April 1, 2021

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# Google Cloud Platform
Terms of Service

Last modified: April 1, 2021

This is not the current version of this document and is provided for archival
purposes.
View the current version

If you are accessing the Google Cloud Platform Services as
a customer of an unaffiliated Google Cloud Platform
reseller, the terms below do not apply to you, and your
agreement with your reseller governs your use of the Google
Cloud Platform Services.

If you signed an offline variant of this Agreement for use
of the Google Cloud Platform services under the same Google
Cloud Platform Account, the terms below do not apply to you,
and your offline terms govern your use of the Google Cloud
Platform Services.

If your billing account is in India, please review
these Terms of Service,
which apply to your use of Google Cloud Platform.

If your billing account is in Brazil, please review these
Terms of Service,
which apply to your use of Google Cloud Platform.

Se a sua conta para faturamento é no Brasil, por gentileza
veja o
Termos de Serviço,
que será o Termo aplicável à sua utilização da Google Cloud
Platform.

These Google Cloud Platform Terms of Service (together, the
"Agreement") are entered into by Google and the entity or person
agreeing to these terms ("Customer") and govern Customer's
access to and use of the Services. "Google" has the meaning
given
at https://cloud.google.com/terms/google-entity.

This Agreement is effective when Customer clicks to accept it
(the "Effective Date"). If you are accepting on behalf of
Customer, 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.

**1. Provision of the Services.**

1.1 *Services Use.* During the Term, Google will
provide the Services in accordance with the Agreement, including
the SLAs, and 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.

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 *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 pricing (and any linked documents)
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 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 may stop using the Services. Customer may also
terminate this Agreement for convenience under Section 8.4
(Termination for Convenience). Customer's continued use of the
Services after such material change will constitute Customer's
consent to such changes. 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 1.4(d) (Discontinuation
of Services) does not apply to pre-general availability
Services, offerings, or functionality.

1.5 *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.

**2. Payment Terms.**

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 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 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,
Google will charge (and Customer will pay) all Fees immediately
at the end of the Fee Accrual Period. If Customer elects to pay
by invoice (and Google agrees), 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 Google. 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 Google
for the Services without any reduction for Taxes. If Google is
obligated to collect or pay any Taxes, the Taxes will be
invoiced to Customer and Customer will pay such Taxes to Google,
unless Customer provides Google with a timely and valid tax
exemption certificate in respect of those Taxes.

(b) Customer will provide Google with any applicable tax
identification information that Google 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 *Payment Disputes & Refunds.* Any payment
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. 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 in collecting such delinquent amounts. Further, if
Customer's payment for the Services is overdue, Google may
Suspend the Services.

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).

**3. 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 *Documentation.* Google may provide
Documentation for Customer's use of the Services.

3.5 *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.

**4. 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.

**5. 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.

**6. 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.

**7. 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.

**8. 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.* 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.

**9. 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.

**10. 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.

**11. 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.**

**12. 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).

**14. 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-notices@google.com.
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
1.4(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.

**15. 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.

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