1. Training Services Terms.
1.1 Training Services.
After the parties complete and execute an Order Form: (a)
Google will provide the Training Services to Customer and
(b) Customer may use the Training Materials in accordance
with this Agreement and as specified in an Order Form.
Google may subcontract obligations under the Agreement,
including to an Affiliate, but will remain liable to
Customer for any subcontracted obligations.
1.2 Instructor Led
Training. Customer will provide reasonable access to
appropriate facilities for Instructor Led Training
provided at Customer’s facilities. Google is not liable
for a delay caused by Customer’s failure to provide Google
with information, equipment, consents, or access to
Customer facilities, networks or systems required for
Google to perform Training Services.
1.3 Online Training.
Google may offer Training Services or access to Training
Materials online through Google or third party platforms.
Customer and Customer’s End Users’ use of such platforms
may be subject to separate platform use terms.
1.4 Use of Training
Services. Customer must use Training Services within one
(1) year of the applicable Order Form Effective Date.
After one (1) year from the Order Form Effective Date,
Google may invoice Customer for any unused Training
Services on the Order Form. Customer will pay all Fees for
Training Services on an Order Form unless an Order Form
terminates for Google’s material breach or either party’s
Subject to Section 1.4 (Use of Training Services),
Customer may reschedule Instructor Led Training two times
if Customer cancels Instructor Led Training with written
notice more than 10 business days before the scheduled
start date on an Order Form. After two times, unless
otherwise agreed, Google may invoice Customer for the
Instructor Led Training. If Customer cancels any
Instructor Led Training 10 business days or less before
the scheduled start date, Google may invoice Customer in
full for Fees due for the Instructor Led Training.
1.6 Training Materials.
Google will provide Training Materials to Customer’s End
Users in electronic or physical format. Unless otherwise
authorized by Google, Customer may only share Training
Materials with the number of End Users who have been
authorized to receive Training Services under an Order
Form. End Users may use Training Materials during the Term
solely for the purpose of receiving the Training Services.
Training Materials are Google Confidential Information and
may not be shared with any unauthorized party. End Users
may only use Training Materials provided through an online
platform in connection with the End User’s access to the
2. Customer Obligations.
2.1 Consents. Customer
is responsible for any consents and notices required to
permit Customer’s and its End Users’ use and receipt of
the Training Services.
2.2 End User Equipment.
Customer is responsible for ensuring End Users have access
to appropriate equipment, facilities, and networks
necessary to receive the Training Services and access the
2.3 Compliance. Customer
will (a) ensure that Customer’s and its End Users’ use of
the Training Services complies with the Agreement, (b) use
reasonable efforts to prevent and terminate any
unauthorized access or use of the Training Services, and
(c) promptly notify Google of any unauthorized use of, or
access to, the Training Services of which Customer becomes
2.4 Use Restrictions.
Customer will not, and will not allow End Users or third
parties under its control to: (a) copy, modify, or create
a derivative work of the Training Services; (b) sell,
resell, sublicense, transfer, or distribute the Training
Services; (c) record the Training Services without
Google’s prior written consent; or (d) access or use the
Training Services in a manner intended to avoid incurring
3. Payment Terms.
3.1 Payment. Google will
invoice Customer for the Fees. Customer will pay all
invoiced amounts by the Payment Due Date. All payments are
due in the currency stated in the invoice. Wire transfer
payments must include the bank information stated in the
invoice. Fees for some Training Services may be
non-cancellable, as specified on an Order Form.
3.2 Taxes. Google will
itemize any invoiced Taxes. Customer will pay invoiced
Taxes unless Customer provides a valid tax exemption
certificate. Customer may withhold Taxes if Customer
provides a valid receipt evidencing the taxes withheld.
3.3 Invoice Disputes.
Customer must submit any invoice disputes
to firstname.lastname@example.org before
the Payment Due Date. If the parties determine that Fees
were incorrectly invoiced, Google will issue a credit
equal to the agreed amount.
3.4 Overdue Payments.
a. If Customer’s payment is
overdue, then Google may (i) charge interest on overdue
amounts at 1.5% per month (or the highest rate permitted
by law, if less) from the Payment Due Date until paid in
full, and (ii) Suspend the Training Services or terminate
the applicable Order Form.
b. Customer will reimburse
Google for all reasonable expenses (including attorneys’
fees) incurred by Google in collecting overdue payments
except where such payments are due to Google’s billing
Orders. If Customer requires a purchase order number
on its invoice, Customer will provide a purchase order
number in the Order Form. If Customer does not provide a
purchase order number, then (a) Google will invoice
Customer without a purchase order number, and (b) Customer
will pay invoices without a purchase order number
referenced. Any terms on a purchase order are void.
4. Intellectual Property.
Property Rights. Except as expressly stated in Section 1.6
(Google Training Materials), the Agreement does not grant
Customer any rights, implied or otherwise, to Google’s
Intellectual Property. Google retains all Intellectual
Property Rights in the Training Services and Training
4.2 Feedback. At its
option, Customer may provide feedback and suggestions
about the Training Services to Google (“Feedback”). If
Customer provides Feedback, then Google and its Affiliates
may use that Feedback without restriction and without
obligation to Customer.
5.1 Use and Disclosure
of Confidential Information. The Recipient will only use
the Disclosing Party’s Confidential Information to
exercise its 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. Notwithstanding any other provision in the
Agreement, the Recipient may disclose the Disclosing
Party’s Confidential Information (a) to its Delegates who
have a need to know and who are bound by confidentiality
obligations at least as protective as those in this
Section 5 (Confidentiality); (b) with the Disclosing
Party’s written consent; or (c) as strictly necessary to
comply with Legal Process, provided the Recipient promptly
notifies the Disclosing Party prior to such disclosure
unless the Recipient is legally prohibited from doing so.
The Recipient will comply with the Disclosing Party’s
reasonable requests to oppose disclosure of its
5.2 Redirect Disclosure
Request. If the Recipient receives Legal Process for the
Disclosing Party’s Confidential Information, the Recipient
will first attempt to redirect the third party to request
it from the Disclosing Party directly. To facilitate this
request, the Recipient may provide the Disclosing Party’s
basic contact information to the third party.
6. Marketing and Publicity. Each
party may use the other party’s Brand Features in
connection with this Agreement only as permitted in the
Agreement. Customer may state publicly that it is a Google
customer and display Google Brand Features in accordance
with the Trademark Guidelines. Google may (a) orally state
that Customer is a Google customer and (b) include
Customer’s name or Customer Brand Features in a list of
Google customers in Google’s promotional materials.
Additionally, with prior written consent, the parties may
engage in joint marketing activities such as customer
testimonials, announcements, press engagements, public
speaking events, and analyst interviews. A party may
revoke the other party’s right to use its Brand Features
with 30 days’ written notice. Any use of a party’s Brand
Features will inure to the benefit of the party holding
Intellectual Property Rights to those Brand Features.
7. Representations and
Warranties. Each party represents and
warrants that it has full power and authority to enter
into the Agreement.
8. Disclaimer. Except as expressly provided for
in the Agreement, to the fullest extent permitted by
applicable law, the Training Services and Training
Materials are provided “as-is” and Google: (a) does not
make any warranties of any kind, whether express,
implied, statutory, or otherwise, including warranties
of merchantability, fitness for a particular use,
noninfringement, or error-free or uninterrupted use of
the Training Materials; and (b) makes no representation
about content or information accessible through the
a. To the extent permitted by applicable law and subject to Section 9.2 (Unlimited Liabilities), Google and Google’s contractors providing Training Services will not 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.
b. Google's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid to Google under the applicable Order Form.
9.2 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 infringement of the other party’s Intellectual Property Rights;
d. its payment obligations under the Agreement; or
e. matters for which liability cannot be excluded or limited under applicable law.
10. Term and
10.1 Agreement Term. The
Agreement will remain in effect for the Term unless it
expires or is terminated in accordance with the Agreement.
10.2 Termination for
a. Termination of an Order
Form. Either party may terminate an Order Form if the
other party is in material breach of the Order Form and
fails to cure that breach within 30 days after receipt of
b. Termination of All Order
Forms. Either party may terminate all effective Order
Forms under the Agreement if the other party: (a) is in
material breach of the Agreement and fails to cure that
breach within 30 days after receipt of written notice; (b)
ceases its business operations; or (c) becomes subject to
insolvency proceedings and such proceedings are not
dismissed within 90 days.
10.3 Effects of
Termination. Except as described in Section 10.2(b)
(Termination of All Order Forms), the termination or
expiration of one Order Form will not affect other Order
Forms. If an Order Form terminates or expires, then:
a. Effect on Training
Services. The rights under the Agreement granted by one
party to the other regarding the Training Services will
cease immediately except as described in this Section 10.3
(Effects of Termination); and Google will stop work on the
Training Services; and
b. Effect on Payment.
Customer will pay for: (i) Training Services, including
work-in-progress, performed before the effective date of
termination or expiration and (ii) any remaining
non-cancellable Fees. Google will send Customer a final
invoice for payment obligations under the Order Form.
c. Survival. The following
Sections will survive expiration or termination of the
Agreement: Section 3 (Payment Terms), Section 4
(Intellectual Property), Section 5 (Confidentiality),
Section 8 (Disclaimer), Section 9 (Liability), Section
10.3 (Effects of Termination), Section 11 (Miscellaneous),
and Section 12 (Definitions).
11.1 Notices. Google
will provide notice to Customer by sending an email to the
Notification Email Address. Customer will provide notice
to Google by sending an email
Notice will be treated as received when the email is sent.
Customer is responsible for keeping its Notification Email
Address current throughout the Term.
11.2 Emails. Under this
Agreement, the parties may use emails to satisfy written
approval and consent requirements.
11.3 Assignment. Neither
party may assign the Agreement without the written consent
of the other, except Google may assign the Agreement to an
Affiliate where: (a) the Affiliate will be responsible for
Google’s obligations under the Agreement; and (b) Google
has notified the Customer of the assignment. Any other
attempt to assign is void.
11.4 Change of Control.
If a party experiences a change of Control other than an
internal restructuring or reorganization: (a) that party
will give written notice to the other party within 30 days
after the change of Control; and (b) the other party may
immediately terminate the Agreement any time within 30
days after it receives that written notice.
11.5 Force Majeure.
Neither party will be liable for failure or delay in
performance of its obligations to the extent caused by
circumstances beyond its reasonable control, including
acts of God, natural disasters, pandemics, terrorism,
riots, or war.
11.6 No Agency. The
Agreement does not create any agency, partnership, or
joint venture between the parties.
11.7 No Waiver. Neither
party will be treated as having waived any rights by not
exercising (or delaying the exercise of) any rights under
11.8 Severability. If
part of the Agreement is invalid, illegal, or
unenforceable, the rest of the Agreement will remain in
11.9 No Third-Party
Beneficiaries. The Agreement does not confer any rights or
benefits to any third party unless it expressly states
that it does.
11.10 Equitable Relief.
Nothing in the Agreement will limit either party’s ability
to seek equitable relief.
11.11 Governing Law. All
claims arising out of or relating to the Agreement or the
Training Services will be governed by California law,
excluding that state’s conflict of laws rules, and will be
litigated exclusively in the federal or state courts of
Santa Clara County, California; the parties consent to
personal jurisdiction in those courts.
11.12 Amendments. Except
as specifically stated otherwise in the Agreement, any
amendment to the Agreement will be in writing, expressly
state that it is amending the Agreement, and be signed by
Development. Nothing in the Agreement will be construed to
limit or restrict Google from independently developing,
providing, or acquiring any materials, services, products,
programs, or technology that are similar to the subject of
the Agreement, provided that Google does not breach its
obligations under the Agreement in doing so.
11.14 Entire Agreement.
The Agreement states all terms agreed between the parties,
and supersedes any prior or contemporaneous agreements
between the parties, relating to the subject matter of
this Agreement. In entering into the 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 the Agreement. Except as
expressly provided for in the Agreement, nothing in the
Agreement grants any right for Customer to use materials,
products or services that are made available to Google
customers under a separate license or agreement.
11.15 Conflicting Terms.
If there is a conflict among the documents that make up
the Agreement, then the documents will control in the
following order: the applicable Order Form and the
Languages. If the Agreement is translated into any other
language, and there is a discrepancy between the English
text and the translated text, the English text will
11.17 Counterparts. The
parties may execute the Agreement in counterparts,
including facsimile, PDF, and other electronic copies,
which taken together will constitute one instrument.
Signatures. The parties consent to electronic signatures.
11.19 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.
"Affiliate" means any entity
that directly or indirectly Controls, is Controlled by, or
is under common Control with a party.
“Brand Features” means each
party’s trade names, trademarks, logos, domain names, and
other distinctive brand features.
means information that one party (or an Affiliate)
(“Disclosing Party”) discloses to the other party
(“Recipient”) under the Agreement, and that is marked as
confidential or would normally be considered confidential
information under the circumstances. Confidential
Information does not include information that is
independently developed by the recipient, is shared with
the recipient by a third party without confidentiality
obligations, or is or becomes public through no fault of
“Control” means control of
greater than 50% of the voting rights or equity interests
of a party.
“Customer” means the entity
purchasing Training Services from Google as identified on
an applicable Order Form.
“Delegates” means the
Recipient’s employees, Affiliates, agents, or professional
“Effective Date” means the
date of the last party’s signature on an Order Form
incorporating the Agreement.
“End User” means an
individual that Customer enables to receive the Training
Services under this Agreement.
“Fees” means the applicable
fees for the Training Services stated on the applicable
“Google” means the Google
entity identified in the applicable Order Form.
“including” means including
but not limited to.
“Instructor Led Training”
means Training Services delivered as live instruction by
Google or third party personnel. Instructor Led Training
may be delivered in person or remotely.
“Intellectual Property” or
“IP” means anything protectable by an Intellectual
Right(s)” means all patent rights, copyrights, trademark
rights, rights in trade secrets (if any), design rights,
database rights, domain name rights, moral rights, and any
other intellectual property rights (registered or
unregistered) throughout the world.
“Legal Process” means an
information disclosure request made under law,
governmental regulation, court order, subpoena, warrant,
governmental regulatory or agency request, or other valid
legal authority, legal procedure, or similar process.
“Liability” means any
liability, whether under contract, tort (including
negligence), or otherwise, regardless of whether
foreseeable or contemplated by the parties.
“Notification Email Address”
means the email address(es) designated by Customer in the
applicable Order Form.
“Order Form” means an order
form or other document issued by Google, including data
sheets associated with Services described in the order
form, and executed by Customer and Google specifying the
Training Services Google will provide to Customer.
“Payment Due Date” means 30
days from the invoice date in the applicable Order Form.
“Training Materials” means
courseware, materials or content made available to
Customer by Google or third parties on behalf of Google
for use in connection with the Training Services.
“Training Services” means
education and training services for individuals or groups
of users related to Google Cloud products and services, as
more fully described in an applicable Order Form.
“Suspend” or “Suspension”
means disabling access to or use of the Training Services
or components of the Training Services.
“Taxes” means all
government-imposed taxes, except for taxes based on
Google’s net income, net worth, asset value, property
value, or employment.
“Term” means the period
starting on the Effective Date and continuing until the
earlier of termination, expiration or completion of the
provision of Training Services under an Order Form.
“Trademark Guidelines” means
Google’s Brand Terms and Conditions, located