Note: The terms below only apply to your use of AlloyDB Omni Developer Edition obtained via third-party marketplaces, and not any other Google Cloud Platform services, regardless of whether you have already signed an agreement for use of Google Cloud Platform services.
This agreement (the "Agreement") is entered into by Google and the entity or person agreeing to these terms ("you") and govern your access to and use of the Software (defined below). "Google" has the meaning given at https://cloud.google.com/terms/google-entity. If you are accepting this Agreement on behalf of your company or organization you represent and warrant that: (i) you have full legal authority to bind your company or organization to this Agreement and (ii) you agree, on behalf of your company or organization, to this Agreement. If you do not have the legal authority to bind your company or organization, please do not install or use the Software. This Agreement is effective on the date you download the Software (the "Effective Date").
AlloyDB Omni Developer Edition (the “Software”) is a free downloadable, PostgreSQL-compatible database for demanding transactional and analytical workloads that runs on your hardware or environments. It is designed to provide enterprise-grade performance while maintaining compatibility with open-source PostgreSQL. Google provides no support or maintenance for the Software. Google may change, suspend, or discontinue the Software at any time without prior notice. Google may provide documentation describing the appropriate operation of the Software (“Documentation”). You will comply with any restrictions in the Documentation.
Google grants you a royalty-free, limited, non-exclusive, non-sublicensable, non-transferable license to reproduce and use the Software on systems owned, operated, or managed by or on behalf of you in accordance with this Agreement.
3.1. Use. You may authorize employees, agents, and subcontractors, and those of your affiliates, to use the Software in accordance with this Section 3, so long as you remain responsible for them. You may make a reasonable number of copies of the Software for back-up and archival purposes. You may use the Software only for the purposes of developing, testing, prototyping, and demonstrating software programs (in any environment). You may not use the Software for any data processing, business, commercial, or production purposes.
3.2. Restrictions. Except as otherwise stated in this Agreement, and unless a restriction is expressly prohibited by applicable law, you will not: (a) copy, modify, or create a derivative work of the Software; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Software; (c) sell, resell, sublicense, transfer, or distribute any or all of the Software; (d) or use the Software to provide, or make the Software available, in whole or in part, via a hosted or managed service; or (e) access or use the Software in a manner that violates any applicable laws or regulations, including any applicable export or re-export control laws or regulations.
3.3. Acceptable Use Policy. You will not use the Software in any manner that is prohibited for “Services” by the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup), which is incorporated by reference into this Agreement.
3.4. Benchmarking. You may conduct benchmark tests of the Software (each a "Test"). You may not disclose the results of such Tests publicly or to any third party unless you (a) obtain Google's prior written consent, (b) provide Google all necessary information to replicate the Tests, and (c) allow Google to conduct benchmark tests of your publicly available products or services and publicly disclose the results of such tests. Notwithstanding the foregoing, you may not do either of the following on behalf of a hyperscale public cloud provider without Google's prior written consent: (i) conduct (directly or through a third party) any Test of the Software, or (ii) disclose the results of any such Test. This section will survive termination or expiration of the Agreement.
3.5. Open Source Software. If the Software contains open source or third-party components, those components may be subject to separate license agreements, which Google will make available to you. You are responsible for complying with the terms of such license agreements.
Except as expressly described herein, this Agreement does not grant or confer either party any rights, implied or otherwise, to any of the other party’s content or intellectual property.
"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. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
You may provide feedback and suggestions about the Software to Google, and Google and its affiliates may use any feedback or suggestions provided without restriction and without obligation to you.
This Agreement takes effect on the Effective Date, and terminates upon notice of termination from either party. You may terminate this Agreement with written notice by email to legal-notices@google.com. If the Agreement terminates or expires, then you will stop using all Software and delete it from your systems.
GOOGLE PROVIDES ACCESS TO THE SOFTWARE “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. GOOGLE AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY AND OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR DEPLOYMENT AND USE OF THE SOFTWARE ON NON-GOOGLE OWNED OR OPERATED PLATFORMS OR ENVIRONMENTS (“NON-GOOGLE PLATFORMS”) COMPLIES WITH ANY TERMS AND RESTRICTIONS IMPOSED BY THIRD PARTY PROVIDERS OF SUCH NON-GOOGLE PLATFORMS.
8.1. Liability. GOOGLE DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY COMPONENTS OF THE SOFTWARE THAT ARE GOVERNED BY SEPARATE LICENSE AGREEMENTS. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (I) LOST PROFITS, REVENUES, GOODWILL, OR SAVINGS; (II) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES; AND (III) PUNITIVE DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GOOGLE NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY AMOUNTS UNDER THIS AGREEMENT IN EXCESS OF $25,000.
THESE LIMITATIONS OF LIABILITY WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF GOOGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
8.2. Indemnification. You will defend and indemnify Google and its affiliates, directors, officers, and employees against any third-party legal or regulatory proceeding to the extent arising from your breach of Section 3 (Use of the Software).
This Agreement does not create any agency, partnership, or joint venture between the parties. Neither party may assign this Agreement without the written consent of the other party, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement, (b) the assigning party has notified the other party of the assignment, and (c) if you are the assigning party, the assignee is established in the same country as you. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect. All claims arising out of or relating to this Agreement or Software 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; the parties consent to personal jurisdiction in those courts. Except as specifically described otherwise in this Agreement, any amendment to this Agreement must be in writing, expressly state that it is amending this Agreement, and be signed by both parties. This Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of this Agreement. The following sections will survive expiration or termination of this Agreement: Section 2 (Software License); Section 3 (Use); Section 4 (Intellectual Property); Section 6 (Confidential Information; Feedback); Section 7 (Term and Termination); Section 8 (Disclaimers); Section 9 (Liability & Indemnification); Section 10 (Miscellaneous); and Section 11 (Regional Terms for Latin America).
If your address is in Latin America, you agree that provisions related to governing law and venue in Section 10 (Miscellaneous) are superseded as follows:
Governing Law; Arbitration.
(a) Governing Law. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.
(b) Arbitration.
(i) Definitions. “Dispute” means any contractual or non-contractual dispute regarding this Agreement, including its formation, validity, subject matter, interpretation, performance, or termination.
(ii) Settlement. The parties will try to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute. If the parties are unable to resolve the Dispute within 30 days, either party may refer the Dispute to arbitration in accordance with subsection (iii) below (Arbitration).
(iii) Arbitration. The parties will refer all Disputes to final, binding arbitration under the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules. The arbitration will be conducted in English by one arbitrator, in Santa Clara County, California, USA, which will be the seat of arbitration.
(iv) Confidentiality. The arbitration is Confidential Information (including the arbitration’s existence and any oral or written information related to it). However, the parties may disclose to a competent court information necessary to execute any arbitral decision, but only if the confidentiality of those materials is maintained in those judicial proceedings.
(v) Non-Monetary Relief. The arbitrator may only issue its ward based on law, not in equity.
(vi) Fees and Expenses. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
