Notices. Under the Agreement, notices to
Customer must be sent to the Notification Email Address
and notices to Google must be sent to
Notice will be treated as received when the email is sent.
Customer is responsible for keeping its Notification Email
Address current throughout the Term.
Emails. The parties may use emails to
satisfy written approval and consent requirements under
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
(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
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.
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.
Waiver. Neither party will be treated as having
waived any rights by not exercising (or delaying the
exercise of) any rights under this Agreement.
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.
Relief. Nothing in this Agreement will limit
either party's ability to seek equitable relief.
15.12. U.S. Governing
(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 COUNTY, CALIFORNIA.
(c) For All
Other Entities. If Customer is any entity not
identified in Section 15.12(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.
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.
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. 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. 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
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 Asia Pacific Region.
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 license 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
Europe, the Middle East, and Africa.
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 current and future
worldwide rights under patent, copyright, trade secret,
trademark, and moral rights laws, and other similar
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.”