15.1. Notices. Under the
Agreement, notices to Customer must be sent to the
Notification Email Address and notices to Google must be
Notice will be treated as received when the email is sent.
Customer is responsible for keeping its Notification Email
Address current throughout the Term.
15.2. Emails. The parties may
use emails to satisfy written approval and consent
requirements under the Agreement.
15.3. 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
(i) this Agreement is automatically assigned to the new
Google contracting entity; and (ii) if the Affiliate’s
billing account is in a region listed in Section 16 of the
Google Cloud Marketplace Terms of Service
(“Universal TOS”) posted at
(or any successor URL where the Universal TOS may be
posted), the applicable terms of service linked in that
section, and not this Agreement, will apply from the
moment of the assignment.
15.4. 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.
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.
15.6. Subcontracting. Google
may subcontract obligations under the Agreement but will
remain liable to Customer for any subcontracted
Agency. This Agreement does not create any
agency, partnership, or joint venture between the parties.
Waiver. Neither party will be treated as
having waived any rights by not exercising (or delaying
the exercise of) any rights under this Agreement.
15.9. Severability. If any part
of this Agreement is invalid, illegal, or unenforceable,
the rest of the Agreement will remain in effect.
Third-Party Beneficiaries. This Agreement
does not confer any benefits on any third party unless it
expressly states that it does.
Relief. Section 15.12 below shall be
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").
Except where Customer has its registered office or
principal place of business in Russia or Ukraine, such
Interim Relief shall be subject to review and subsequent
adjudication by the arbitral tribunal such that any
dispute in respect of Interim Relief shall be determined
by the arbitral tribunal.
This Agreement and any
dispute (contractual or non-contractual) concerning this
Agreement or its subject matter or formation (a
“Dispute”) are governed by English law.
Any Dispute shall 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 15.12. The number of
arbitrators shall be three. The seat, or legal place, of
arbitration shall be London, England. The language to be
used in the arbitration shall be English.
15.13. Amendments. Except as
stated in Section 7 (Modifications), any amendment must be
in writing, signed by both parties, and expressly state
that it is amending this Agreement.
15.14. Survival. The following
Sections will survive expiration or termination of this
Agreement: Section 2 (Payment Terms), Section 5
(Intellectual Property Rights), Section 8 (Confidential
Information), Section 9.4 (Effect of Termination), Section
12 (Disclaimer), Section 13 (Limitation of Liability),
Section 14 (Indemnification), and Section 15
Agreement. Subject to Section 13.3
(Unlimited Liabilities): (i) this Agreement sets out all
terms agreed between the parties and supersedes all other
agreements between the parties relating to its subject
matter, (ii) in entering into this Agreement, neither
party has relied on, and neither party will have any right
or remedy based on, any statement, condition,
representation, or warranty (whether made negligently or
innocently), except those expressly stated in this
Agreement, and (iii) after the Effective Date, Google may
provide an updated URL in place of any URL in this
15.16. Headers. Headings and
captions used in the Agreement are for reference purposes
only and will not have any effect on the interpretation of
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.
means any entity that directly or indirectly Controls, is
Controlled by, or is under common Control with a party.
the then-current acceptable use policy for the Marketplace
Product” means any software, service, or
dataset provided by a Vendor, and any updates to the
foregoing, which are labeled in the Marketplace as “Google
Click to Deploy” or “BYOL” and not redeemed by means of
exchanging a licence key purchased on the Marketplace.
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.
means control of greater than 50 percent of the voting
rights or equity interests of a party.
Data” has the meaning given to it in the GCP
means the individuals who are permitted by Customer to use
the Marketplace or Vendor Products.
the applicable fees for any Vendor Product and any
Account” means Customer's Google Cloud Platform
Product” means any software, service, or
dataset provided by Google, and any updates to the
means including but not limited to.
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.
Property Rights” means all patent rights,
copyrights, trademark rights, rights in trade secrets (if
any), design rights, database rights, domain name rights,
moral rights, and any other intellectual property rights
(registered or unregistered) throughout the world.
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.
means any liability, whether under contract, tort
(including negligence), or otherwise, regardless of
whether foreseeable or contemplated by the parties.
“Marketplace” means Google’s repository
for offerings made available for use with Google Cloud
at https://console.cloud.google.com/marketplace or
a successor URL.
Address” means the email address(es) designated
by Customer in its GCP Admin Console.
Product” means a Vendor Product made available
to customers on a subscription basis, with either a
prepayment or commitment to pay for a given time period.
means all government-imposed taxes, except for taxes based
on Google's net income, net worth, asset value, property
value, or employment.
Proceeding” means any formal legal proceeding
filed by an unaffiliated third party before a court or
government tribunal (including any appellate proceeding).
means a third-party software or service vendor that makes
offerings available on the Marketplace.
Agreement” means a separate agreement between
Customer and Vendor governing Customer’s use of a Vendor
Product” means any software, service, or
dataset provided by Vendors, and any updates to the
foregoing, made available through the Marketplace, in each
case excluding BYOL Products. For the avoidance of doubt,
Google Products are not included in “Vendor Products.”