These Google Cloud Startups Program - Startup Terms (“Agreement”) are between Google and the company (“Company”) accepting this Agreement. "Google" has the meaning given at https://cloud.google.com/terms/google-entity, and for the purposes of these Programs, references to "Customer" at such URL is deemed a reference to Company. You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of the Agreement. If you do not have legal authority to enter into this Agreement on behalf of the Company or do not agree to these terms, please do not “submit” the Company application.
The Agreement is effective between Company and Google on the Effective Date.
1. Definitions.
“Effective Date” means the date when the Company submits an application via cloud.google.com or via a Google-designated form.
“Google Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Google.
“Google for Startups Cloud Program” means the program described at http://cloud.google.com/startup.
“Google Cloud for VC Program” means the Google Cloud strategic partnership program for certain companies that are funded by venture capital and are selected by Google to participate in such program.
“Incentive(s)” means redeemable coupons, promotion codes, service credits, or other incentives that Google may issue under these Programs.
“including” means including but not limited to.
“Investor” means any third party company or individual with voting rights, equity interests or debt interest in the Company.
“Programs” has the meaning given to it in Section 2.
“Reseller” means a reseller who has (i) entered into written agreement(s) with Google or a Google Affiliate that allows such reseller to resell Services under the Google Cloud Partner Advantage Program (as rebranded from time to time), and (ii) subsequently entered into a Reseller Agreement with Company.
“Reseller Agreement” means a written agreement between Reseller and Company to provide access to the Services for Company.
“Services" means the Google Cloud Platform Services generally sold by Google and further described here: https://cloud.google.com/terms/services as such URL, and Services description (including branding of such services), may be updated by Google from time to time.
2. Programs Overview. This Agreement governs the Company’s participation in Google Cloud’s Startup Programs, provided that Company has been accepted by Google in writing (email permitted) to participate in one of the following Google for Startups Cloud Programs (“Programs”): (1) the Google for Startups Cloud Program, or (2) the Google Cloud for VC Program.
(a) General Program. Subject to the terms of this Agreement, Google (or Google Affiliate) may provide the Company with Incentives in the form of credit or redeemable coupon(s) that may be redeemed directly by the Company for qualifying Services if the Company is purchasing Services directly from Google (or Google Affiliate), or indirectly from a Reseller if the Company is purchasing Services from such Reseller (to the extent that the Reseller is authorized by Google to resell such Services). Google has sole discretion to approve or reject a Company’s application to participate in any of the Programs, including for reasons such as the geographic region or country of the Company’s primary place of business. Any Incentive coupon will expire if it is not redeemed by the deadline as communicated in writing by Google. Company’s use of the Services is subject to the Company’s acceptance of (1) the Google Cloud Platform Terms of Service or the offline agreement between Company and Google (or Google Affiliate) governing the Company’s use of the Services, or (2) as applicable the Reseller Agreement if the Company is purchasing Services through a Reseller. Incentives in the form of credit may be issued in increments in Google’s discretion, and will expire within the period of time (x) as specified by Google in writing at the time of credit issuance or (y) as shown in the Company’s online console(s) or dashboard provided by Google to Company to administer the Services (such expiration date being the “Credit Expiration Date”). Any credits issued by Google under this Program will be converted into applicable local currency according to market conversion rates published by leading financial institutions from time to time, and may only be used against qualifying Services usage fees accrued after the time Google issues such credit. Company will be responsible for all Service usage fees or charges not covered by, or in excess of, the credits, and Google is not required to notify Company when the credit is exhausted.
(b) Google for Startups Cloud Program. The terms in this section 2(b) apply to the Google for Startups Cloud Program. Company must satisfy the eligibility requirements specified at cloud.google.com/startup to qualify to receive benefits under the Google for Startups Cloud Program.
(c) Google Cloud for VC Program. The terms in this section 2(c) apply to the Google Cloud for VC Program. Company must satisfy the eligibility requirements that Google communicates in writing (email permitted) from time to time to qualify to receive benefits under the Google Cloud for VC Program.
3. Conditions.
(a) The Incentives are not transferable, refundable, redeemable for cash, and may not be sold, purchased, or bartered. Company may redeem only one Incentive(s) promotional code (directly or indirectly) unless otherwise previously approved by Google in writing. The Incentives are void if Google in its reasonable discretion determines there is abuse or fraud (including, for example, where Company provides false information in connection with Company’s account, impersonates another customer, or creates multiple accounts for the purpose of obtaining credits), misuse, or violation of any terms applicable to Company’s use of the Incentives or Services. Incentives that are void will be cancelled/revoked and, in addition to any other rights or remedies available to Google, Google may invoice Company (or Company’s Reseller if the Company is purchasing Services through a Reseller) for Services fees incurred (based on then-current list price) as if the Incentive(s) were never applicable. The Incentives are void where prohibited by law, including relevant ethics rules and laws. Company will ensure that Company’s acceptance of any Incentive(s) is not improper under any of Company’s contracts with any government entity or government owned or controlled entity, and will not negatively impact Google's current or future ability to do business with such government entity.
(b) If Company redeems Incentive(s) under these Programs, Google reserves the right to reject Company’s participation in or to not issue any benefits to Company under any other Google Cloud promotional programs. Company acknowledges and agrees that if Company participates in other Google Cloud promotional programs, Google has discretion to stop issuing any remaining Incentives to Company under these Programs.
(c) During the Term of this Agreement, Company may not use the Services to engage in mining cryptocurrency unless Company has obtained Google’s written consent in advance, which consent may be revoked by Google in its discretion at any time.
4. Termination and Modification of Terms. Google may at any time and in its discretion: (i) modify or update the terms of the Programs, this Agreement, and/or the Incentives, and will make such modified or updated terms available in writing, or (ii) revoke and/or terminate Company’s participation in the Programs in its entirety.
5. Google’s Communications with Company and Company’s Investors. Company authorizes Google to contact Company (e.g. by email or by phone) for any of the following purposes: (a) regarding the Programs, including information relating to Program resources, support, or this Agreement; (b) with relevant Google Cloud promotional materials; (c) to reasonably request information from Company about Company’s business as it relates to the Programs; and/or (d) as otherwise permitted under this Agreement. Company consents to Google disclosing information on the Company’s purchase and use of Services to any of the Company’s then-current Investor(s).
6. Term; Termination. The duration of this Agreement will begin on the Effective Date and continue until the earlier of (i) the date that Company’s fees for qualifying Services usage exceeds all credits issued by Google or Google cancels all of the issued credits or Incentives under these Programs or (ii) the Credit Expiration Date (such duration, the “Term”).
7. Confidentiality. Company may not disclose the terms, conditions or existence of any non-public aspect of the Programs to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
8. Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY, SATISFACTORY QUALITY, AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS ARE PROVIDED "AS IS" AND AT COMPANY’S OPTION AND RISK AND GOOGLE DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR SECTION 9 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY, AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT OF INCENTIVES ISSUED BY GOOGLE OR GOOGLE AFFILIATE TO COMPANY UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
9. Indemnification. Company will defend and indemnify Google, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of Company’s participation in the Programs.
10. Governing Law.
10.1 ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE 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 ALL CONFLICTS OF LAWS RULES. THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA IN RELATION TO ANY DISPUTE (CONTRACTUAL OR NON-CONTRACTUAL) CONCERNING THIS AGREEMENT.
10.2 If Company’s billing address is located in APAC, previous Section 10.1 will not apply and this Section 10.2 will apply instead:
(a) THIS AGREEMENT IS GOVERNED BY THE LAWS OF SINGAPORE, EXCLUDING SINGAPORE’S CONFLICTS OF LAWS RULES.
(b) The parties will try in good faith to settle any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, or any related products or services (including any dispute regarding the interpretation or performance of this Agreement) ("Dispute"), within 30 days after the Dispute arises.
(c) IF THE DISPUTE IS NOT RESOLVED WITHIN 30 DAYS, IT SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“SIAC”) IN ACCORDANCE WITH THE ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“SIAC Rules”) FOR THE TIME BEING IN FORCE, WHICH RULES ARE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS CLAUSE. THE SEAT OF THE ARBITRATION SHALL BE SINGAPORE. THE TRIBUNAL SHALL CONSIST OF 1 ARBITRATOR DETERMINED BY GOOGLE AND COMPANY. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. 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.
(d) Either party may apply 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) Any arbitration proceeding conducted in accordance with this Section will be considered confidential information under this Agreement's confidentiality section, including (i) the existence of the arbitration, (ii) any information disclosed during it, and (iii) any oral communications or documents related to it. The parties may also disclose such information to a competent court as may be necessary to file any order or execute any arbitral decision the parties must request that those judicial proceedings be conducted in camera (in private).
(f) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
10.3 If Company’s billing address is located in Latin America (LATAM), previous Sections 10.1 and 10.2 will not apply and this Section 10.3 will apply instead:
(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 10.3(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 10.3(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 10.3 will be considered Confidential Information under Section 7 (Confidentiality), 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 7 (Confidentiality), the parties may disclose the information described in this Subsection 10.3(g) to a competent court as may be necessary to file any order under Subsection 10.3(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.
11. Miscellaneous. All notices will be in writing and addressed to the attention of the other party’s primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Company will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 4, 5, 6, 7, 8, 9, 10 and 11 will survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.
