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Last modified: September 30, 2021

You are accessing the Google Cloud Platform (“GCP”) Services (the “Services”) as a  Customer of Reseller, and these Terms of Service (together, the “Agreement”) are  entered into by Reseller and the entity or person agreeing to these terms (“Customer”),  rather than Google’s direct GCP License Agreement. The Agreement governs Customer’s access to and use of the Services. “Google” has the meaning given at  https://cloud.google.com/terms/google-entity

By signing this Agreement, you are accepting on behalf of Customer, and you represent  and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii)  you have read and understand this Agreement; and (iii) you agree, on behalf of  Customer, to this Agreement. 

Reseller Representations. 

Reseller hereby represents and warrants to you that Google will act in accordance with  this Agreement. 

  1. Provision of the Services. 

1.1 Services Use. Customer may use the Services, and integrate the Services into any  Customer Application that has material value independent of the Services, in  accordance with the Agreement. Customer may not sublicense or transfer these rights  except as permitted under the Assignment section of the Agreement. 

1.2 Admin Console. Customer will have access to the Admin Console, through which  Customer may manage its use of the Services. 

1.3 Accounts. Customer must have an Account to use the Services and is responsible  for the information it provides to create the Account, the security of its passwords for  the Account, and for any use of its Account. Google has no obligation to provide  multiple accounts to Customer. 

1.4 Data Location. Customer may select where certain Customer Data will be stored  (“Data Location Selection”), and Google will store it there in accordance with the Service  Specific Terms. If a Data Location Selection is not covered by the Service Specific  Terms (or a Data Location Selection is not made by Customer with respect to any  Customer Data), Google may process and store the Customer Data anywhere Google or  its agents maintain facilities. By using the Services, Customer consents to this  processing and storage of Customer Data.

1.5 Accounts. Customer must have an Account and a Token (if applicable) to use the  Services, and is responsible for the information it provides to create the Account, the  security of the Token and its passwords for the Account, and for any use of its Account  and the Token. If Customer becomes aware of any unauthorized use of its password, its  Account or the Token, Customer will notify Google as promptly as possible. Google has  no obligation to provide Customer multiple Tokens or Accounts. 

1.6 New Applications and Services. Google may: (i) make new applications, tools,  features or functionality available from time to time through the Services and (ii) add  new services to the “Services” definition from time to time (by adding them at the URL  set forth under that definition), the use of which may be contingent upon Customer’s  agreement to additional terms. 

1.7 Modifications. 

(a) To the Services. Google may make commercially reasonable updates to the Services  from time to time. Google will inform Customer if Google makes a material change to  the Services that has a material impact on Customer’s use of the Services provided that  Customer has subscribed with Google to be informed about such change. 

(b) To the Agreement. Google may make changes to this Agreement (including the URL  Terms), and pricing from time to time. Unless otherwise noted by Google, material  changes to the Agreement will become effective 30 days after they are posted, except  to the extent the changes apply to new functionality or the Data Processing and Security  Terms, or are required by applicable law, in which case they will be effective  immediately. Google will provide at least 90 days’ advance notice for materially adverse  changes to any SLAs by (i) sending an email to the Notification Email Address; (ii)  posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA  webpage. If Customer does not agree to the revised Agreement, Customer should stop  using the Services. Google will post any modification to this Agreement to  https://cloud.google.com/terms/

(c) To the Data Processing and Security Terms. Google may only change the Data  Processing and Security Terms where such change is required to comply with  applicable law, is expressly permitted by the Data Processing and Security Terms, or: 

(i) is commercially reasonable; 

(ii) does not result in a material reduction of the security of the Services;

(iii) does not expand the scope of or remove any restrictions on Google’s processing of  “Customer Personal Data,” as described in the “Scope of Processing” Section of the  Data Processing and Security Terms; and 

(iv) does not otherwise have a material adverse impact on Customer’s rights under the  Data Processing and Security Terms. 

If Google makes a material change to the Data Processing and Security Terms in  accordance with this Section 1.4(c) (Modifications: To the Data Processing and Security  Terms), Google will post the change at the webpage containing the Data Processing  and Security Terms. 

(d) Discontinuation of Services. Google will notify Customer at least 12 months before  discontinuing any Service (or associated material functionality) unless Google replaces  such discontinued Service or functionality with a materially similar Service or  functionality. Further, Google will notify Customer at least 12 months before  significantly modifying a Customer-facing Google API in a backwards-incompatible  manner. Nothing in this Section 1.4(d) (Discontinuation of Services) limits Google’s  ability to make changes required to comply with applicable law, address a material  security risk, or avoid a substantial economic or material technical burden. This Section  1.7(d) (Discontinuation of Services) does not apply to pre-general availability Services,  offerings, or functionality. 

1.8 Software. Google may make Software available to Customer, including third-party  software. Customer’s use of any Software is subject to the applicable provisions in the  Service Specific Terms. 

1.9 Service Specific Terms and Data Processing and Security Terms. The Service  Specific Terms and Data Processing and Security Terms are incorporated by this  reference into this Agreement. 

  1. Payment Terms.

2.1 Invoice Disputes & Refunds. Reseller will pass on charges for actual usage to the  Customer. Customer will be invoiced for the actual cost charged by Google. Any  invoice disputes must be submitted before the payment due date. If the parties  determine that certain billing inaccuracies are attributable to Google, Google will not  issue a corrected invoice, but will instead issue a credit memo specifying the incorrect  amount in the affected invoice. If a disputed invoice has not yet been paid, Google will  apply the credit memo amount to a disputed invoice and Customer will be responsible  for paying the resulting net balance due on that invoice. Customer waives all claims  relating to Fees unless claimed within sixty days after charged (this does not affect any  Customer rights with its credit card issuer). Refunds (if any) are at Google’s discretion  and will only be in the form of credit for the Services. Nothing in this Agreement  obligates Google to extend credit to any party 

2.1 Online Billing. At the end of the applicable Fee Accrual Period or as otherwise stated  by Google in the Admin Console, Google will issue an electronic bill to Reseller and  Reseller will pass on and invoice the Customer for all charges based on Customer’s use  of the Services during the applicable Fee Accrual Period (including, if applicable, the  relevant Fees for TSS). Customer will pay Reseller all Fees in the currency stated in the  invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form  of payment, Reseller will charge (and Customer will pay) all Fees immediately at the end  of the Fee Accrual Period. If Customer elects to pay by invoice all Fees are due as  stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Google’s  measurement of Customer’s use of the Services is final. Google has no obligation to  provide multiple bills. Payments made via wire transfer must include the bank  information provided by Reseller. If Customer has entered into the Agreement with  Google Commerce Limited, Google may collect payments via Google Payment Limited,  a company incorporated in England and Wales with offices at Belgrave House, 76  Buckingham Palace Road, London, SW1W 9TQ, United Kingdom. 

2.2 Taxes. 

(a) Customer is responsible for any Taxes, and will pay Reseller for the pass on cost  from Google for the Services without any reduction for Taxes. If Google or Reseller is  obligated to collect or pay any Taxes for Customer’s usage, the Taxes will be invoiced to  Customer and Customer will pay such Taxes to Reseller, unless Customer provides  Google with a timely and valid tax exemption certificate in respect of those Taxes.

(b) Customer will provide Google/Reseller with any applicable tax identification  information that Google/Reseller may require under applicable law to ensure its  compliance with applicable tax regulations and authorities in applicable jurisdictions.  Customer will be liable to pay (or reimburse Google for) any taxes, interest, penalties, or  fines arising out of any mis-declaration by Customer. 

2.3 Invoice, Invoice Disputes & Refunds. Reseller will pass on charges for actual usage to  the Customer. Customer will be invoiced for the actual cost charged by Google. Any  invoice disputes must be submitted before the payment due date. If the parties  determine that certain billing inaccuracies are attributable to Google, Google will not  issue a corrected invoice, but will instead issue a credit memo specifying the incorrect  amount in the affected invoice. If a disputed invoice has not yet been paid, Google will  apply the credit memo amount to a disputed invoice and Customer will be responsible  for paying the resulting net balance due on that invoice. Customer waives all claims  relating to Fees unless claimed within sixty days after charged (this does not affect any  Customer rights with its credit card issuer). Refunds (if any) are at Google’s discretion  and will only be in the form of credit for the Services. Nothing in this Agreement  obligates Google to extend credit to any party. 

2.4 Delinquent Payments; Suspension. Late payments may bear interest at the rate of  1.5% per month (or the highest rate permitted by law, if less) from the payment due date  until paid in full. Customer will be responsible for all reasonable expenses (including  attorneys’ fees) incurred by Google/Reseller in collecting such delinquent amounts.  Further, if Customer’s payment for the Services is overdue, Google may Suspend the  Services or terminate the Agreement for breach pursuant to Section 8.2. 

2.5 No Purchase Order Number Required. Customer is obligated to pay all applicable  Fees without any requirement for Google to provide a purchase order number on  Google’s invoice (or otherwise). 

  1. Customer Obligations. 

3.1 Compliance. Customer will (a) ensure that Customer and its End Users’ use of the  Services complies with the Agreement, (b) use commercially reasonable efforts to  prevent and terminate any unauthorized use of, or access to, the Services, and (c)  promptly notify Google of any unauthorized use of, or access to, the Services, Account,  or Customer’s password of which Customer becomes aware. Google reserves the right  to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications, Customer Data, or Projects.

3.2 Privacy. Customer is responsible for any consents and notices required to permit (a)  Customer’s use and receipt of the Services and (b) Google’s accessing, storing, and  processing of data provided by Customer (including Customer Data, if applicable) under  the Agreement. 

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; (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. 

3.4 Third Party Components. Third party components (which may include open source  software) of the Services may be subject to separate license agreements. To the limited  extent a third party license expressly supersedes this Agreement, that third party license  governs Customer’s use of that third party component. 

3.5 Documentation. Google may provide Documentation for Customer’s use of the  Services. 

3.6 Copyright. Google provides information to help copyright holders manage their  intellectual property online, but Google cannot determine whether something is being  used legally without input from the copyright holders. Google will respond to notices of  alleged copyright infringement and may terminate repeat infringers in appropriate  circumstances as required to maintain safe harbor for online service providers under  the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is  infringing Customer’s or its End User’s copyrights and would like to notify Google,  Customer can find information about submitting notices, and Google’s policy about  responding to notices, at https://www.google.com/dmca.html.

  1. Suspension. 

4.1 AUP Violations. If Google becomes aware that Customer’s or any End User’s use of  the Services violates the AUP, Google will notify Customer and request that Customer  correct the violation. If Customer fails to correct the violation within 24 hours of  Google’s request, then Google may Suspend all or part of Customer’s use of the  Services until the violation is corrected. 

4.2 Other Suspension. Notwithstanding Section 4.1 (AUP Violations), Google may  immediately Suspend all or part of Customer’s use of the Services if (a) Google  reasonably believes Customer’s or any End User’s use of the Services could adversely  impact the Services, other customers’ or their end users’ use of the Services, or the  Google network or servers used to provide the Services; (b) there is suspected  unauthorized third-party access to the Services; (c) Google reasonably believes that  immediate Suspension is required to comply with any applicable law; or (d) Customer is  in breach of Section 3.3 (Restrictions) or the Service Specific Terms. Google will lift any  such Suspension when the circumstances giving rise to the Suspension have been  resolved. At Customer’s request, Google will, unless prohibited by applicable law, notify  Customer of the basis for the Suspension as soon as is reasonably possible. 

  1. Intellectual Property Rights; Protection of Customer Data; Feedback. 

5.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this  Agreement does not grant either party any rights, implied or otherwise, to the other’s  content or any of the other’s intellectual property. As between the parties, Customer  owns all Intellectual Property Rights in Customer Data and Customer Applications, and  Google owns all Intellectual Property Rights in the Services and Software. 

5.2 Protection of Customer Data. Google will only access or use Customer Data to  provide the Services and TSS to Customer or as otherwise instructed by Customer and  will not use it for any other Google products, services, or advertising. Google has  implemented and will maintain administrative, physical, and technical safeguards to  protect Customer Data, as further described in the Data Processing and Security Terms. 

5.3 Customer Feedback. At its option, Customer may provide feedback or suggestions  about the Services to Google (“Feedback”). If Customer provides Feedback, then Google  and its Affiliates may use that Feedback without restriction and without obligation to  Customer.

5.4 Benchmarking. Customer may not publicly disclose directly or through a third party  the results of any comparative or compatibility testing, benchmarking, or evaluation  (each, a “Test”) of the Services, unless the disclosure includes all information necessary  for Google or a third party to replicate the Test. If Customer conducts, or directs a third  party to conduct, a Test of the Services and publicly discloses the results directly or  through a third party, then Google (or a Google-directed third party) may conduct Tests  of any publicly available products or services provided by Customer and publicly  disclose the results of any such Test (which disclosure will include all information  necessary for Customer or a third party to replicate the Test). To the extent this Section  5.4 conflicts with any other Customer product or service terms, this Section 5.4 will  govern. 

  1. Technical Support Services. 

6.1 By Customer. Customer is responsible for technical support of its Customer  Applications and Projects. 

6.2 By Google. Subject to payment of applicable support Fees, Google will provide TSS  to Customer during the Term in accordance with the TSS Guidelines. Certain TSS levels  include a minimum recurring Fee as described at https://cloud.google.com/skus. If  Customer downgrades its TSS level during any calendar month, Google may continue to  provide TSS at the same level and for the same TSS Fees as applied before the  downgrade for the remainder of that month. 

  1. Confidential Information. 

7.1 Obligations. The recipient will only use the disclosing party’s Confidential  Information to exercise the recipient’s 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. The recipient may disclose Confidential  Information only to its Affiliates, employees, agents, or professional advisors  (“Delegates”) who need to know it and who have agreed in writing (or in the case of  professional advisors are otherwise bound) to keep it confidential. The recipient will  ensure that its Delegates use the received Confidential Information only to exercise  rights and fulfill obligations under this Agreement.

7.2 Required Disclosure. Notwithstanding any provision to the contrary in this  Agreement, the recipient or its Affiliate may also disclose Confidential Information to  the extent required by applicable Legal Process; provided that the recipient or its  Affiliate uses commercially reasonable efforts to (a) promptly notify the other party  before any such disclosure of its Confidential Information, and (b) comply with the other  party’s reasonable requests regarding its efforts to oppose the disclosure.  Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the  recipient determines that complying with (a) and (b) could (i) result in a violation of  Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious  physical harm to an individual. 

  1. Term and Termination. 

8.1 Agreement Term. The term of this Agreement (the “Term”) will begin on the Effective  Date and continue until the Agreement is terminated as stated in this Section 8 (Term  and Termination). 

8.2 Termination for Breach. To the extent permitted by applicable law, either party may  terminate this Agreement immediately on written notice if (a) the other party is in  material breach of the Agreement and fails to cure that breach within 30 days after  receipt of written notice of the breach or (b) the other party ceases its business  operations or becomes subject to insolvency proceedings and the proceedings are not  dismissed within 90 days. 

8.3 Termination for Inactivity. Google reserves the right to terminate the provision of the  Services to a Project upon 30 days’ advance notice if, for a period of 60 days (a)  Customer has not accessed the Admin Console or the Project has had no network  activity and (b) such Project has not incurred any Fees for such Services. 

8.4 Termination for Convenience. Unless otherwise specified in a Customer Order, 

Customer may stop using the Services at any time. Customer may terminate this  Agreement for its convenience at any time on prior written notice and, upon termination,  must cease use of the applicable Services. Google may terminate this Agreement for its  convenience at any time with 30 days’ prior written notice to Customer. 

8.5 Termination Due to Applicable Law; Violation of Laws. Google may terminate this  Agreement immediately on written notice if Google reasonably believes that (a)  continued provision of any Service used by Customer would violate applicable law(s) or  (b) Customer has violated or caused Google to violate any Anti-Bribery Laws or Export  Control Laws.

8.6 Effect of Termination. If the Agreement is terminated, then (a) all rights and access  to the Services will terminate (including access to Customer Data, if applicable), unless  otherwise described in this Agreement, and (b) all Fees owed by Customer to Google  are immediately due upon Customer’s receipt of the final electronic bill or as stated in  the final invoice. 

  1. Publicity. Customer may state publicly that it is a Google customer and display  Google Brand Features in accordance with the Trademark Guidelines. Google may use  Customer’s name and Brand Features in online or offline promotional materials of the  Services. Each party may use the other party’s Brand Features only as permitted in the  Agreement. Any use of a party’s Brand Features will inure to the benefit of the party  holding Intellectual Property Rights to those Brand Features. 
  2. Representations and Warranties. Each party represents and warrants that (a) it has  full power and authority to enter into the Agreement, and (b) it will comply with all laws  applicable to its provision, receipt, or use of the Services, as applicable. 
  3. Disclaimer. Except as expressly provided for in the Agreement, Google does not  make and expressly disclaims to the fullest extent permitted by applicable law (a) any  warranties of any kind, whether express, implied, statutory, or otherwise, including  warranties of merchantability, fitness for a particular use, title, noninfringement, or  error-free or uninterrupted use of the Services or Software and (b) any representations  about content or information accessible through the Services. 
  4. Limitation of Liability. 

12.1 Limitation on Indirect Liability. To the extent permitted by applicable law and  subject to Section 12.3 (Unlimited Liabilities), neither party will have any Liability  arising out of or relating to the Agreement for any (a) indirect, consequential, special,  incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill. 

12.2 Limitation on Amount of Liability. Each party’s total aggregate Liability for  damages arising out of or relating to the Agreement is limited to the Fees Customer  paid 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. 

12.3 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s  Liability for: 

(a) its fraud or fraudulent misrepresentation;

(b) its obligations under Section 13 (Indemnification); 

(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. 13. Indemnification. 

13.1 Google Indemnification Obligations. Google will defend Customer and its Affiliates  using the Services under Customer’s Account and indemnify them against Indemnified  Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation  that any Service or any Google Brand Feature, in each case used in accordance with the  Agreement, infringes the third party’s Intellectual Property Rights. 

13.2 Customer Indemnification Obligations. Customer will defend Google and its  Affiliates providing the Services and indemnify them against Indemnified Liabilities in  any Third-Party Legal Proceeding to the extent arising from (a) any Customer  Application, Project, Customer Data, or Customer Brand Features; or (b) Customer’s or  an End User’s use of the Services in breach of the AUP or Section 3.3 (Restrictions). 

13.3 Exclusions. Sections 13.1 (Google Indemnification Obligations) and 13.2  (Customer Indemnification Obligations) will not apply to the extent the underlying  allegation arises from (a) the indemnified party’s breach of the Agreement, (b) a  combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party under the Agreement, unless the combination is  required by the Agreement, and (c) in the case of Google or any of its Affiliates as the  indemnifying party, any Services provided to Customer free of charge. 

13.4 Conditions. Sections 13.1 (Google Indemnification Obligations) and 13.2  (Customer Indemnification Obligations) are conditioned on the following: 

(a) Any indemnified party must promptly notify the indemnifying party in writing of any  allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably  with the indemnifying party to resolve the allegation(s) and Third-Party Legal  Proceeding. If breach of this Section 13.4(a) prejudices the defense of the Third-Party  Legal Proceeding, the indemnifying party’s obligations under Section 13.1 (Google  Indemnification Obligations) or 13.2 (Customer Indemnification Obligations) (as  applicable) will be reduced in proportion to the prejudice.

(b) Any indemnified party must tender sole control of the indemnified portion of the  Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the  indemnified party may appoint its own non-controlling counsel, at its own expense; and  (ii) any settlement requiring the indemnified party to admit liability, pay money, or take  (or refrain from taking) any action, will require the indemnified party’s prior written  consent, not to be unreasonably withheld, conditioned, or delayed. 

13.5 Remedies. 

(a) If Google reasonably believes the Services might infringe a third party’s Intellectual  Property Rights, then Google may, at its sole option and expense (i) procure the right for  Customer to continue using the Services; (ii) modify the Services to make them non infringing without materially reducing their functionality; or (iii) replace the Services with  a non-infringing, functionally equivalent alternative. 

(b) If Google does not believe the remedies in Section 13.5(a) are commercially  reasonable, then Google may Suspend or terminate Customer’s use of the impacted  Services. 

13.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this  Section 13 (Indemnification) states the parties’ sole and exclusive remedy under this  Agreement for any third-party allegations of Intellectual Property Rights infringement  covered by this Section 13 (Indemnification). 

  1. Miscellaneous. 

14.1 Notices. Under the Agreement, notices to Customer must be sent to the  Notification Email Address and notices to Google must be sent to legal [email protected]. Notice will be treated as received when the email is sent.  Customer is responsible for keeping its Notification Email Address current throughout  the Term. 

14.2 Emails. The parties may use emails to satisfy written approval and consent  requirements under the Agreement.

14.3 Assignment. Neither party may assign any part of this Agreement without the  written consent of the other, except to an Affiliate where (a) the assignee has agreed in  writing to be bound by the terms of this Agreement, and (b) the assigning party has  notified the other party of the assignment. Any other attempt to assign is void. If  Customer assigns this Agreement to an Affiliate in another jurisdiction such that there  is a change in the Google contracting entity as defined at  

https://cloud.google.com/terms/google-entity (i) this Agreement is automatically  assigned to the new Google contracting entity; and (ii) if the Affiliate’s billing account is  in India or Brazil, the applicable terms of service linked above, and not this Agreement,  will apply from the moment of the assignment. 

14.4 Change of Control. If a party experiences a change of Control other than as part of  an internal restructuring or reorganization (for example, through a stock purchase or  sale, merger, or other form of corporate transaction), that party will give written notice  to the other party within 30 days after the change of Control. 

14.5 Force Majeure. Neither party will be liable for failure or delay in performance to the  extent caused by circumstances beyond its reasonable control, including acts of God,  natural disasters, terrorism, riots, or war. 

14.6 Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations. 

14.7 No Agency. This Agreement does not create any agency, partnership, or joint  venture between the parties. 

14.8 No Waiver. Neither party will be treated as having waived any rights by not  exercising (or delaying the exercise of) any rights under this Agreement. 

14.9 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the  rest of the Agreement will remain in effect. 

14.10 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any  third party unless it expressly states that it does. 

14.11 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek  equitable relief. 

14.12 U.S. Governing Law.

(a) For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county,  or state government entity, then the Agreement will be silent regarding governing law  and venue. 

(b) For U.S. Federal Government Entities. If Customer is a U.S. federal government entity,  then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED  STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE  EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA  (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE  OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR  RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO  PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA  CLARA COUNTY, CALIFORNIA. 

(c) For All Other Entities. If Customer is any entity not identified in Section 14.12(a) (U.S.  Governing Law for U.S. City, County, and State Government Entities) or (b) (U.S.  Governing Law for Federal Government Entities), then the following applies: ALL  CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE 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, USA; THE PARTIES CONSENT TO PERSONAL  JURISDICTION IN THOSE COURTS. 

14.13 Amendments. Except as stated in Section 1.7(b) (Modifications: To the  Agreement) or (c) (Modifications: To the Data Processing and Security Terms), any  amendment must be in writing, signed by both parties, and expressly state that it is  amending this Agreement. 

14.14 Survival. The following Sections will survive expiration or termination of this  Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights;  Protection of Customer Data; Feedback), Section 7 (Confidential Information), Section  8.6 (Effect of Termination), Section 11 (Disclaimer), Section 12 (Limitation of Liability),  Section 13 (Indemnification), and Section 14 (Miscellaneous).

14.15 Entire Agreement. This Agreement sets out all terms agreed between the parties  and supersedes all other agreements between the parties relating to its subject matter.  In entering into this 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 this Agreement. The URL  Terms are incorporated by reference into the Agreement. After the Effective Date,  Google may provide an updated URL in place of any URL in this Agreement. 

14.16 Conflicting Terms. If there is a conflict between the documents that make up this  Agreement, the documents will control in the following order (of decreasing  precedence): the Data Processing and Security Terms, the remainder of the Agreement  (excluding the URL Terms), and the URL Terms (excluding the Data Processing and  Security Terms). 

14.17 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. 

14.18 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. 

14.19 Definitions. 

“Account” means Customer’s Google Cloud Platform account. 

“Admin Console” means the online console(s) or dashboard provided by  Google to Customer for administering the Services. 

“Affiliate” means any entity that directly or indirectly Controls, is Controlled  by, or is under common Control with a party. 

“Anti-Bribery Laws” means all applicable commercial and public anti bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and  the UK Bribery Act 2010, that prohibit corrupt offers of anything of value,  either directly or indirectly, to anyone, including government officials, to  obtain or keep business or to secure any other improper commercial  advantage. Government officials include: any government employees,  candidates for public office, members of royal families, and employees of  government-owned or government-controlled companies, public  

international organizations, and political parties. 

“AUP” means the then-current acceptable use policy for the Services  stated at http://cloud.google.com/terms/aup.

“BAA” or “Business Associate Agreement” is an amendment to the  Agreement covering the handling of Protected Health Information (as  defined in HIPAA). 

“Brand Features” means the trade names, trademarks, service marks,  logos, domain names, and other distinctive brand features of each party,  respectively, as secured by such party from time to time. 

“Confidential Information” means information that one party (or an  Affiliate) discloses to the other party under this Agreement, and which is  marked as confidential or would normally under the circumstances be  considered confidential information. It does not include information that is  independently developed by the recipient, is rightfully given to the recipient  by a third party without confidentiality obligations, or becomes public  through no fault of the recipient. Subject to the preceding sentence,  Customer Data is considered Customer’s Confidential Information. 

“Control” means control of greater than 50 percent of the voting rights or  equity interests of a party. 

“Customer Application” means a software program that Customer creates  or hosts using the Services. 

“Customer Data” means data provided to Google by Customer or End  Users through the Services under the Account. 

“Data Processing and Security Terms” means the terms stated at  https://cloud.google.com/terms/data-processing-terms

“Documentation” means the Google documentation (as may be updated  from time to time) in the form generally made available by Google to its  customers for use with the Services at https://cloud.google.com/docs/

“End Users” means the individuals who are permitted by Customer to use  the Services. For clarity, End Users may include employees of Customer  Affiliates and other authorized third parties. 

“Export Control Laws” means all applicable export and re-export control  laws and regulations, including (a) the Export Administration Regulations  (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and  economic sanctions maintained by the U.S. Treasury Department’s Office  of Foreign Assets Control, and (c) the International Traffic in Arms  Regulations (“ITAR”) maintained by the U.S. Department of State. 

“Fee Accrual Period” means a calendar month or another period specified  by Google in the Admin Console. 

“Fees” means the applicable fees for each Service or Software plus any  applicable Taxes. The Fees for each Service are stated at  

https://cloud.google.com/skus/ (incorporated into the Agreement by this  reference).

“Google API” means any application programming interface provided by  Google as part of the Services. 

“High Risk Activities” means activities where the use or failure of the  Services would reasonably be expected to lead to death, personal injury, or  environmental or property damage (such as the creation or operation of  nuclear facilities, air traffic control, life support systems, or weaponry). 

“HIPAA” means the Health Insurance Portability and Accountability Act of  1996 as it may be amended from time to time, and any regulations issued  under it. 

“including” means including but not limited to. 

“Indemnified Liabilities” means any (i) settlement amounts approved by  the indemnifying party and (ii) damages and costs finally awarded against  the indemnified party by a court of competent jurisdiction. 

“Intellectual Property Rights” means current and future worldwide rights  under patent, copyright, trade secret, trademark, and moral rights laws,  and other similar rights. 

“Legal Process” means an information disclosure request made under law,  governmental regulation, court order, subpoena, warrant, 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 Admin Console. 

“Project” means a collection of Google Cloud Platform resources  configured by Customer via the Services. 

“Service Specific Terms” means the then-current terms specific to one or  more Services stated at https://cloud.google.com/terms/service-terms . “Services” means the then-current services described at  https://cloud.google.com/terms/services, excluding any Third-Party  Offerings. 

“SLA” means each of the then-current service level agreements at  https://cloud.google.com/terms/sla/

“Software” means any downloadable tools, software development kits, or  other such computer software provided by Google in connection with the  Services, and any updates Google may make to such Software from time  to time, excluding any Third-Party Offerings. 

“Suspend” or “Suspension” means disabling or limiting access to or use of  the Services or components of the 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” has the meaning stated in Section 8.1 (Agreement Term) of this  Agreement. 

“Third-Party Offerings” means (a) third-party services, software, products,  and other offerings that are not incorporated into the Services or Software  and (b) offerings identified in the “Third-Party Terms” section of the  Service Specific Terms. 

“Third-Party Legal Proceeding” means any formal legal proceeding filed by  an unaffiliated third party before a court or government tribunal (including  any appellate proceeding). 

“Trademark Guidelines” means Google’s Guidelines for Third Party Use of  Google Brand Features at  

https://www.google.com/permissions/guidelines.html

“TSS” means the then-current technical support service provided by  Google to Customer under the TSS Guidelines. 

“TSS Guidelines” means Google’s technical support services guidelines  then in effect for the Services. TSS Guidelines are at  

https://cloud.google.com/terms/tssg/ (under Google Cloud Platform  Services). 

“URL Terms” means, collectively, the AUP, Data Processing and Security  Terms, Service Specific Terms, SLA, and TSS Guidelines. 

  1. Regional Terms. Customer agrees to the following modifications to the Agreement  if Customer’s billing address is in the applicable region as described below: 

Asia Pacific – All regions, excluding India 

Section 2.2 is replaced as follows: 

2.2 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” under Section 14.19 (Definitions) is replaced as follows: 14.19 Definitions.

“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) 

Section 14.12 (U.S. Governing Law) is replaced as follows: 

14.12 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 14.12  (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 14.12  (Governing Law; Arbitration) will be considered Confidential Information under Section 7  (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 7 (Confidential  Information), the parties may disclose the information described in this Subsection  14.12 (g) to a competent court as may be necessary to file any order under Subsection  14.12 (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. 

Asia Pacific – Indonesia 

A new Section 8.6 is added: 

8.6 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 Agreement is accessible here and Section 14.18 is  replaced as follows: 

14.18 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. 

North America – United States

Section 14.19 (Definitions) is changed to Section 14.20 (Definitions). A new Section 14.19 is added: 

14.19 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.

About Rahi
Rahi was founded in 2012 as a global provider of full-service IT solutions and services for companies of all industries. From design, installation, and system maintenance to logistics and managed services – we handle it all, so you don’t have to.
Contact Us

Rahi Systems Inc.
48303 Fremont Blvd,
Fremont CA 94538, USA
+1 510 651 2205
Fax: +1 650 520 2737
[email protected]

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