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
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
1.5 Rescheduling. 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 platform.
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
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 Training Materials.
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 aware.
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
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 email@example.com before
the Payment Due Date. If the parties determine that Fees were
incorrectly invoiced, Google will issue a credit equal to the
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
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 inaccuracies.
3.5 Purchase 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.
4.1 Intellectual 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 Materials.
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 Confidential Information.
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
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 Training Services.
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.
10. Term and Termination.
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 Breach.
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 written notice.
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
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
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 the Agreement.
11.8 Severability. If part of
the Agreement is invalid, illegal, or unenforceable, the rest of
the Agreement will remain in effect.
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
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 both parties.
11.13 Independent 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
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 Agreement.
11.16 Conflicting 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 control.
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.
11.18 Electronic 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
"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.
“Confidential Information” 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 the recipient.
“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 advisors.
“Effective Date” means the date of
the last party’s signature on an Order Form incorporating the
“End User” means an individual that
Customer enables to receive the Training Services under this
“Fees” means the applicable fees
for the Training Services stated on the applicable Order Form.
“Google” means the Google entity
identified in the applicable Order Form.
“including” means including but not
“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 Property Right.
“Intellectual Property 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
“Notification Email Address” means
the email address(es) designated by Customer in the applicable
“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