1.1. General. During the Term and subject to this Agreement, Customer may access and use the Marketplace in order to purchase Vendor Products.

1.2. Accounts. Customer must have a GCP Account to use the Marketplace and Vendor Products and is responsible for the information it provides to create the account, the security of its passwords for the GCP Account, and for any use of its GCP Account.

1.3. Linked Sites. URL links made available via the Marketplace may allow Customer to leave the Marketplace website to go to sites and web pages not controlled by Google (“Linked Site(s)”). Google is not responsible for the Linked Sites (or any weblink or URL contained on them) in any manner, including related content and security or privacy practices. Any access Google provides to Linked Sites is done solely as a Customer convenience, and the inclusion of any link to a Linked Site does not imply endorsement by Google of the Linked Site.

Vendor Products will be included in Customer’s invoice for Google Cloud Platform services. All invoicing and payment terms in the GCP Agreement will apply to Vendor Products.

3.1. Compliance. Customer will (a) ensure that Customer and its End Users' use of the Marketplace complies with the Agreement, and (b) promptly notify Google of any unauthorized use of, or access to, the Marketplace.

3.2. Third Party License Terms. Customer may be required to accept a Vendor Agreement or additional related terms with a Vendor applicable to its use of a Vendor Product. Access to and use of a BYOL Product is governed by the third-party software license agreements associated with that BYOL Product.

3.3. Vendor Access to Customer Data. Certain Vendor Products may require the Vendor to access Customer Data from the Customer’s GCP Account in order to provide the Vendor Product, as described in the relevant product listing. By purchasing or enabling any such Vendor Product, Customer will be instructing Google (pursuant to the Data Processing and Security Terms under Customer’s GCP Agreement) to share Customer Data with the Vendor of such Vendor Product in order for the Vendor to provide the Vendor Product and in connection with any technical support requests under Section 6 (Support for Vendor Products). Customer acknowledges that Google will have no further access to or control over any Customer Data once shared with the Vendor, that Vendor will not be a Subprocessor (as defined in the Data Processing and Security Terms under Customer’s GCP Agreement) in respect of Google’s sharing of Customer Data with the Vendor, and that Vendor’s access, use, storage, deletion and processing of such Customer Data will be governed by a Vendor Agreement or other terms governing Vendor’s provision of the Vendor Product to Customer, and not this Agreement.

3.4. Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Marketplace or Vendor Products; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Marketplace or Vendor Products (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Marketplace or Vendor Products; or (d) access or use the Marketplace or Vendor Products in violation of the AUP or in a manner intended to avoid incurring Fees or to circumvent usage limits or quotas.

3.5. Copyright. Google provides information to help copyright holders manage their intellectual property online, but Google cannot determine whether something is being used legally without input from the copyright holders. Google will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is infringing Customer's or its End User's copyrights and would like to notify Google, Customer can find information about submitting notices, and Google's policy about responding to notices, at https://www.google.com/dmca.html.

3.6. VM Product Deployment. Unless otherwise expressly stated in the Vendor Product listing, Customer and its End Users may only deploy Vendor Products with a virtualization component in Google Cloud Platform instances managed by Customer or its End Users. Vendor Products with a virtualization component may not be deployed outside of the Google Cloud Platform.

If Google becomes aware that Customer's or any End User's use of the Marketplace or any Vendor Product violates the AUP, Google will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within the timeframe listed in the request (or within 72 hours if no timeframe is listed), then Google may suspend all or part of Customer's access to or use of the Marketplace or Vendor Products until the violation is corrected. Additionally, any Google suspension pursuant to the GCP Agreement may impact Customer’s ability to access Vendor Products. Any suspension under this Section will be to the minimum extent and for the shortest duration required to resolve the cause for suspension. This Section does not cover any suspensions that may be required by a Vendor.

Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Marketplace.

6.1. Vendor Products Generally. Except as otherwise specified in Section 6.2 (Google Supported Products), any technical support for Vendor Products will be provided by the applicable Vendor on terms agreed to between the Vendor and Customer. Subject to Section 6.2 (Google Supported Products), Google will not be responsible or liable for any technical support to Customer for any Vendor Products, including any security updates or patches provided by Vendor.

6.2. Google Supported Products. For certain Vendor Products, as described in the applicable product listing page, Google (and not the Vendor) will provide all frontline technical support (“Google Supported Products”). In order to receive access to technical support for Google Supported Products, Customer must purchase a technical support package for Google Cloud Platform pursuant to the Customer’s GCP Agreement. Google will provide Customer with the same level of technical support for Google Supported Products that Customer has purchased for Google Cloud Platform (e.g., Development, Production or Enterprise level support) as described at https://cloud.google.com/terms/tssg/. Any Customer support requests directed to a Vendor for Google Supported Products may be rerouted to Google for frontline support, unless the Customer has purchased a separate support package from the Vendor for such Google Supported Product, in which case Customer may also be entitled to receive frontline support from the Vendor in accordance with the relevant support terms between Customer and Vendor.

7.1. To the Marketplace. Google may make commercially reasonable updates to the Marketplace from time to time. Google will notify Customer of any material changes to the Marketplace.

7.2. To the Agreement. Google may make changes to this Agreement from time to time. Google will provide notice of material changes and unless otherwise noted by Google, such changes will become effective 30 days after they are posted, except to the extent the changes apply to new functionality in which case they will be effective immediately. For clarity, changes to this Agreement do not result in changes to any Vendor Agreement.

a. If Customer does not agree to the revised Agreement, Customer may stop using the Marketplace and Vendor Products. Customer may also terminate this Agreement for convenience under Section 9.3 (Termination for Convenience). Customer's continued use of the Marketplace after such material change will constitute Customer's consent to such changes. Google will post any modification to this Agreement to https://cloud.google.com/terms/marketplace/launcher.

b. If a change under this Section 7.2 has a material adverse impact on Customer during an active subscription term for a Vendor Product and is not a result of Google complying with a court order or applicable law, Customer may notify Google within sixty (60) days of the change that Customer objects to the change. Upon such notice, Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current subscription term.

7.3. To Fees. Google may change Fees for Vendor Products upon 30 days’ notice, provided that any Fee changes for Subscription Products will not become effective during any then-current subscription term.

7.4. Removal and Discontinuation of Vendor Products.

a. Removal of Vendor Products. Subject to Section 7.4(b) (Discontinuation of Subscription Products), Google may only remove or prohibit access to a Vendor Product from the Marketplace if (i) Google is no longer contractually permitted to offer the Vendor Product on the Marketplace; (ii) Google is otherwise requested to remove it by the respective Vendor; or (iii) Google becomes aware or determines that a Vendor Product (1) violates the intellectual property rights or any other rights of Google or any third party; (2) violates any applicable law or is subject to an injunction; (3) is pornographic, obscene or otherwise violates Store policies or other terms of service as may be updated by Google from time to time; (4) may create liability for Google; (5) is deemed by Google to have a virus or to be malware, spyware or other malicious code; (6) is impacting the integrity of Google’s or Customer’s network or servers (e.g., Customers are unable to access the Vendor Product or otherwise experience difficulty); or (7) is not meeting acceptable standards, including based on performance measurements such as uninstall and/or refund rates, as determined solely by Google. In each case, Google will use commercially reasonable endeavours to provide at least six (6) months notice before a Vendor Product is removed pursuant to Section 7.4(a)(i)-(a)(ii), and will provide advance notice where practicable before a Vendor Product is suspended pursuant to this Section 7.4(a) or removed pursuant to Section 7.4(a)(iii).

b. Discontinuation of Subscription Products. If a removed Vendor Product is a Subscription Product, Customer acknowledges and agrees that the duration a Subscription Product will remain available after being removed from the Marketplace will be determined by the applicable Vendor and not by Google. If a Subscription Product purchased by Customer is discontinued before its applicable subscription term has expired, then (i) if Customer has prepaid for use of the Subscription Product for the duration of subscription term, Google will provide a prorated refund of any prepaid Fees to Customer, and (ii) if Customer has committed to paying fees for the duration of the subscription term, Customer’s commitment will be relieved for the remaining portion of the subscription term.

8.1. Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient’s rights and fulfill its obligations under the 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.

8.2. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process.

9.1. Agreement Term. The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 9 (Term and Termination).

9.2. Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party cannot pay its debts as they become due; enters into an arrangement or composition with or for the benefit of its creditors; goes into administration, receivership, administrative receivership or liquidation; is declared bankrupt or insolvent; or is dissolved or otherwise ceases its business operations.

9.3. Termination for Convenience. Customer may stop using the Marketplace or any Vendor Product at any time. Subject to Customer fulfilling all its financial commitments under this Agreement (including payment of all Fees for the remaining duration of the subscription term for a Subscription Product), Customer may terminate this Agreement for its convenience. Upon termination, Customer must cease use of the applicable Vendor Products.

9.4. Effect of Termination. If the Agreement is terminated, then (a) all rights and access to the Marketplace and Vendor Products will terminate, unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Google are immediately due upon Customer’s receipt of the final electronic bill or as set forth in the final invoice. If the Agreement terminates before the end of any outstanding subscription term for any Subscription Product for any reason other than Google's uncured material breach in accordance with the Agreement, all unpaid Fees remaining for the duration of the subscription term will become due and payable upon termination.

9.5. Transition Assistance. Upon request, Google will use reasonable endeavors to provide transition assistance to facilitate Customer’s continued use of a Vendor Product after termination.

Customer may state publicly that it is a customer of the Marketplace, consistent with Google's Guidelines for Third Party Use of Google brand resources at https://www.google.com/permissions/guidelines.html. Google may revoke this right with written notice to the other party and a reasonable period to stop the use.

Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Marketplace and Vendor Products, as applicable.

Subject to Section 13.3 (Unlimited Liabilities):

12.1. Except as expressly provided for in the Agreement, Google does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any representations, conditions, warranties, or other terms of any kind, whether express, implied, statutory, or otherwise, including warranties of satisfactory quality, fitness for a particular purpose or use, title, noninfringement, conformance with description, or error-free or uninterrupted use of the Marketplace and (b) any representations, conditions, warranties or other terms regarding any Vendor Products, including any representations, conditions or warranties (i) related to the performance, functionality, or security of any Vendor Products or (ii) that any Vendor Product listings in the Marketplace are accurate or up-to-date.

12.2. Google expressly disclaims any responsibility or liability related to a Vendor’s provision of Vendor Products (including any related technical support) and any data shared with a Vendor in connection with this Agreement or a Vendor Product.

13.1. Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 13.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any:

indirect, consequential, special, incidental, or punitive damages;

loss of revenues;

loss of profits;

loss of savings; or

loss of goodwill.

13.2. Limitation on Amount of Liability. Subject to Section 13.3 (Unlimited Liabilities), each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the greater of (i) the Fees paid by Customer to Google for use of Vendor Products during the three (3) months before the event giving rise to the Liability, and (ii) twenty five thousand pounds sterling (£25,000).

13.3. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:

a. death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;

b. its fraud or fraudulent misrepresentation;

c. its obligations under Section 14 (Indemnification);

d. its infringement of the other party’s Intellectual Property Rights;

e. breach of any implied condition as to title or quiet enjoyment;

f. its payment obligations under the Agreement; or

g. matters for which liability cannot be excluded or limited under applicable law.

Customer will indemnify Google and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from Customer’s or an End User’s violation of the AUP.

This indemnity is conditioned on the following:

a. Any indemnified party must promptly notify Customer in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with Customer to resolve the allegation(s) and Third-Party Legal Proceeding.

b. Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to Customer, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

15.1. Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Google must be sent to legal-notices@google.com. 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 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 a region listed in Section 16, 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.

15.5. 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.

15.6. Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

15.7. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

15.8. 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.

15.9. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

15.10. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.11. Equitable 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.

15.12. Governing Law.

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 (Miscellaneous).

15.15. Entire 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 Agreement.

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 the Agreement.

15.17. 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.

15.18. Definitions.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“AUP” means the then-current acceptable use policy for the Marketplace stated at https://cloud.google.com/terms/marketplace-aup.

“BYOL 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.

“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.

“Control” means control of greater than 50 percent of the voting rights or equity interests of a party.

“Customer Data” has the meaning given to it in the GCP Agreement.

“End Users” means the individuals who are permitted by Customer to use the Marketplace or Vendor Products.

“Fees” means the applicable fees for any Vendor Product and any applicable Taxes.

“GCP Account” means Customer's Google Cloud Platform account.

“Google Product” means any software, service, or dataset provided by Google, and any updates to the foregoing.

“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 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.

“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.

“Marketplace” means Google’s repository for offerings made available for use with Google Cloud Platform, available at https://console.cloud.google.com/marketplace or a successor URL.

“Notification Email Address” means the email address(es) designated by Customer in its GCP Admin Console.

“Subscription 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.

“Taxes” means all government-imposed taxes, except for taxes based on Google's net income, net worth, asset value, property value, or employment.

“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

“Vendor” means a third-party software or service vendor that makes offerings available on the Marketplace.

“Vendor Agreement” means a separate agreement between Customer and Vendor governing Customer’s use of a Vendor Product.

“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.”