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
Address current throughout the Term.
16.2. Emails. The
parties may use emails to satisfy written approval and consent
requirements under the Agreement.
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
(i) this Agreement is automatically assigned to the new Google
16.4. 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.
16.5. 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.
Google may subcontract obligations under the Agreement
but will remain liable to Partner for any subcontracted
16.7. No Agency.
This Agreement does not create any agency, partnership,
or joint venture between the parties.
16.8. No Waiver.
Neither party will be treated as having waived any rights by not
exercising (or delaying the exercise of) any rights under this
Severability. If any part of this Agreement is
invalid, illegal, or unenforceable, the rest of the Agreement
will remain in effect.
16.10. No Third-Party
Beneficiaries. This Agreement does not confer any
benefits on any third party unless it expressly states that it
Relief. Nothing in this Agreement will limit
either party's ability to seek equitable relief.
Law. The GCP Agreement’s governing law and (if
applicable) dispute resolution provisions also apply to this
Except as stated in Section 8 (Modifications), any amendment
must be in writing, signed by both parties, and expressly state
that it is amending this Agreement.
The following Sections will survive expiration or termination of
this Agreement: Section 2 (Payment Terms and Discount), Section
5 (Intellectual Property Rights), Section 9 (Confidential
Information), Section 10.4 (Effect of Termination), Section 13
(Disclaimer), Section 14 (Limitation of Liability), Section 15
(Indemnification), and Section 16 (General).
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.
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.
a. “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
c. “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 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.
e. “Control” means control
of greater than 50 percent of the voting rights or equity
interests of a party.
f. “Partner Data” has the
meaning given to it in the GCP Agreement.
g. “Customer” means the
entity to which Partner resells Vendor Products purchased from
h. “Fees” means the
applicable fees for any Vendor Product and any applicable Taxes.
i. “GCP Account” means
Partner’s or Customer's Google Cloud Platform account, as
j. “GCP Admin Console” means the online console(s)
and/or tool(s) provided by Google to Partner for administering
Google Cloud Platform Services.
k. “Google Product”, also referred to as
“Google Service”, means any software, service, or dataset
provided by Google, and any updates to the foregoing.
Marketplace is not a Google Product.
l. “including” means
including but not limited to.
m. “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.
n. “Intellectual Property Rights” means current and
future worldwide rights under patent, copyright, trade secret,
trademark, and moral rights laws, and other similar rights.
o. “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.
p. “Liability” means any
liability, whether under contract, tort (including negligence),
or otherwise, regardless of whether foreseeable or contemplated
by the parties.
q. “Marketplace” means
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 Service and any terms of the GCP
Agreement relating to Services or Products do not apply to
r. “Marketplace TOS” or
“Marketplace Terms of Service” means the then-current
direct Marketplace terms provided at:
s. “Notification Email Address” means the email
address(es) designated by Partner in its GCP Admin Console.
t. “Partner End Users” means
the individuals who are permitted by Partner to use the
Marketplace or Vendor Products.
u. “Program” refers 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
v. “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.
w. “Program Resource Site”
means Google’s then-current website at
that makes relevant information regarding Google’s Partner
Program available to Partner.
x. “Subscription Product”
means a Vendor Product made available on a subscription basis,
with either a prepayment or commitment to pay for a given time
z. “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).
aa. “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.
bb. “Vendor Agreement” means
a separate agreement (between Vendor and Customer and/or
Partner) governing Customer’s access to and use of, and/or
Partner’s access to and resale of, a Vendor Product.
cc. “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