Google Maps

A. These Google Maps Partner Toolkit Terms (these "Toolkit Terms") are between the partner (the "Partner") submitting an order for a Toolkit (as defined below) and the Google entity ("Google") with whom Partner has a binding agreement to resell Google products and services (the "Partner Agreement").

B. These Toolkit Terms are effective as of the date specified on Partner's order form for the applicable Toolkit (the "Toolkit License Effective Date").

C. Partner must (unless otherwise approved by Google) meet the minimum requirements for its participation in the Google Cloud & Google for Education Commercial Partner Program (the "Partner Program") to be eligible to license the Toolkit.

1. Definitions and Interpretation. In these Toolkit Terms:

1.1 "Google TOS" means the terms and conditions that govern the use of the applicable Toolkit, as identified at https://cloud.google.com/maps-platform/terms/other/partner-toolkits-available/ (or such other URL as Google makes available from time to time).

1.2 "Toolkit" means the applicable Google Maps product listed at https://cloud.google.com/maps-platform/terms/other/partner-toolkits-available/ (or such other URL as Google makes available from time) and that is indicated on the Partner's order form.

1.3"Toolkit License Term" means 12 months from the Toolkit License Effective Date.

2. Use of Toolkit.

(A) Subject to Partner's compliance with the these Toolkit Terms, the Partner Agreement and the applicable Google TOS (including payment of all applicable fees and taxes), Google grants to Partner a non-sublicensable, non-transferable, non-exclusive, terminable license to, during the Toolkit License Term only, use the Toolkit solely for the purpose of Partner's internal research and development of products and services complementary to the Google Maps products.

(B) Partner may not resell the Toolkit, use the Toolkit on behalf of any third party, or use the Toolkit in any production capacity except as expressly provided in subsection (A) above.

3. Google TOS. Except as expressly stated otherwise in these Toolkit Terms, Partner's access to and use of the Toolkit is governed by the terms and conditions of the applicable Google TOS. In the event of a conflict between the Google TOS and these Toolkit Terms, these Toolkit Terms will take precedence.

4. Term and Termination.

4.1 Toolkit License Term. Subject to Partner's compliance with these Toolkit Terms, the Partner Agreement and the applicable Google TOS (including payment of all applicable fees and taxes), these Toolkit Terms will remain in effect for the Toolkit License Term.

4.2 Partner Good Standing. Google may terminate this Agreement at any time that Partner does not meet the applicable minimum requirements for its participation in the Google Partner Program, or if the Partner Agreement has been terminated.

4.3 Mutual Termination Rights. Either party may terminate these Toolkit Terms effective immediately on written notice if the other party:

(A) is in material breach of these Toolkit Terms and fails to cure the breach within 30 days after receipt of written notice; or

(B) materially breaches these Toolkit Terms more than two times regardless of its cure of those breaches.

4.4 Effects of Termination.

(A) General. When these Toolkit Terms terminate, all rights and licenses granted to Partner under these Toolkit Terms will cease immediately.

(B) Termination for Partner's breach. If Google terminates these Toolkit Terms for Partner's breach, then all amounts owed by Partner under these Toolkit Terms will be immediately due.

(C) Survival. Those provisions that by their nature should survive termination of these Toolkit Terms, will survive termination of these Toolkit Terms.

5. Toolkit Technical Support Services. Google will provide Silver Support in accordance with the product-specific technical support services described in the applicable Google TOS.

6.Invoicing and Payment. These Toolkit Terms, and Partner's purchase of the Toolkit, are subject to the invoicing and payment provisions of the Partner Agreement.

7. Enforcement. By using the Toolkit, Partner accepts Google's offer to enter into a binding contract on the terms of these Toolkit Terms and the applicable Google TOS. Partner represents that: (a) it has full power and authority to enter into these Toolkit Terms; and (b) the Toolkit Terms are Partner's valid and binding obligation, enforceable in accordance with their terms.