For Latin America (all regions excluding Brazil and Mexico), when the Google contracting entity is Google LLC, the section entitled "Governing Law" is replaced as follows:
X. Governing Law, Arbitration.
(a) Governing Law. This Agreement is governed by the laws of the State of California, USA, excluding its conflict 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 in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute in accordance with the Section in the Agreement entitled "Notices". If the parties are unable to resolve the Dispute within this 30 day period, either party may refer the Dispute to arbitration in accordance with Section C (b) (iii) (Arbitration) below.
(iii) Arbitration. The parties will refer all Disputes to final, binding arbitration under the rules of the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules ("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 award 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.
When the Google contracting entity is Google Cloud Brasil Computação e Serviços de Dados Ltda., the section entitled "Governing Law" is replaced as follows:
X. Governing Law & Arbitration. This Agreement is governed by Brazilian Law. ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES WILL BE SETTLED BY ARBITRATION, AS DESCRIBED BELOW.
(a) Definitions. "Dispute" means any contractual or non-contractual dispute regarding this Agreement, including its formation, validity, subject matter, interpretation, performance, or termination.
(b) Settlement. The parties will try in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute in accordance with the provision of the Agreement related to notices. If the parties are unable to resolve the Dispute within this 30-day period, either party may refer the Dispute to arbitration in accordance with Section X(c) (Arbitration).
(c) Arbitration. The parties will refer all Disputes to final, binding arbitration under the rules of the Center of Arbitration and Mediation of the Brazil-Canada Chamber of Commerce in force as of this Agreement’s Effective Date ("Rules"). The arbitration will be conducted in Portuguese by three arbitrators in São Paulo, SP, Brazil, which will be the seat of arbitration.
(d) 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.
(e) Non-Monetary Relief. The arbitrator(s) may only issue its award based on law, not in equity, and may not award non-monetary relief.
(f) 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.
When the Google contracting entity is Google Cloud México, S. de R.L. de C.V. the section entitled "Governing Law" is replaced as follows:
X. Governing Law & Arbitration.
(a) Governing Law. This Agreement is governed by the laws of the United Mexican States, excluding choice of law 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 in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute in accordance with provision of the Agreement related to notices. If the parties are unable to resolve the Dispute within this 30-day period, either party may refer the Dispute to arbitration in accordance with Section X(iii) (Arbitration).
(iii) Arbitration. Except as prohibited by applicable law, the parties will refer all Disputes to final, binding arbitration under the Arbitration Rules of the National Chamber of Commerce of Mexico City in force as of this Agreement’s Effective Date ("Rules"). The arbitration will be conducted in Spanish by one arbitrator, mutually selected by the parties, in Mexico City, Mexico, 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 (a) require the aid of the competent courts before or during the arbitral proceeding; or (b) 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 award based on law, not in equity, and may not award non-monetary relief.
(vi) Fees and Expenses. Each party will bear its own lawyers’ and experts’ fees and expenses, and the arbitrator's final decisión must not include any rulings in this regard.
For Europe, the Middle East and Africa, the Agreement shall be amended as follows:
The Section entitled "Liability", "Limited Liabilities;" or "Limitation of Liability" is replaced as follows:
Section X (Liability)
X.1 Limited Liabilities. Neither party will have any liability arising out of or relating to the Agreement for any:
(a) loss of profits;
(b) loss of anticipated savings;
(c) loss of business opportunity;
(d) loss of reputation or goodwill; or
(e) indirect or consequential losses.
X.2 Limitation of Liability. Subject to Section X.3 below each party’s total aggregate liability (whether under contract, tort (including negligence) or otherwise) for damages arising out of or relating to the Agreement is limited to US $10,000.
X.3 Exclusions. Nothing in the Agreement excludes or limits either party’s liability for:
(a) death or personal injury resulting from its negligence;
(b) fraud or fraudulent misrepresentation;
(c) obligations under Section 10 (Indemnity); or
(d) matters for which liability cannot be excluded or limited under applicable law.
Section Y (Governing Law) is replaced as follows:
Y. Governing Law. The Agreement and any dispute(s) (contractual or non-contractual) concerning the Agreement or its subject matter or formation (a "Dispute") is/are governed by English law. Any Dispute will be referred to and finally resolved by arbitration under the rules of the LCIA, which rules are deemed to be incorporated by reference into this Section. The number of arbitrators will be three. The seat, or legal place of arbitration will be London, England. The language to be used in the arbitration will be English. This Section Y is without prejudice to the right of either party to apply to any court of competent jurisdiction for emergency, interim or injunctive relief (together "Interim Relief").
For APAC, the Agreement will be amended as follows:
The Section entitled "Liability", "Limited Liabilities," or "Limitation of Liability" is replaced as follows:
Section X (Liability)
X.1 Limited Liabilities. To the extent permitted by applicable law, neither party will have any liability arising out of or relating to the Agreement for any (i) indirect, consequential, special, incidental, or punitive damages; or (ii) lost revenues, profits, savings, or goodwill.
X.2 Limitation of liability. Subject to Section X.3 below each party’s total aggregate liability for damages arising out of or relating to this Agreement is limited to US $10,000.
X.3 Exclusions. Nothing in this Agreement excludes or limits either party’s liability for:
(a) death or personal injury resulting from its negligence or negligence of its employees or agents;
(b) fraud or fraudulent misrepresentation;
(c) obligations under Section 9 (Indemnity); or
(d) matters for which liability cannot be excluded or limited under applicable law.
Section Y (Governing Law) is replaced as follows:
Y. Governing Law; Arbitration.
(a) ALL CLAIMS ARISING OUT OR RELATING TO THE AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("DISPUTE") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES.
(b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of the Agreement ("Rules").
(c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
(d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.
(e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection (e).
(f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
(g) Any arbitration proceeding conducted in accordance with this Section will be considered Confidential Information under the Agreement's confidentiality section, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
(h) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.
(i) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
For Indonesia: A new section Z is added as follows:
Z. Termination Waiver. The parties agree to waive any provisions under any applicable laws to the extent that a court decision or order is required for the cancellation of this Agreement.
