14.1 Notices. Under the Agreement, notices to
Customer must be sent to the Notification Email Address and
notices to Google must be sent
Notice will be treated as received when the email is sent.
Customer is responsible for keeping its Notification Email
Address current throughout the Term.
14.2 Emails. The parties may use emails to
satisfy written approval and consent requirements under the
14.3 Assignment. Neither party may assign any
part of this Agreement without the written consent of the other,
except to an Affiliate where (a) the assignee has agreed in
writing to be bound by the terms of this Agreement, and (b) the
assigning party has notified the other party of the assignment.
Any other attempt to assign is void. If Customer assigns this
Agreement to an Affiliate in another jurisdiction such that
there is a change in the Google contracting entity as defined
at https://cloud.google.com/terms/google-entity (i)
this Agreement is automatically assigned to the new Google
contracting entity; and (ii) if the Affiliate’s billing account
is in India or Brazil, the applicable terms of service linked
above, and not this Agreement, will apply from the moment of the
14.4 Change of Control. If a party experiences a
change of Control other than as part of an internal
restructuring or reorganization (for example, through a stock
purchase or sale, merger, or other form of corporate
transaction), that party will give written notice to the other
party within 30 days after the change of Control.
14.5 Force Majeure. Neither party will be liable
for failure or delay in performance to the extent caused by
circumstances beyond its reasonable control, including acts of
God, natural disasters, terrorism, riots, or war.
14.6 Subcontracting. Google may subcontract
obligations under the Agreement but will remain liable to
Customer for any subcontracted obligations.
14.7 No Agency. This Agreement does not create
any agency, partnership, or joint venture between the parties.
14.8 No Waiver. Neither party will be treated as
having waived any rights by not exercising (or delaying the
exercise of) any rights under this Agreement.
14.9 Severability. If any part of this Agreement
is invalid, illegal, or unenforceable, the rest of the Agreement
will remain in effect.
14.10 No Third-Party Beneficiaries. This
Agreement does not confer any benefits on any third party unless
it expressly states that it does.
14.11 Equitable Relief. Nothing in this Agreement
will limit either party's ability to seek equitable relief.
14.12 U.S. Governing Law.
(a) For U.S. City, County, and State Government
Entities. If Customer is a U.S. city, county, or state
government entity, then the Agreement will be silent regarding
governing law and venue.
(b) For U.S. Federal Government Entities. If
Customer is a U.S. federal government entity, then the following
applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED
STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY
TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE
STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS
RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND
(II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION
IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA
(c) For All Other Entities. If Customer is any
entity not identified in Section 14.12(a) (U.S. Governing Law
for U.S. City, County, and State Government Entities) or (b)
(U.S. Governing Law for Federal Government Entities), then the
following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW,
EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE
LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA
CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN THOSE COURTS.
14.13 Amendments. Except as stated in Section
1.4(b) (Modifications: To the Agreement) or (c) (Modifications:
To the Data Processing and Security Terms), any amendment must
be in writing, signed by both parties, and expressly state that
it is amending this Agreement.
14.14 Survival. The following Sections will
survive expiration or termination of this Agreement: Section 2
(Payment Terms), Section 5 (Intellectual Property Rights;
Protection of Customer Data; Feedback), Section 7 (Confidential
Information), Section 8.6 (Effect of Termination), Section 11
(Disclaimer), Section 12 (Limitation of Liability), Section 13
(Indemnification), and Section 14 (Miscellaneous).
14.15 Entire Agreement. This Agreement sets out
all terms agreed between the parties and supersedes all other
agreements between the parties relating to its subject matter.
In entering into this Agreement, neither party has relied on,
and neither party will have any right or remedy based on, any
statement, representation, or warranty (whether made negligently
or innocently), except those expressly stated in this Agreement.
The URL Terms are incorporated by reference into the Agreement.
After the Effective Date, Google may provide an updated URL in
place of any URL in this Agreement.
14.16 Conflicting Terms. If there is a conflict
between the documents that make up this Agreement, the documents
will control in the following order (of decreasing precedence):
the Data Processing and Security Terms, the remainder of the
Agreement (excluding the URL Terms), and the URL Terms
(excluding the Data Processing and Security Terms).
14.17 Headers. Headings and captions used in the
Agreement are for reference purposes only and will not have any
effect on the interpretation of the Agreement.
14.18 Conflicting Languages. If this Agreement is
translated into any language other than English, and there is a
discrepancy between the English text and the translated text,
the English text will govern unless expressly stated otherwise
in the translation.
- "Account" means Customer's Google Cloud Platform account.
- "Admin Console" means the online console(s) or dashboard
provided by Google to Customer for administering the
- "Affiliate" means any entity that directly or indirectly
Controls, is Controlled by, or is under common Control with
- "Anti-Bribery Laws" means all applicable commercial and
public anti-bribery laws, including the U.S. Foreign Corrupt
Practices Act of 1977 and the UK Bribery Act 2010, that
prohibit corrupt offers of anything of value, either
directly or indirectly, to anyone, including government
officials, to obtain or keep business or to secure any other
improper commercial advantage. Government officials include:
any government employees, candidates for public office,
members of royal families, and employees of government-owned
or government-controlled companies, public international
organizations, and political parties.
- "AUP" means the then-current acceptable use policy for the
- "BAA" or "Business Associate Agreement" is an amendment to
the Agreement covering the handling of Protected Health
Information (as defined in HIPAA).
- "Brand Features" means the trade names, trademarks,
service marks, logos, domain names, and other distinctive
brand features of each party, respectively, as secured by
such party from time to time.
- "Confidential Information" means information that one
party (or an Affiliate) discloses to the other party under
this Agreement, and which is marked as confidential or would
normally under the circumstances be considered confidential
information. It does not include information that is
independently developed by the recipient, is rightfully
given to the recipient by a third party without
confidentiality obligations, or becomes public through no
fault of the recipient. Subject to the preceding sentence,
Customer Data is considered Customer's Confidential
- "Control" means control of greater than 50 percent of the
voting rights or equity interests of a party.
- "Customer Application" means a software program that
Customer creates or hosts using the Services.
- "Customer Data" means data provided to Google by Customer
or End Users through the Services under the Account.
- "Data Processing and Security Terms" means the terms
- "Documentation" means the Google documentation (as may be
updated from time to time) in the form generally made
available by Google to its customers for use with the
- "End Users" means the individuals who are permitted by
Customer to use the Services. For clarity, End Users may
include employees of Customer Affiliates and other
authorized third parties.
- "Export Control Laws" means 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.
- "Fee Accrual Period" means a calendar month or another
period specified by Google in the Admin Console.
- "Fees" means the applicable fees for each Service or
Software plus any applicable Taxes. The Fees for each
Service are stated
at https://cloud.google.com/skus/ (incorporated
into the Agreement by this reference).
- "Google API" means any application programming interface
provided by Google as part of the Services.
- "High Risk Activities" means activities where the use or
failure of the Services would reasonably be expected to lead
to death, personal injury, or environmental or property
damage (such as the creation or operation of nuclear
facilities, air traffic control, life support systems, or
- "HIPAA" means the Health Insurance Portability and
Accountability Act of 1996 as it may be amended from time to
time, and any regulations issued under it.
- "including" means including but not limited to.
- "Indemnified Liabilities" means any (i) settlement amounts
approved by the indemnifying party and (ii) damages and
costs finally awarded against the indemnified party by a
court of competent jurisdiction.
- "Intellectual Property Rights" means current and future
worldwide rights under patent, copyright, trade secret,
trademark, and moral rights laws, and other similar rights.
- "Legal Process" means an information disclosure request
made under law, governmental regulation, court order,
subpoena, warrant, or other valid legal authority, legal
procedure, or similar process.
- "Liability" means any liability, whether under contract,
tort (including negligence), or otherwise, regardless of
whether foreseeable or contemplated by the parties.
- "Notification Email Address" means the email address(es)
designated by Customer in the Admin Console.
- "Project" means a collection of Google Cloud Platform
resources configured by Customer via the Services.
- "Service Specific Terms" means the then-current terms
specific to one or more Services stated
at https://cloud.google.com/terms/service-terms .
- "Services" means the then-current services described
excluding any Third-Party Offerings.
- "SLA" means each of the then-current service level
- "Software" means any downloadable tools, software
development kits, or other such computer software provided
by Google in connection with the Services, and any updates
Google may make to such Software from time to time,
excluding any Third-Party Offerings.
- "Suspend" or "Suspension" means disabling or limiting
access to or use of the Services or components of the
- "Taxes" means all government-imposed taxes, except for
taxes based on Google's net income, net worth, asset value,
property value, or employment.
- "Term" has the meaning stated in Section 8.1 (Agreement
Term) of this Agreement.
- "Third-Party Offerings" means (a) third-party services,
software, products, and other offerings that are not
incorporated into the Services or Software and (b) offerings
identified in the "Third-Party Terms" section of the Service
- "Third-Party Legal Proceeding" means any formal legal
proceeding filed by an unaffiliated third party before a
court or government tribunal (including any appellate
- "Trademark Guidelines" means Google's Guidelines for Third
Party Use of Google Brand Features
- "TSS" means the then-current technical support service
provided by Google to Customer under the TSS Guidelines.
- "TSS Guidelines" means Google's technical support services
guidelines then in effect for the Services. TSS Guidelines
at https://cloud.google.com/terms/tssg/ (under
Google Cloud Platform Services).
- "URL Terms" means, collectively, the AUP, Data Processing
and Security Terms, Service Specific Terms, SLA, and TSS