14.1. Notices. Under the Agreement,
notices to Partner 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.
Partner is responsible for keeping its Notification Email
14.2. Emails. The parties may use
emails to satisfy written approval and consent
requirements under the Agreement.
14.3. 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 Partner assigns this
Agreement to an Affiliate in another jurisdiction such
that there is a change in the Google contracting entity as
defined at Contract 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 15
(Regional and Public Sector Terms), the applicable terms
in that section will apply from the moment of the
14.4. 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.
and Warranties. 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.
Subcontracting. Google may subcontract
obligations under the Agreement but will remain liable to
Partner for any subcontracted obligations.
Agency. Except as otherwise stated herein, 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.
14.10. 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. Nothing in this Agreement will limit
either party's ability to seek equitable relief.
Law. The Reseller Agreement’s governing law and
(if applicable) dispute resolution provisions also apply
to this Agreement.
Except as stated in Section 6 (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 and Discount), Section 7.1
(Termination of Agreement), Section 7.2 (Cessation of
Use), Section 7.4 (Fees for Removed Subscription
Products), Section 7.5 (Transition Assistance), Section 8
(Confidential Information), Section 9 (Intellectual
Property Rights), Section 10 (Disclaimer), Section 11
(Linked Sites), Section 12 (Limitation of Liability),
Section 14 (General), and Section 15 (Regional and Public
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. Google may provide an
updated URL in place of any URL in this Agreement at any
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.
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.
any entity that directly or indirectly Controls, is
Controlled by, or is under common Control with a party.
“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 license key purchased on
control of greater than 50 percent of the voting rights or
equity interests of a party.
“Partner Data” has the
meaning given to it in the Reseller Agreement.
“Customer” means the
entity to which Partner or Reseller resells Vendor
Products purchased from the Marketplace.
“Fees” means the
applicable fees for any Vendor Product and any applicable
“GCP Account” means
Partner’s, Reseller’s, or Customer's Google Cloud Platform
account, as applicable.
“GCP Admin Console” means
the online console(s) and/or tool(s) provided by Google to
Partner or Reseller for administering Google Cloud
“Google Product”, also referred to as a
“Google Service”, means any
software, service, or product made available via the
Marketplace by Google or its Affiliates, and any updates
to the foregoing.
means an entity authorized by Google to distribute GCP
under the Google Cloud Partner Advantage Program or any
successor channel partner program.
including but not limited to.
“Intellectual Property Rights” means current
and future worldwide rights under patent, copyright, trade
secret, trademark, and moral rights laws, and other
any liability, whether under contract, tort (including
negligence), or otherwise, regardless of whether
foreseeable or contemplated by the parties.
Google’s repository for offerings made available for use
with Google Cloud Platform, available at
or a successor URL. For the avoidance of doubt,
Marketplace is neither a Google Product nor Google Service
and any terms of the Reseller Agreement relating to Google
Products or Google Services do not apply to Marketplace.
“Marketplace TOS” or
“Marketplace Terms of Service” means the
then-current direct Marketplace terms provided at:
“Notification Email Address” means the email
address(es) designated by Partner in its Google Cloud
Platform Admin Console.
“Partner End Users" means the individuals who
are permitted by Partner to use the Marketplace or Vendor
to the Google Cloud channel partner program as described
in the Program Guide and as such program may be rebranded
from time to time by Google.
“Program Guide” means the then-current Google
Cloud Partner Advantage Guide for the Program available at
the Program Resource Site or at any other location
communicated to Partner by Google.
“Program Resource Site” means Google’s
then-current website at
that makes relevant information regarding Google’s Partner
Program available to Partner.
either a third party that is directly authorized by Google
to resell or supply the applicable Vendor Product(s) under
the Program or an entity who is authorized by a GCP
Distributor to resell or supply the applicable Vendor
means a Vendor Product for which the Partner has either
prepaid Fees or committed to pay Fees for a given time
“Taxes” means all
government-imposed taxes, except for taxes based on
Google's net income, net worth, asset value, property
value, or employment.
“TSS Guidelines” means
Google's technical support services guidelines then in
effect for the services. TSS Guidelines are at
(under Google Cloud Platform Services).
“URL Terms” means,
collectively, the Brand Guidelines, Contracting Entity
Page, Marketplace, Marketplace TOS, Program Resource Site,
and TSS Guidelines.
“Vendor” means a
third-party software or service vendor that makes
offerings available on the Marketplace for resale by
Google-authorized resellers under the Program.
“Vendor Agreement” means a separate agreement
(between Vendor and Customer, Reseller, and/or Partner)
governing Customer’s access to and use of, and/or
Partner’s or Reseller’s access to and resale of, a Vendor
“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 “Vendor