Google grants Organization a temporary, nonexclusive, revocable license to use the Community Space and/or Other Areas for a specified Function during the Function Period, each as approved by Google in advance in writing (email is sufficient). Organization may not sublicense the Community Space or assign this Agreement or the licenses to any other person or entity. For the sake of clarity, Google is under no obligation to license the Community Space to Organization for any Function, and each Function will be reviewed and approved or denied at Google’s sole discretion. The granting of the foregoing license in no way grants Organization any rights in or to any portions of the Property other than the Community Space or Other Areas.
Organization acknowledges and agrees that Google may cancel a Function at any time and for any reason by providing written notice to Organization (email is sufficient). Organization will not be entitled to any compensation from Google if Google exercises its option to cancel any Function.
Organization acknowledges and agrees that: (a)it is using the Community Space and Other Areas at its sole risk, (b)it has inspected the Community Space and Other Areas and has accepted each "as is", and (c)it will inspect the Community Space and Other Areas prior to the Function and immediately notify Google of any hazardous or dangerous conditions. Google makes no representations or warranties with respect to the condition of the Community Space, Other Areas, or Property, or the fitness or suitability of the Community Space for the Function.
Organization agrees to the following conditions regarding its use of the Community Space, Other Areas, Property, Function Items, and Function Personnel:
Google’s liability for any of its obligations under this Agreement will be limited to $10,000. In the event Organization’s property or business is lost or damaged as a result of fire, flood, other casualty, or Google's performance or failure to perform repairs, Organization will not be entitled to any of Google's insurance proceeds or any of its recoveries, causes of action, rights, or rights of action related to the casualty. Under no circumstances will any present or future member or partner of Google or Google Related Parties have any liability for the performance of Google's obligations under this Agreement. The limitations of liability contained in this Agreement will inure to the benefit of Google's present and future Google Related Parties, successors, and assigns.
To the fullest extent permitted by law, Organization will indemnify, hold harmless, and defend Google and Google Related Parties from and against any and all claims, damages, losses and expenses, including reasonable attorney's fees, arising out or alleged to arise out of or resulting from this Agreement or Organization's use of the Community Space, Other Areas, Property, Function Items, or Function Personnel by Organization or Organization Related Parties. The indemnification obligation in this Section will survive the termination of this Agreement and will not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for Organization under any applicable workers' compensation acts or any insurance required under this Agreement or otherwise carried by Organization. Organization expressly waives all limitation on its liability described in this Section. Organization waives all claims against Google and Google Related Parties for (i)any damage to person or property (or resulting from the loss of use thereof), except to the extent caused by the gross negligence or willful misconduct of Google or any Google Related Party and (ii)any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Notwithstanding any provision in this Agreement to the contrary, neither Google nor any Google Related Party will be liable for (and Organization waives any claims for) any injury or damage to or interference with Organization's business, including loss of profits or other revenues, loss of business opportunity, loss of goodwill, loss of use, or for any form of special, consequential or punitive damages.
Certificates of Insurance. Organization will carry and maintain: (1) Commercial General Liability Insurance applicable to its use of the Community Space, Other Areas, Property, Function Items, and Function Personnel and provide, on an occurrence basis, a minimum combined single limit of $1,000,000, (2) Property/Business Interruption Insurance written on an All Risk or Special Perils form, covering Organization's personal property for the full replacement cost value (subject to reasonable deductible amounts), and (3) Worker's Compensation to the extent required by law and Employer's Liability of $1,000,000 per occurrence. If any sale of alcoholic beverages will occur at the Community Space, Organization will carry "dram shop" or liquor insurance coverage (if consumption but not sales will occur, a "host liquor liability insurance" is required instead) in the amount of at least $2,000,000 per occurrence, with Google, Google's property manager and such other parties as Google may designate as additional insureds. Any company writing any of Organization's insurance will have an A.M. Best rating of not less than A-VIII. Organization's policy for Commercial General Liability Insurance will name Google (and its successors and assigns), the managing agent for the Property (and its successors and assigns), and their respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Google and its successors as the interest of such designees will appear, as additional insureds. All policies of Organization's insurance will contain endorsements that the insurer(s) will give Google and its designees at least 30 days' advance written notice of any cancellation, termination, material change or lapse of insurance. If Organization retains any third party Function Personnel, such third party Function Personnel service providers will be required to maintain insurance with the same terms and conditions described in this Section plus such additional insurance as Google deems appropriate, in its sole discretion. Organization and Google waive and will cause their respective insurance carriers to waive any and all rights of recovery against the other or against the trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents of the other, for loss of or damage to its property to the extent such loss or damage is covered by insurance or required to be covered by insurance in accordance with this Agreement. For the purposes of this waiver, any deductible with respect to an Organization's insurance will be deemed covered by and recoverable by Organization under valid and collectable policies of insurance.
Evidence of Insurance Coverage. Upon Google’s request, Organization will provide evidence of required insurance coverage to Google or Google’s third-party vendor. Google’s failure to request, review, or object to the terms of Organization’s certificates of insurance will not (i) waive any of Organization’s obligations under this Agreement, (ii) waive any of Google’s rights under this Agreement, or (iii) limit or diminish Organization’s liability under this Agreement.
THIS AGREEMENT IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF ORGANIZATION, BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. ORGANIZATION’S AGREEMENT TO THIS CONDITION FORMED A MATERIAL PART OF THE CONSIDERATION FOR GOOGLE'S AGREEMENT TO ENTER INTO THIS AGREEMENT. This Agreement will be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Property, all renewals, extensions, modifications, consolidations and replacements thereof (each, a "Security Agreement"), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement requires in writing that this Agreement be superior thereto. Organization will promptly execute such further instruments as Google may reasonably deem necessary to evidence such subordination or superiority of this Agreement to any Security Agreement.
Either party may immediately terminate this Agreement for convenience by providing written notice to the other party (email is sufficient). In the event this Agreement terminates, any future Functions will automatically be terminated without additional notice. Organization will not be entitled to any compensation from Google if Google exercises its option to terminate this Agreement.
For purposes of Section 1938(a) of the California Civil Code, Google hereby discloses to Organization, and Organization hereby acknowledges, that the Property (inclusive of Community Space and Other Areas) have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) Organization, having read such notice and understanding Organization's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Building (inclusive of Community Space and Other Areas) to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws now or hereafter in effect, then Google and Organization hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Organization shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Organization to Google on or before the commencement date of this Agreement; (B) any CASp inspection timely requested by Organization shall be conducted (1) only after ten (10) days' prior written notice to Google of the date of such CASp inspection, (2) in a professional manner by a CASp designated by Google and without any testing that would damage the Building (inclusive of Community Space and Other Areas) in any way, (3) in accordance with all of the provisions of this Agreement applicable to Organization contracts for construction, and (4) at Organization's sole cost and expense, including, without limitation, Organization's payment of the fee for such CASp inspection, the fee for any reports and/or certificates prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Google shall be an express third party beneficiary of Organization's contract with the CASp, and any CASp Reports shall be addressed to both Google and Organization; (D) Organization shall deliver a copy of any CASp Reports to Google within two (2) business days after Organization's receipt thereof; (E) any information generated by the CASp inspection and/or contained in the CASp Reports shall not be disclosed by Organization to anyone other than (I) contractors, subcontractors and/or consultants of Organization, in each instance who have a need to know such information and who agree in writing not to further disclose such information, or (II) any governmental entity, agency or other person, in each instance to whom disclosure is required by law or by regulatory or judicial process; and (F) Organization, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Building (inclusive of Community Space and Other Areas) to correct violations of construction-related accessibility standards, including, without limitation, any violations disclosed by such CASp inspection.