Customer agrees to the following modifications to the Agreement if Customer’s billing address is in the applicable region as described below.
12.1. For Latin America, Section 11 (Governing Law) is replaced as follows:
11.Governing Law; Arbitration.
(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.
(b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules").
(c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
(d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.
(e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection 11 (e).
(f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
(g) Any arbitration proceeding conducted in accordance with this Section 11 (Governing Law; Arbitration) will be considered Confidential Information under Section 5 (Confidential Information), including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to, the arbitration proceedings. In addition to the disclosure rights under Section 5 (Confidential Information), the parties may disclose the information described in this Subsection 11 (g) to a competent court as may be necessary to file any order under Subsection 11 (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
(h) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.
(i) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
12.2. For Europe, the Agreement shall be amended as follows:
Section 9 (Limited Liabilities) is replaced as follows:
Section 9 (Liability)
9.1 Limited Liabilities. Neither party will have any liability arising out of or relating to the Agreement for any:
(a) loss of profits;
(b) loss of anticipated savings;
(c) loss of business opportunity;
(d) loss of reputation or goodwill; or
(e) indirect or consequential losses.
9.2. Limitation of Liability. Subject to Section 9.3 below each party’s total aggregate liability (whether under contract, tort (including negligence) or otherwise) for damages arising out of or relating to the Agreement is limited to US $10,000.
9.3. Exclusions. Nothing in the Agreement excludes or limits either party’s liability for:
(a) death or personal injury resulting from its negligence;
(b) fraud or fraudulent misrepresentation;
(c) obligations under Section 10 (Indemnity); or
(d) matters for which liability cannot be excluded or limited under applicable law.
Section 11 (Governing Law) is replaced as follows:
11. Governing Law. The Agreement and any dispute(s) (contractual or non-contractual) concerning the Agreement or its subject matter or formation (a "Dispute" ) is/are governed by English law. Any Dispute will 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. The number of arbitrators will be three. The seat, or legal place of arbitration will be London, England. The language to be used in the arbitration will be English. This Section 11 is 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").
12.3. For APAC, the Agreement will be amended as follows:
Section 9 (Limited Liabilities) is replaced as follows:
Section 9 (Liability)
9.1 Limited Liabilities. To the extent permitted by applicable law, neither party will have any liability arising out of or relating to the Agreement for any (i) indirect, consequential, special, incidental, or punitive damages; or (ii) lost revenues, profits, savings, or goodwill.
9.2 Limitation of liability. Subject to Section 9.3 below each party’s total aggregate liability for damages arising out of or relating to this Agreement is limited to US $10,000.
9.3 Exclusions. Nothing in this Agreement excludes or limits either party’s liability for:
(a) death or personal injury resulting from its negligence or negligence of its employees or agents;
(b) fraud or fraudulent misrepresentation;
(c) obligations under Section 9 (Indemnity); or
(d) matters for which liability cannot be excluded or limited under applicable law.
Section 11. (Governing Law) is replaced as follows:
11. Governing Law; Arbitration.
(a) ALL CLAIMS ARISING OUT OR RELATING TO THE AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("DISPUTE") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES.
(b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of the Agreement ("Rules").
(c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
(d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.
(e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection (e).
(f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
(g) Any arbitration proceeding conducted in accordance with this Section will be considered Confidential Information under the Agreement's confidentiality section, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
(h) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.
(i) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
For Indonesia: A new section 13 is added as follows:
