These terms modify the Google Cloud Terms of Service or any other agreement in which they are referenced (the "Agreement"). Capitalized terms used but not defined in this web page have the meanings given in the Agreement.
Customer agrees to the following modifications to this Agreement if Customer's billing address is in the applicable region as described below:
Asia Pacific - All regions, excluding India
If the Agreement contains a section titled "Taxes", that section is replaced as follows:
X. Taxes. Google will itemize any invoiced Taxes. If Taxes must be withheld from any payment to Google, then Customer will increase the payment to Google so that the net amount received by Google is equal to the amount invoiced, without reduction for Taxes.
The definition of "Taxes" is replaced as follows:
"Taxes" means all government-imposed taxes, as per the applicable law associated with the rendering and performance of the Services, including but not limited to any duties, customs duties, and any direct or indirect taxes, including any related penalties or interest, except for taxes based on Google's profit.
Asia Pacific (all regions excluding Australia, Japan, India, New Zealand, Singapore) and Latin America (all regions excluding Brazil and Mexico)
If the Agreement contains a section titled "U.S. Governing Law" or "Governing Law", that section is replaced as follows:
X. 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 THIS 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 this 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 .
(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 clause of the Agreement titled "Confidentiality" or "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 the clause of the Agreement titled "Confidentiality" or "Confidential Information", the parties may disclose the information described in this subsection to a competent court as may be necessary to file any order under subsection (e) above 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.
Asia Pacific - India
The following is added to the top of the Google Cloud Terms of Service:
Google Cloud India Private Limited has been appointed by Google Asia Pacific Pte. Ltd. ('GAP') as a non-exclusive reseller of the Services (as defined below) in India. For avoidance of any doubts, whilst in this Agreement, both the entities have been referred to as 'Google.' It is hereby clarified that wherever the provisions refer to Google for sales or rights and obligations in relation thereto (including any terms relating to invoicing for sale of services, credit limit, termination of this Agreement, etc.), 'Google' shall mean Google Cloud India Private Limited, and wherever in this Agreement, the provisions refer to 'Google' as a provider of the Services or rights and obligations in relation thereto shall mean 'GAP'.
Google Cloud India Private Limited may execute Order Form(s) referencing this Agreement, but the Order Form will form a separate contract between Google Cloud India Private Limited and the Customer, and incorporate all of the terms of this Agreement. Under this Agreement, whereas, as a reseller of Services, Google Cloud India Private Limited purchases the Services from GAP for resale to the Customer, the entire obligation to provide such Services under this Agreement will be met by GAP and as such, Google Cloud India Private Limited will not have any obligation related to performance of Services.
If the Agreement contains sections titled "Payment," "Taxes," and "Invoice Disputes," those sections are replaced as follows:
X. Payment Terms.
X.1 Payment.
(a) Google will invoice Customer for the Fees. Payments for invoices are due 60 days after the invoice date (unless otherwise specified on the Order Form) and are considered overdue after such date. All payments are due in the currency described in the invoice. Wire transfer payments must include the bank information described in the invoice.
X.2 Taxes.
(a) In consideration of the sale of Services, Customer agrees to pay to Google, the Fees plus any applicable taxes. If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer along with the Fees for sale of services, unless Customer provides Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.
(b) If required under the applicable law, Customer will provide Google with applicable tax identification information (Goods and Services Tax Identification Number ("GSTIN"), location where the Services would be received by the customer, tax status etc.) that Google may require to ensure its compliance with applicable tax regulations in India. The Customer acknowledges that all the details provided such as the GSTIN, location where the Services would be received by the Customer, tax status etc. are correct. The address and GSTIN provided are of the location where the Services would be received by the Customer. Customer will be liable to pay (or reimburse Google for) any taxes, interest or fines arising out of any mis-declaration by the Customer.
(c) If Customer is required by law to withhold any amounts for Income Tax on its payments to Google for sale of services, Customer must provide Google in a timely manner with a withholding tax certificate or other appropriate documentation and undertake to carry out the necessary compliances as per the applicable tax laws in India to enable Google to claim credit of such withholding taxes and provide support, as may be required for such purpose.
The definition of "Taxes" is replaced as follows:
"Taxes" means all taxes as per the applicable law including but not limited to any duties, or taxes (other than income tax on income), including indirect taxes such as goods and services tax ("GST") or the taxes associated with the purchase of the Services
If the Agreement contains a section titled "U.S. Governing Law" or "Governing Law", that section is replaced as follows:
X Governing Law.
All claims arising out of or relating to this Agreement will be governed by laws of India, excluding that state's conflict of laws rules, and will be litigated exclusively in the courts of New Delhi; the parties consent to exclusive jurisdiction in those courts. Notwithstanding the above, the Customer can and will bring all claims with respect to Google under this Agreement against Google Cloud India Private Limited.
Previous versions of the Terms of Service for Customers with billing accounts in India are here.
Asia Pacific - Indonesia
A new "Termination Waiver" section is added:
X Termination Waiver. The parties agree to waive any provisions under any applicable laws to the extent that a court decision or order is required for the cancellation of this Agreement.
The Indonesian version of this Google Cloud Terms of Service is accessible here and the "Conflicting Language" section is replaced as follows:
Conflicting Languages. This Agreement is made in the Indonesian and the English language. Both versions are equally authentic. In the event of any inconsistency or different interpretation between the Indonesian version and the English version, the parties agree to amend the Indonesian version to make the relevant part of the Indonesian version consistent with the relevant part of the English version.
Asia Pacific - Australia
If Google is providing Services under the Agreement, a new Section titled "Australian Competition and Consumer Act" is added as follows:
Australian Competition and Consumer Act. This Section applies only if the Services are subject to statutory guarantees under the Australian Competition and Consumer Act 2010 ("ACCA"). Applicable laws, including the ACCA, may confer rights and remedies into this Agreement that cannot be excluded, and which are not excluded by this Agreement. To the extent that the applicable laws permit Google to limit their operation, Google's and its Affiliates' liability under those laws will be limited at its option, to the supply of the Services again, or payment of the cost of having the Services supplied again.
If the Agreement contains a section that limits liability, that section is is amended by inserting the following text at the end of that Section:
To the extent this Agreement limits a party's total aggregate liability for damages to an amount calculated based on Fees paid by Customer, such liability limitation will be not less than AUD$1,000.
If the Agreement contains a section titled "U.S. Governing Law" or "Governing Law", that section is amended by inserting the following text at the end of that Section: "IF APPLICABLE LAW PREVENTS A DISPUTE FROM BEING RESOLVED IN A CALIFORNIA COURT, THEN CUSTOMER MAY FILE THE DISPUTE IN CUSTOMER'S LOCAL COURTS. IF APPLICABLE LAW PREVENTS CUSTOMER'S LOCAL COURT FROM APPLYING CALIFORNIA LAW TO RESOLVE A DISPUTE, THEN THE DISPUTE WILL BE GOVERNED BY THE APPLICABLE LOCAL LAWS OF CUSTOMER'S COUNTRY, STATE, OR OTHER PLACE OF RESIDENCE."
If the Agreement contains a section titled "Entire Agreement", that section is amended by inserting the following text at the end of that Section: "Nothing in this Agreement excludes a party's liability for prior written or oral misrepresentation."
Europe, Middle East, Africa - Algeria, Bahrain, Jordan, Kuwait, Libya, Mauritania, Morocco, Oman, Palestine, Qatar, Tunisia, Yemen, Egypt, United Arab Emirates and Lebanon
A new Section titled "No requirement for Court Order" is added as follows:
No requirement for Court Order. Both parties acknowledge and agree that a court order will not be required to give effect to any expiry or termination of this Agreement or of any Order Form.
If the Agreement contains a section titled "U.S. Governing Law" or "Governing Law", that section is replaced as follows:
X. 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 THIS 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 under the Arbitration Rules of the London Court of International Arbitration (LCIA) ("Rules"), which Rules are deemed to be incorporated by reference to this Section.
(c) The parties will mutually select one arbitrator. The arbitration will be conducted in English and the place and the legal seat of the arbitration will be the Dubai International Financial Center, DIFC, Dubai UAE.
(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 this Agreement.
(e) 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.
(f) Any arbitration proceeding conducted in accordance with this Section (Governing Law; Arbitration) will be considered Confidential Information under the Section of the Agreement titled "Confidentiality" or "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 the Section of the Agreement titled "Confidentiality" or "Confidential Information", the parties may disclose the information described in this subsection (f) to a competent court as may be necessary to execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
(g) 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.
(h) Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute.
Europe, Middle East, and Africa - European Economic Area
A new Section titled "EECC Waiver" is added:
X. EECC Waiver.
(a) For the purposes of this Section X (EECC Waiver), the terms "microenterprise", "small enterprise" and "not-for-profit" will have the meanings in the EECC, if applicable. "EECC" means the European Electronic Communications Code (as established by Directive (EU) 2018/1972 of the European Parliament and of the Council of 11 December 2018).
(b) The parties acknowledge that under the EECC: (i) certain rights extend to microenterprises, small enterprises and not for profits and (ii) customers falling within the categories referred to in (i) can explicitly agree to waive certain rights.
(c) If the EECC applies and Customer is a microenterprise, small enterprise or not for profit, Customer agrees to waive any rights it may have under:
(i) Article 102(1) EECC, which allows Customer to receive certain pre-contractual information;
(ii) Article 102(3) EECC, which allows Customer to receive a contract summary;
(iii) Article 105(1) EECC, which limits the maximum contract duration to 24 months for certain services; and
(iv) Article 107(1) EECC, which extends other rights in the EECC (including Articles 102(3) and 105(1) as described above) to all services provided under the same Google Workspace agreement.
Latin America - Brazil
When the Google contracting entity is Google Cloud Brasil Computação e Serviços de Dados Ltda., if the Agreement contains a section titled "U.S. Governing Law" or "Governing Law", that section is replaced as follows:
X. Governing Law & Arbitration. This Agreement is governed by Brazilian Law. ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES WILL BE SETTLED BY ARBITRATION, AS DESCRIBED BELOW.
(a) Definitions. "Dispute" means any contractual or non-contractual dispute regarding this Agreement, including its formation, validity, subject matter, interpretation, performance, or termination.
(b) Settlement. The parties will try in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute in accordance with the Section of the Agreement titled "Notices". If the parties are unable to resolve the Dispute within this 30-day period, either party may refer the Dispute to arbitration in accordance with subsection (c) (Arbitration).
(c) Arbitration. The parties will refer all Disputes to final, binding arbitration under the rules of the Center of Arbitration and Mediation of the Brazil-Canada Chamber of Commerce in force as of this Agreement's Effective Date ("Rules"). The arbitration will be conducted in Portuguese by three arbitrators in São Paulo, SP, Brazil, which will be the seat of arbitration.
(d) Confidentiality. The arbitration is Confidential Information (including the arbitration's existence and any oral or written information related to it). However, the parties may disclose to a competent court information necessary to execute any arbitral decision, but only if the confidentiality of those materials is maintained in those judicial proceedings.
(e) Non-Monetary Relief. The arbitrator(s) may only issue its award based on law, not in equity, and may not award non-monetary relief.
(f) Fees and Expenses. Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute.
The following "Currency Conversion" Section is added (or, if there is a Section titled "Currency Conversion", the following replaces it):
X Currency Conversion. When the price list is not available in the local currency and the billing is in non-USD currency, Google will convert USD-denominated prices into applicable currency according to market conversion rates adopted by Google's foreign exchange partners and leading financial institutions in Brazil, considering the date of the billing, for pay-as-you-go products, or the date of implementation of a subscription, as applicable, and unless otherwise provided in the Agreement.
Latin America - Mexico
When the Google contracting entity is Google Cloud México, S. de R.L. de C.V., the following Sections are replaced as shown below:
If the Agreement contains a section titled "Taxes", that section is replaced as follows
X Taxes
(a) Tax Invoicing and Payments. Taxes are not included in the Fees and will be separately itemized on Google's invoices if applicable. Customer will pay correctly-invoiced Taxes unless Customer provides a valid tax exemption certificate. If Customer is required by law to withhold any Taxes from its payments to Google, Customer must provide Google with an official tax receipt or other appropriate documentation to support such withholding.
(b) Tax Documentation. Google will timely provide customary tax documentation reasonably requested by the Customer and vice versa.
The definition of "Taxes" is replaced as follows:
"Taxes" means all government-imposed tax obligations (including taxes, duties, and withholdings), except those based on net income, net worth, asset value, property value, or employment.
If the Agreement contains a section titled "Restrictions" or "Use Restrictions", that section is replaced as follows
3.3 Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Projects to simulate or act as a single Customer Application, Account, or Project (respectively)) or to circumvent Service-specific usage limits or quotas; (iv) to engage in cryptocurrency mining without Google's prior written approval; (v) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Service Specific Terms; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State or any other applicable local legislation which regulates arms traffic; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA and in compliance with any Applicable Privacy Law.
If the Agreement contains a section titled "Limitation on Amount of Liability", that section is replaced as follows
12.2 Limitation on Amount of Liability. To the extent permitted by applicable law, each party's total aggregate Liability for damages arising out of or relating to this Agreement in connection with the GCP Services, GWS Services, SecOps Services, or Looker (original) Services, as applicable, is limited to the Fees Customer paid for such Services during the 12 month period before the event giving rise to Liability, except Google's total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $5,000 USD or its equivalent in local currency calculated in accordance with the Section of this Agreement titled "Currency".
If the Agreement contains a section titled "U.S. Governing Law" or "Governing Law", that section is replaced as follows
X. Governing Law & Arbitration.
(a) Governing Law. This Agreement is governed by the laws of the United Mexican States, excluding choice of law rules.
(b) Arbitration.
(i) Definitions. "Dispute" means any contractual or non-contractual dispute regarding this Agreement, including its formation, validity, subject matter, interpretation, performance, or termination.
(ii) Settlement. The parties will try in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute in accordance with the section of the Agreement titled "Notices". If the parties are unable to resolve the Dispute within this 30-day period, either party may refer the Dispute to arbitration in accordance with X(b)(iii) (Arbitration).
(iii) Arbitration. Except as prohibited by applicable law, the parties will refer all Disputes to final, binding arbitration under the Arbitration Rules of the National Chamber of Commerce of Mexico City in force as of this Agreement's Effective Date ("Rules"). The arbitration will be conducted in Spanish by one arbitrator, mutually selected by the parties, in Mexico City, Mexico, which will be the seat of arbitration.
(iv) Confidentiality. The arbitration is Confidential Information (including the arbitration's existence and any oral or written information related to it). However, the parties may disclose to a competent court information necessary to (a) require the aid of the competent courts before or during the arbitral proceeding; or (b) execute any arbitral decision, but only if the confidentiality of those materials is maintained in those judicial proceedings.
(v) Non-Monetary Relief. The arbitrator may only issue its award based on law, not in equity, and may not award non-monetary relief.
(vi) Fees and Expenses. Each party will bear its own lawyers' and experts' fees and expenses, and the arbitrator's final decisión must not include any rulings in this regard.
A new Section titled "Currency" is included as read below. As a consequence, if there is are Sections titled "Conflicting Languages" and/or "Currency Conversion", they are adjusted as follows.
X. 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.
Y. Currency. Unless otherwise specified in this Agreement, any ancillary document or corresponding invoice, all references to "$" in this Agreement refer to Mexican pesos. If a currency conversion is required in relation to the calculation of the Fees, that conversion will be carried out using the daily average exchange rate set by a reputable third party chosen by Google in accordance with applicable law.
North America - United States
A new Section titled "U.S. Federal Agency Users" is added as follows:
U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.
