Terms of Service

Thank you for using Flutter and applying to be included in Flutter's online directory of Flutter consultants or service providers that customers may choose to engage to help develop their Flutter apps. By applying to be listed on the Flutter website as a consultant or service provider, you agree to these terms. These terms DO NOT negate, modify, or alter the terms of services applicable to you as a Flutter user or otherwise applicable to your Flutter credentials or account, except to the extent directly contradictory related to your directory listing on the Flutter website under these terms. All such other terms are otherwise fully applicable, including but not limited to confidentiality, intellectual property, liability, indemnification, and other provisions.

PILOT AND AMENDMENTS TO THESE TERMS: Note the Flutter consultant directory program is a pilot program; we may elect to test, modify, expand, or eliminate this program in its sole discretion and without notice. Additionally, we may and likely will modify these terms from time to time as we gain learnings from the pilot program and grow the program through and after any further growth or non-pilot launch of the program.

1. Participation.

(a) Not Guaranteed. Thank you for applying; we take your application very seriously, but we cannot promise you will be accepted for inclusion as a consultant. Google may, at its sole and exclusive discretion, for any or no reason, elect to include or not include any service provider as a consultant listed on Flutter's website. If you are included, Flutter will make a directory listing which identifies all consultants in a similar manner, using links, thumbnails, or other identifiers of substantially the same size or style, subject to consultant art and similar considerations.

(b) No Compensation. We will not provide you any compensation for or related to your participation in the consultant directory program.

(c) Suspension. We may suspend the program or your participation at any time.

(d) Relationship with your customers. Flutter hopes that, by listing you/your company in the consultant directory on Flutter's website, customers interested in applications built using Flutter will seek out your services to do so; however, in listing you on our site, Flutter makes no representation to potential customers, you, or anyone else that you are a Google/Flutter partner, that you are qualified to perform your services, or that customers will or should find you via our site. We are not part of or responsible for your relationship with any such potential customers, and you shall retain sole and full responsibility for forming and maintaining such relationships and for your conduct and rights related to such relationships.

(e) Compliance with Laws and Documentation.

(i) You will comply with all applicable laws in your participation in the program and your use of Flutter and other Google products and services, including laws, policies, and regulations relating to the collection, use, and sharing of information about your users.

(ii) You will follow all instructions and adhere to all restrictions contained in any program documentation applicable to the program we make available ("Documentation"). All Documentation is incorporated by this reference into these terms. As described in the Documentation and at our sole discretion, You will not use specified Google Products and Services in connection with any application that collects sensitive information (either directly, indirectly, or inferred).

(f) Export Compliance. In performing your services related to us, the program, or our products and services, you will comply with all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

2. Intellectual Property Rights.

(a) Flutter and the consultant directory program.

(i) License. You grant us the fully paid-up, royalty-free right to use your logo, trade names, trademarks, and other art or intellectual property you provide in association with the consultant directory program, for the purposes of listing you/your company on the Flutter website as a service provider willing to provide services to third parties using Flutter. We recognize you own the rights to all such intellectual property and simply provide us a license via these terms.

(ii) Our ownership. Except as recognized in section (i) above, as between you and us, we own and retain all right, title, and interest in Flutter, the Flutter website, the program, and any other art or elements which may exist thereon or relate to or support the program and your listing on the website. Nothing in this agreement changes the IP ownership provisions regarding our intellectual property contained in the terms applicable to your use of Flutter.

(b) Feedback. We may ask you to provide feedback regarding Flutter, Google, and/or the consultant directory program ("Feedback"). You are not required to provide Feedback, but if you do, the Feedback must (i) be truthful; (ii) originate only from you; and (iii) not contain any third party's Confidential Information. We may use Feedback without obligation to you. You hereby irrevocably assign to us all rights, title, and interest in that Feedback, or, if that isn't possible, you grant us a perpetual, irrevocable, exclusive, worldwide, sublicenseable, royalty-free, fully paid-up license to use your Feedback.

3. Application information use. You grant us the right to use all information you provide in your application for the purposes of operating the consultant directory program, Flutter, and related operations, but always subject to the confidentiality provisions of the terms of use applicable to your use of Flutter.

4. Personal Data.

(a) Authorization to Use and Share. We may use and share personal information that you provide to operate the consultant directory program and Flutter site, and exercise our rights, subject to Google's then-current Privacy Policy at policies.google.com/privacy (or such other URL as we may provide). For example, we may provide your information to potential customers who are interested in knowing more about you in relation to the consultant directory program. We may also use information from your submission to determine other pilots in which we may invite you to participate, or products and services we might invite you to test. "Google Account" means Your Google account (either gmail.com address or an email address provided under the "Google Apps" product line), which is subject to applicable terms of service.

(b) Our Responsibilities as Data Controller or Data Processor. You acknowledge and agree that we may either be a data controller or processor with respect to any personal data about you that you provide to us under these terms ("Your Data"), and that we are a data processor with respect to any personal data about your end users, employees, or agents ("End User Data") that you provide to us under this Agreement. NOTE: it is your obligation to avoid providing End User Data to us, other than business contact information for your employee or agent who may communicate with us regarding the consultant directory program; however, these terms are set forth here to cover this business contact information as well as any End User Data you may provide to us in contravention of this sub-paragraph.

(i) The collection of Your Data under this Agreement is subject to the terms of Google's Privacy Policy (as may be amended from time to time) available at policies.google.com/privacy.

(ii) You will assist us in securing consents from data subjects to the processing of End User Data in a timely manner before collecting and providing End User Data to us.

(c) Your Responsibilities as Data Controller. To the extent you also access, use, store, or otherwise process Your Data or End User Data for your own purposes, you are also a data controller with respect to Your Data or End User Data. You will maintain a privacy policy that complies with applicable laws and is no less protective of Your Data and End User Data than Google's Privacy Policy. You will obtain necessary consents from data subjects to allow you and us to share Your Data and End User Data, and for your processing of Your Data and End User Data, for the purposes of these terms.

(d) Data Transfer, Processing, and Storage. As part of providing our products and services, we may store, process, and serve End User Data provided to Google and Your Data in the United States or any other country in which Google or its agents maintain facilities. By using the Google products and services, you consent to this transfer, processing, and storage.

(e) Data Return, Deletion, or Amendment. We have no obligation to return Your Data to You, although we will comply with requests from data subjects to delete or amend End User Data provided to us.

(f) Data Deletion and Back-Up. We may delete Your Data from its systems at any time. You are solely responsible for backing up Your Data and End User Data. We will not bear any risk of loss for Your Data or Your access to End User Data.

(g) Usage Analytics. Google will have access to your usage analytics. You are solely responsible for determining the scope of your notification to data subjects.

5. Term. These terms bind you and are effective as an agreement, effective when you click the "I Agree" button or submit the application form referencing these terms. Either party may terminate this agreement effective immediately on written notice. All provisions that under their terms or by implication ought to survive will survive. The agreement formed by these terms may be terminated by us without written notice by removing you from the consultant directory program, which shall be considered permanent termination of this agreement, but which shall be automatically reinstated if you seek and we grant reinstatement to the program.

6. Warranty Disclaimers. TO THE EXTENT PERMITTED BY LAW, FLUTTER AND GOOGLE PROVIDE ALL APPLICABLE PRODUCTS AND SERVICES AND OTHER ITEMS RELATED TO THIS AGREEMENT "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, FLUTTER, GOOGLE AND THEIR SUPPLIERS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Indemnity. You will defend, indemnify, and hold harmless Flutter, Google and their affiliates, directors, officers, employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

(a) your conduct under or in connection with this agreement;
(b) your relationship with your customers, whether obtained via the consultant directory program or otherwise;
(c) your breach of this Agreement; or
(d) claiming that use, possession, or sale of software you develop or your products, services, content, or brand features violates or infringes the third party's rights, including intellectual property rights.

8. Limitation of Liability.

(a) Liability. IN THIS SECTION 8, "LIABILITY" MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.

(b) Limitations. SUBJECT TO SECTION 8 (c) (EXCEPTIONS TO LIMITATIONS):

(i) NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR:
(A) LOSS OF ANY DATA OR COMMUNICATIONS;
(B) LOST PROFITS (WHETHER DIRECT OR INDIRECT);
(C) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR
(D) EXEMPLARY OR PUNITIVE DAMAGES; AND
(ii) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO US$100.

(c) Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR:

(i) FRAUD OR FRAUDULENT MISREPRESENTATION;
(iii) BREACH OF CONFIDENTIALITY;
(iv) YOUR LIABILITY UNDER SECTION 7 (INDEMNITY);
(v) INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR
(vi) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Miscellaneous. All legal notices must be in English, in writing (which may be by email), and addressed to the other party's primary contact, which for Google is legal-notices@google.com. Any amendment must be in writing and signed by both parties. You may not assign any part of this Agreement without Google's prior written consent. Google may assign or delegate its rights and obligations under this Agreement. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. This Agreement states all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN SANTA CLARA COUNTY, CALIFORNIA, USA.