rate of 12% per annum.

Termination of Services

• Termination by Client: You may terminate this agreement at any time by providing written notice to Dig Designs. Please note that no refunds will be provided for any pre-paid Google Workspace services if you choose to terminate before the end of your service period.
• Termination by Dig Designs: We reserve the right to terminate this agreement and your access to Google Workspace services if payment is not made on time or if there is a breach of this agreement.

Limitation of Liability

Dig Designs will not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use Google Workspace services. Our liability, in any case, will be limited to the amount you have paid us for the Google Workspace services in the six months prior to the event giving rise to the claim.

No Support Obligation

As a reseller, Dig Designs is not responsible for providing any support or technical assistance for Google Workspace. Any technical issues, questions, or support needs must be directed to Google’s support team. We strongly recommend that you utilize Google’s official support channels for any technical assistance.

Indemnification

You agree to indemnify and hold harmless Dig Designs, its affiliates, and its employees from any claims, damages, or expenses, including reasonable attorney’s fees, arising out of your use of Google Workspace services.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles.

Dispute Resolution

Any disputes arising out of or related to this agreement shall be resolved through mediation in Guilford County, North Carolina. If mediation fails, the dispute may be litigated in a court of law in Guilford County, North Carolina.

Entire Agreement

This agreement, together with any attached Proposal of Services, constitutes the entire agreement between the parties regarding the reselling of Google Workspace services. It supersedes any prior agreements or understandings, whether written or oral.

Modifications

This agreement may only be modified in writing, signed by both parties.

Assignment

Neither party may assign this agreement without the prior written consent of the other party.

Severability

If any provision of this agreement is held to be unenforceable or invalid, the remaining provisions will continue in full force and effect.