• Google Cloud Marketplace Terms of Service
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Google Cloud Marketplace Terms of Service - Google Cloud Platform Resellers

Last modified: March 15, 2022

This is not the current version of this document and is provided for archival purposes. View the current version

These Google Cloud Marketplace Terms of Service (together, the "Agreement") are entered into by Google and the entity or person agreeing to these terms ("Partner") and govern Partner’s access to and use of (as applicable) the Marketplace and Vendor Products for resale to Customer. "Google" has the meaning given at  https://cloud.google.com/terms/google-entity .

Partner’s use of Google Products is governed by the agreement under which Google has appointed Partner as a reseller and/or supplier of Google Cloud Platform under the Program (“GCP Agreement”) and not this Agreement. Additionally, the terms of the GCP Agreement may be applied to transactions under this Agreement as specified in this Agreement.

This Agreement is effective when a Partner purchases a Vendor Product on the Marketplace for resale to Customers (the "Effective Date"). If you are accepting on behalf of Partner, you represent and warrant that (i) you have full legal authority to bind Partner to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Partner, to this Agreement.

1. Use of the Marketplace.

1.1. General. During the Term and subject to this Agreement, Partner may access and use the Marketplace in order to purchase Vendor Products for resale only to Customers. For the avoidance of doubt, resale to other entities (e.g. another Google authorized reseller) is prohibited under this Agreement.

1.2. Accounts. Partner must have a GCP Account to use the Marketplace and resell Vendor Products to Customers 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 Partner 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 convenience, and the inclusion of any link to a Linked Site does not imply endorsement by Google of the Linked Site.

2. Payment Terms and Discount.

2.1. Payment Terms. Partner will pay all Fees based on: (a) Partner’s purchase of Vendor Products for purposes of resale to Customer; (b) Customer’s purchase and use of Vendor Products. Fees for Vendor Products will be included in Partner’s invoice for Google Cloud Platform services. All invoicing and payment terms in the GCP Agreement will apply to Partner’s purchase of Vendor Products for resale to Customers.

2.2. Discount. Partner will receive no programmatic discount on any Vendor Products (purchased through Marketplace) for resale to Customers.

2.3. Program Incentives. No Program incentives, including (the following capitalized terms are as defined in the Program) Deal Registration and Deal Referral, the Partner Funding Program (formerly known as Partner Services Funding Program), the Marketing Incentive Program, and Marketing Development Services funds, will apply to transactions under this Agreement.

3. Partner Obligations.

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

3.2. Third Party License Terms. Partner may be required to accept a Vendor Agreement or additional related terms with a Vendor applicable to its access to and resale of a Vendor Product. Additionally, a Vendor Agreement will govern each Customer’s access to and use of the Vendor Products. Unless Google expressly agrees otherwise in writing, Partner will ensure that each Customer is notified of and accepts the Vendor Agreement, with no alteration or amendment, before reselling the Vendor Products to that Customer. Partner will not accept (or allow any third party to accept) the Vendor Agreement on behalf of any Customer, except where Partner has been expressly authorized to do so by Customer.

3.2.1. As applicable, Partner will ensure that Customers are notified and accept that 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 Partner Data. Partner will notify Customer and obtain Customer’s consent to the following:  Certain Vendor Products may require the Vendor to access Partner Data as related to the Customer in order to provide the Vendor Product, as described in the relevant product listing. By purchasing or enabling any such Vendor Product, Customer (or Partner) will be instructing Google (pursuant to the Data Processing and Security Terms as defined in the GCP Agreement) to share Partner Data as related to the Customer 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 7 (Support for Vendor Products). Customer acknowledges that Google will have no further access to or control over any Partner Data once shared with the Vendor, that Vendor will not be a Subprocessor (as defined in the Data Processing and Security Terms as defined in the GCP Agreement) in respect of Google’s sharing of Partner Data with the Vendor, and that Vendor’s access, use, storage, deletion, and processing of such Partner Data will be governed by a Vendor Agreement or other terms governing Vendor’s provision of the Vendor Product to Partner and thereby to Customer, and not this Agreement.

3.4. Restrictions. Partner will not, and will not allow Customers or Partner 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) except as authorized in this Agreement, 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. Any additional restrictions related to the use of Vendor Products are as set forth in the Vendor Agreement.

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 Partner, Customer, or a Partner End User believes a person or entity is infringing on Partner’s, Customer's, or Partner End User's copyrights and would like to notify Google, Partner 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, Partner, Customer, and Partner End Users may only deploy Vendor Products with a virtualization component in Google Cloud Platform instances managed by Partner or Customer. Vendor Products with a virtualization component may not be deployed outside of the Google Cloud Platform.

4. Suspension.

If Google becomes aware that Partner’s, Customer's, or any Partner End User's use of the Marketplace or any Vendor Product violates the AUP, Google will notify Partner and request that Partner correct the violation. If the violation is not corrected within the timeframe listed in the request (or within 72 hours if no timeframe is listed), then Google may suspend all or part of Partner’s, Customer's, or Partner End User’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 Partner’s ability to resell, use, or access Vendor Products. Any suspension under this Section 4 will be to the minimum extent and for the shortest duration required to resolve the cause for suspension. This Section 4 does not cover any suspensions that may be required by a Vendor.

5. Intellectual Property Rights.

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

6. Marketplace TOS.

The Marketplace TOS will govern each Customer’s access to and use of the Marketplace. Partner will ensure that each Customer is notified of and accepts the Marketplace TOS, with no alteration or amendment, before the Customer first logs into Marketplace. Partner will: (a) not accept (or allow any third party to accept) the Marketplace TOS on behalf of any Customer; and (b) not accept (or allow any third party to accept) separate terms of service on behalf of any Customer for use of other Google services; except where in each of the foregoing cases Partner has been expressly authorized to do so by the Customer.

7. Support for Vendor Products.

7.1. Vendor Products Generally. Except as otherwise specified in Section 7.2 (Google Supported Products), any technical support for Vendor Products will be provided by the applicable Vendor on terms agreed to between Vendor and Customer or Vendor and Partner, as applicable. Subject to Section 7.2 (Google Supported Products), Google will not be responsible or liable for any technical support to Partner or Customer for any Vendor Products, including any security updates or patches provided by Vendor.

7.2. 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, Partner must purchase, or as applicable, Partner must resell to Customer, a Google-supplied technical support package for Google Cloud Platform pursuant to the GCP Agreement. Google will provide Partner, or as applicable provide Customer, with the same level of technical support for Google Supported Products that Partner has purchased, or as applicable, resold to Customer, for Google Cloud Platform (e.g., Development, Production or Enterprise level support) as described at https://cloud.google.com/terms/tssg/ . Any Partner or Customer support requests directed to a Vendor for Google Supported Products may be rerouted to Google for frontline support, unless the Partner has purchased, or as applicable, resold to Customer, a separate support package from the Vendor for such Google Supported Product, in which case Partner or Customer, as applicable, may also be entitled to receive frontline support from the Vendor in accordance with the relevant support terms between Partner and Vendor or Customer and Vendor, as applicable.

8. Modifications.

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

8.2. To the Agreement. Google may make changes to this Agreement from time to time. Google will provide notice of the changes via posting updates to the Agreement at https://console.developers.google.com/tos?id=launcher (or any successor URL where this Agreement may be posted), and unless otherwise noted by Google, such changes will become effective 30 days after they are posted, except to the extent that 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 Partner does not agree to the revised Agreement, Partner may stop using the Marketplace and Vendor Products. Partner may also terminate this Agreement for convenience under Section 10.3 (Termination for Convenience). Partner’s continued use of the Marketplace after such material change will constitute Partner’s consent to such changes. 

b. If a change under this Section 8.2 has a material adverse impact on Partner during an active subscription term for a Vendor Product and is not a result of Google complying with a court order or applicable law, Partner may notify Google within sixty (60) days of the change that Partner objects to the change. Upon such notice, Partner will remain governed by the terms in effect immediately prior to the change until the end of the then-current subscription term.

8.3. 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.

8.4. Removal and Discontinuation of Vendor Products.

a. Removal of Vendor Products. Subject to Section 8.4(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, as applicable, Partner’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 efforts to provide at least six (6) months notice before a Vendor Product is removed pursuant to Section 8.4(a)(i)- (a)(ii), and will provide advance notice where practicable before a Vendor Product is suspended pursuant to this Section 8.4(a) or removed pursuant to Section 8.4(a)(iii).

b. Discontinuation of Subscription Products. If a removed Vendor Product is a Subscription Product, Partner 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 Partner for resale to a Customer is discontinued before its applicable subscription term has expired, then (i) if Partner has prepaid for resale of the Subscription Product for the duration of subscription term, Google will provide a prorated refund of any prepaid Fees to Partner, and (ii) if Partner has committed to paying fees for the duration of the subscription term, Partner’s commitment will be relieved for the remaining portion of the subscription term.

9. Confidential Information.

9.1. 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.

9.2. 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.

10. Term and Termination.

10.1. Term. The term of this Agreement (the “Term”) will begin on the Effective Date and continue until either the Agreement is terminated as stated in this Section 10 (Term and Termination).

10.2. 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 ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

10.3. Termination for Convenience. Partner may stop using Marketplace to resell the applicable Vendor Product at any time. Subject to Partner 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), Partner may terminate this Agreement for its convenience. Upon termination, Partner must cease resale of the applicable Vendor Products and must have its Customer cease use of the applicable Vendor Products. Google may terminate this Agreement for its convenience at any time with 90 days' prior written notice to Partner, provided Google will provide a prorated refund of any Fees that Partner has prepaid for a Subscription Product if termination occurs prior to the end of the subscription term.

10.4. 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; (b) all Fees owed by Partner to Google under this Agreement become immediately due upon receipt of the final invoice; and (c) Partner will inform Customers that its authorization to resell and/or supply the Vendor Products via Marketplace has ended and will provide any applicable assistance as described in the “Transition Assistance” Section of the Agreement. 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.

10.5. Transition Assistance. Upon Partner’s request, Google will make reasonable efforts to assist Partner to provide transition assistance to facilitate Customer’s continued use of a Vendor Product after termination.

11. Publicity.

Partner may state publicly that it is a reseller of Vendor Products via 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.

12. Representations 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.

13. Disclaimer. Without limiting the terms set out in any section(s) of the GCP Agreement titled “Limitation of Liability”:

13.1. except as expressly provided for in this Agreement, Google does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Marketplace and (b) any representations or warranties regarding any Vendor Products, including any representations 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. 

13.2. 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.

14. Limitation of Liability.

14.1. Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 14.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

14.2. Limitation on Amount of Liability. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees paid by Partner to Google for purchase of Vendor Products for resale to Customers during the three (3) months before the event giving rise to the Liability.

14.3. 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 15 (Indemnification);

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

e. its payment obligations under the Agreement; or

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

15. Indemnification.

Partner will defend Google and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) Partner’s, Customer’s, or Partner End User’s violation of the AUP; or (b) Customer’s failure to comply with the Vendor Agreement or Marketplace TOS

This indemnity is conditioned on the following:

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

15.2. Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to Partner, 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.

16. General.

16.1. Notices. Under the Agreement, notices to Partner must be sent to the Notification Email Address and notices to Google must be sent to [e-mail] . 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.

16.3. 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 https://cloud.google.com/terms/google-entity : (i) this Agreement is automatically assigned to the new Google contracting entity.

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.

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

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 Agreement.

16.9. 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 does.

16.11. Equitable Relief.  Nothing in this Agreement will limit either party's ability to seek equitable relief.

16.12. Governing Law. The GCP Agreement’s governing law and (if applicable) dispute resolution provisions also apply to this Agreement.

16.13. Amendments. 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.

16.14. Survival. 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).

16.15. Entire 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.

16.16.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.

16.17. 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.

16.18. Definitions.

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

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

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.

d. “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 the Marketplace.

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 applicable.

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 https://console.cloud.google.com/marketplace 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 Marketplace.

r. “Marketplace TOS” or “Marketplace Terms of Service” means the then-current direct Marketplace terms provided at: https://console.developers.google.com/tos?id=launcher&pli=1 .

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 Google.

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 https://www.partneradvantage.goog 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 period.

y. “Taxes”

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 Products.”