April 19, 2023

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# Implementation Services
Agreement

Last modified: April 19, 2023

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

View the current version

To receive the Services described below, Customer agrees to
the terms of this Implementation Services Agreement,
including any Regional Terms below (the “Agreement”).
Together with any applicable Order Form, the Agreement
governs Customer’s receipt of Services from Google. "Google"
has the meaning given
at

https://cloud.google.com/terms/google-entity
.

#### 1. Services

1.1 *Services*. Google
will provide Services, including Deliverables, to Customer in
accordance with the Agreement, subject to Customer fulfilling
its obligations under Section 2.1 (Cooperation).

1.2 *Change Orders*.
Any changes to an Order Form require a written amendment signed
by Customer and Google.

1.3 *Personnel*. Google
will determine which Personnel will perform the Services. If
Customer requests a change of Personnel and provides a
reasonable and legal basis for such request, Google will use
commercially reasonable efforts to replace the assigned
Personnel with alternative Personnel.

1.4 *Subcontracting*.
Google may subcontract any of its obligations under the
Agreement but will remain liable to Customer for any
subcontracted obligations.

1.5 *Compliance with
Customer’s Onsite Policies and Procedures*. Google’s
Personnel performing Services at Customer’s facilities will
comply with Customer’s reasonable written onsite policies and
procedures provided in advance to Google.

#### 2. Customer Obligations.

2.1 *Cooperation*.
Customer will provide reasonable and timely cooperation in
connection with Google’s provision of the Services. Google will
not be liable for a delay caused by Customer’s failure to
provide Google with information, materials, consents or access
to Customer facilities, networks or systems required for Google
to perform the Services. If Google informs Customer of such
failure and Customer does not cure the failure within 10 days,
then: (a) Google may terminate any incomplete Services and (b)
in addition to any fees due under Section 7.3(b) (Effect on
Payment), Customer will pay actual costs incurred by Google for
the cancelled Services.

2.2 *Consents*.
Customer is responsible for any consents and notices required to
permit Customer’s use and receipt of the Services.

2.3 *No Personal Data*.
Customer acknowledges that Google does not need to process
Personal Data to perform the Services. Customer will not provide
Google with access to Personal Data unless the parties have
agreed in a separate agreement on the scope of work and any
terms applicable to Google’s processing of such Personal Data.

#### 3. Payment Terms.

3.1 *Payment*. Customer
will pay all Fees for Services ordered under the Agreement.
Google will invoice Customer for the Fees. Customer will pay all
invoiced amounts by the Payment Due Date. All payments are due
in the currency described in the invoice. Wire transfer payments
will include the bank information described in the invoice. Fees
for some Services may be non-cancellable, as specified on an
Order Form.

3.2 *Taxes*. Google
will itemize any invoiced Taxes. Customer will pay invoiced
Taxes unless Customer provides a valid tax exemption
certificate. Customer may withhold Taxes if Customer provides a
valid receipt evidencing the taxes withheld.

3.3 *Invoice Disputes*.
Customer will submit any invoice disputes
to

collections@google.com
 before
the Payment Due Date. If the parties determine that Fees were
incorrectly invoiced, Google will issue a credit equal to the
agreed amount.

3.4 *Overdue Payments.*

a. Customer’s payment of Fees is
overdue if Google has not received it by the Payment Due Date.
If Customer’s payment is overdue, Google may (i) charge interest
on overdue amounts at 1.5% per month (or the highest rate
permitted by law, if less) from the Payment Due Date until paid
in full, and (ii) Suspend the Services or terminate the
applicable Order Form.

b. Customer will reimburse Google
for all reasonable expenses (including attorneys’ fees) incurred
by Google in collecting overdue payments except where such
payments are due to Google’s billing inaccuracies.

3.5 *Expenses*.
Customer will reimburse expenses:

a. as specifically described in the
applicable Order Form; or

b. up to the amounts specified as
“expenses” in the applicable Order Form that are actual,
reasonable, and necessary.

3.6 *Partner Orders*.
If Customer orders Services from a Partner: (a) Customer will
pay the Partner for the Services under payment terms agreed to
between Customer and the Partner, (b) Sections 3.1-3.5 (Payment)
of the Agreement will not apply to the Services, and (c) Google
will not owe any credits or refunds for the Services to
Customer. Customer may obtain credits or refunds for the
Services from the Partner to the extent agreed to between
Customer and the Partner.

#### 4. Intellectual Property.

4.1 *Background IP*.
Customer retains all rights, title and interest in Customer’s
Background IP. Google retains all rights, title and interest in
Google’s Background IP. Customer grants Google a license to use
Customer’s Background IP to provide the Services (with a right
to sublicense to Google Affiliates and subcontractors). Except
for the license rights under Sections 4.2 (Google Technology)
and 4.3 (Deliverables), neither party will acquire any right,
title, or interest in or to the other party’s Background IP
under the Agreement.

4.2 *Google
Technology*. Google owns all rights, title and interest in
Google Technology. To the extent Google Technology is
incorporated into Deliverables, Google grants Customer a
limited, worldwide, non-exclusive, perpetual, non-transferable
license to use the Google Technology in connection with the
Deliverables for Customer’s internal business purposes.

4.3 *Deliverables*.
Google grants Customer a limited, worldwide, non-exclusive,
perpetual, non-transferable license to use, reproduce and modify
the Deliverables for Customer’s internal business purposes.

4.4 *Feedback*. At its
option, Customer may provide feedback and 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. Confidentiality.

5.1 *Confidentiality
Obligation*s. Subject to Section 5.2 (Disclosure of
Confidential Information), the recipient will use the other
party’s Confidential Information only to exercise its rights and
fulfill its obligations under the Agreement. The recipient will
use reasonable care to protect against disclosure of the other
party’s Confidential Information to parties other than the
recipient’s employees, Affiliates, agents, or professional
advisors (“Delegates”) who need to know it and who have a legal
obligation to keep it confidential. The recipient will ensure
that its Delegates are also subject to the same non-disclosure
and use obligations.

5.2 *Disclosure of
Confidential Information*.

a. *General*. Regardless of
any other provision in the Agreement, the recipient and its
Delegates may disclose the other party’s Confidential
Information (i) with the other party’s written consent or (ii)
in accordance with a Legal Process request, subject to Section
5.2(b) (Legal Process Notification).

b. *Legal Process*
Notification. The recipient will use commercially reasonable
efforts to notify the other party before disclosing that party’s
Confidential Information in accordance with Legal Process.
Notice is not required before disclosure if the recipient is
informed that (i) it is legally prohibited from giving notice or
(ii) the Legal Process relates to exceptional circumstances
involving danger of death or serious physical injury.

c. *Opposition*. The
recipient will, and will ensure that its Delegates will, comply
with the other party’s reasonable requests to oppose disclosure
of its Confidential Information.

5.3 *Marketing and
Publicity*. Each party may use the other party’s Brand
Features in connection with the Agreement as permitted in the
Agreement. Customer may state publicly that it is a Google
customer and display Google Brand Features in accordance with
the Trademark Guidelines. Customer and Google will work together
on an announcement of Customer being a Google customer, which
will take place on an agreed upon date within 6 months of the
Effective Date. Additionally, with prior written consent, the
parties may engage in joint marketing activities such as
customer testimonials, press engagements, public speaking
events, and analyst interviews. A party may revoke the other
party’s right to use its Brand Features with 30 days’ written
notice. Any use of a party’s Brand Features will inure to the
benefit of the party holding Intellectual Property Rights to
those Brand Features.

#### 6. Warranties and Remedies.

6.1 *Mutual Warranty*.
Each party represents and warrants that it has full power and
authority to enter into the Agreement.

6.2 *Google Warranty*.
Google will perform the Services in a professional and
workmanlike manner, in accordance with practices used by other
service providers performing services similar to the Services.
Google will use Personnel with the requisite skills, experience,
and qualifications to perform the Services. Any claim that
Google has breached this warranty will be made within 30 days
after Google has provided the Services.

6.3 *Remedies*.
Google’s entire Liability and Customer’s sole remedy for
Google’s failure to provide Services that conform with Section
6.2 (Google Warranty) will be for Google to at its option: (1)
use commercially reasonable efforts to re-provide the Services
or (2) terminate the Order Form and refund any applicable Fees
received for the nonconforming Services.

6.4 ***Disclaimer*. Except as expressly
provided for in the Agreement, to the fullest extent permitted
by applicable law, Google does not make any warranties of any
kind, whether express, implied, statutory, or otherwise,
including warranties of merchantability, fitness for a
particular use, noninfringement, or error-free or
uninterrupted use of the Services.**

#### 7. Term; Termination.

7.1 *Agreement Term*.
The Agreement will start on the Effective Date and continue
until the expiration or termination of the Order Form.

7.2 *Termination for
Breach*.

a. *Termination of an Order
Form*. Either party may terminate an Order Form if the
other party is in material breach of the Agreement and fails to
cure that breach within 30 days after receipt of written notice.

b. *Termination of the
Agreement*. Either party may terminate the Agreement if
the other party: (i) is in material breach of the Agreement and
fails to cure that breach within 30 days after receipt of
written notice; (ii) ceases its business operations or becomes
subject to insolvency proceedings and such proceedings are not
dismissed within 90 days; or (iii) an applicable law or
government order prohibits the provision of the Services.

7.3 *Effects of
Termination*. If the Agreement terminates or expires, then
unless otherwise agreed in writing between the Parties, all
Order Forms also terminate or expire. The termination or
expiration of one Order Form will not affect other Order Forms.
If an Order Form terminates or expires, then:

a. *Effect on Services*. The
rights under the Agreement granted by one party to the other
regarding the Services will cease immediately except as
described in this Section 7.3 (Effects of Termination); and
Google will stop work on the Services; and

b. *Effect on Payment*.
Customer will pay for: (i) Services, including work-in-progress,
performed before the effective date of termination or expiration
and (ii) any remaining non-cancellable Fees. Google will send
Customer a final invoice for payment obligations under the Order
Form.

c. *Survival*. The following
Sections of the Agreement will survive expiration or termination
of the Agreement: 3 (Payment Terms), 4 (Intellectual Property),
5 (Confidentiality), 6.3 (Remedies), 6.4 (Disclaimer), 7.3
(Effects of Termination), 8 (Indemnification), 9 (Liability), 11
(Miscellaneous), and 12 (Definitions).

#### 8. Indemnification.

8.1 *Google Indemnification
Obligations*. Google will defend Customer against
Indemnified Liabilities in any Third-Party Legal Proceeding to
the extent arising from an allegation that Customer’s use of
Google Indemnified Materials in accordance with the Agreement
infringes the third party’s Intellectual Property Rights.

8.2 *Customer
Indemnification Obligations*. Customer will defend Google,
its Personnel, and its Affiliates, and indemnify them against
Indemnified Liabilities in any Third-Party Legal Proceeding to
the extent arising from any Customer Indemnified Materials.

8.3 *Indemnification Exclusions.
Sections 8.1* (Google Indemnification Obligations) and
Section 8.2 (Customer Indemnification Obligations) will not
apply to the extent the underlying allegation arises from:

a. the indemnified party’s breach
of the Agreement; or

b. modifications to the Google
Indemnified Materials or Customer Indemnified Materials (as
applicable) by anyone other than the indemnifying party; or

c. combination of the Google
Indemnified Materials or Customer Indemnified Materials (as
applicable) with materials not provided by the indemnifying
party under the Agreement; or

d. compliance with the indemnified
party’s instructions, design or request for customized features.

8.4 *Indemnification
Conditions*. Sections 8.1 (Google Indemnification
Obligations) and 8.2 (Customer Indemnification Obligations) are
conditioned on the following:

a. The indemnified party will
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 8.4(a) prejudices the defense of the Third-Party
Legal Proceeding, the indemnifying party’s obligations under
Section 8.1 (Google Indemnification Obligations) or 8.2
(Customer Indemnification Obligations) (as applicable) will be
reduced in proportion to the prejudice.

b. The indemnified party will
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.

8.5 *Remedies*.

a. If Google reasonably believes
the Services or Deliverables 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 or Deliverables; (ii) modify the
Services or Deliverables to make them non-infringing without
materially reducing their functionality; or (iii) replace the
Services or Deliverables with a non-infringing, functionally
equivalent alternative.

b. If Google does not believe the
remedies in Section 8.5(a) (Remedies) are commercially
reasonable, then Google may (i) terminate the impacted Services
and Customer’s use of the impacted Deliverables and (ii) provide
a pro-rated refund of any Fees paid for such Services or
Deliverables.

8.6 *Sole Rights and
Obligations*. Without affecting either party’s
termination rights, this Section 8 (Indemnification) states the
parties’ sole and exclusive remedy under the Agreement for any
third party allegations of Intellectual Property Rights
infringement covered by this Section 8 (Indemnification).

#### 9. Liability.

**9.1 *Limited
Liabilities*.**

**a. To the extent permitted
by applicable law and subject to Section 9.2 (Unlimited
Liabilities), neither party will have any Liability arising
out of or relating to the Agreement for any:**

**i. indirect,
consequential, special, incidental, or punitive damages;
or**

**ii. lost revenues,
profits, savings, or goodwill.**

**b. Each party’s total
aggregate Liability for damages arising out of or relating to
the Agreement is limited to the Fees Customer paid under the
Order Form.**

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

**a. death, personal injury,
or tangible personal property damage resulting from its
negligence or the negligence of its employees or
agents;**

**b. its fraud or fraudulent
misrepresentation;**

**c. its obligations under
Section 8 (Indemnification);**

**d. its infringement of the
other party’s Intellectual Property Rights;**

**e. its payment obligations
under the Agreement; or**

**f. matters for which
liability cannot be excluded or limited under applicable
law.**

#### 10. Insurance.

During the term of the Agreement, each party will maintain, at
its own expense, appropriate insurance coverage applicable to
performance of the party’s respective obligations under the
Agreement, including general commercial liability, worker’s
compensation, automobile liability, and professional liability.

#### 11. Miscellaneous.

11.1 *Notices*. Google
will provide notice to Customer under the Agreement by sending
an email to the Notification Email Address. Customer will
provide notice to Google by sending an email
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.

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

11.3 *Assignment*.
Neither party may assign the Agreement without the written
consent of the other, except Google may assign the Agreement to
an Affiliate where: (a) the Affiliate will be responsible for
Google’s obligations under the Agreement; and (b) Google has
notified the Customer of the assignment. Any other attempt to
assign is void.

11.4 *Change of
Control*. If a party experiences a change of Control other
than an internal restructuring or reorganization: (a) that party
will give written notice to the other party within 30 days after
the change of Control; and (b) the other party may immediately
terminate the Agreement any time within 30 days after it
receives that written notice.

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

11.6 *No Agency*. The
Agreement does not create any agency, partnership, or joint
venture between the parties or the relationship of employer and
employee between: (a) the parties, or (b) one party and the
other party’s Personnel.

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

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

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

11.10 *Equitable
Relief*. Nothing in the Agreement will limit either
party’s ability to seek equitable relief.

11.11 *Governing Law*.
All claims arising out of or relating to the Agreement or the
Services will be governed by California law, excluding that
state’s conflict of laws rules, and will be litigated
exclusively in the federal or state courts of Santa Clara
County, California; the parties consent to personal jurisdiction
in those courts.

11.12 *Amendments*.
Except as specifically described otherwise in the Agreement, any
amendment to the Agreement will be in writing, expressly state
that it is amending the Agreement, and be signed by both
parties.

11.13 *Updates*. Google
may update the terms of the Agreement from time to time. The
terms of the updated Agreement will apply only to Order Forms
signed by Customer and Google after Google posts the updated
Agreement to a publicly available URL.

11.14 *Independent
Development*. Nothing in the Agreement will be construed
to limit or restrict either party from independently developing,
providing, or acquiring any materials, services, products,
programs or technology that are similar to the subject of the
Agreement, provided that the party does not violate its
obligations under the Agreement in doing so.

11.15 *Entire
Agreement*. The Agreement states all terms agreed between
the parties, and supersedes any prior or contemporaneous
agreements between the parties relating to the subject matter of
the Agreement. In entering into the Agreement, neither party has
relied on, and neither party will have any right or remedy based
on, any statement, representation or warranty (whether made
negligently or innocently), except those expressly described in
the Agreement. Nothing in the Agreement grants any right for
Customer to use materials, products or services that are made
available to Google customers under a separate license or
agreement.

11.16 *Conflicting
Terms*. If there is a conflict among the documents that
make up the Agreement, then the documents will control in the
following order: the applicable Order Form and the Agreement.

11.17 *Conflicting
Languages*. If the Agreement is translated into any other
language, and there is a discrepancy between the English text
and the translated text, the English text will control.

11.18 *Counterparts*.
The parties may execute the Agreement in counterparts, including
facsimile, PDF, and other electronic copies, which taken
together will constitute one instrument.

11.19 *Electronic
Signatures*. The parties consent to electronic signatures.

11.20 *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.

#### 12. Definitions.

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

“*Background IP*” means all
Intellectual Property owned or licensed by a party (a) before
the Effective Date of the applicable Order Form or (b)
independent of the Services.

“*Brand Features*” means
each party’s trade names, trademarks, logos, domain names, and
other distinctive brand features.

“*Confidential Information*”
means information that one party (or an Affiliate) discloses to
the other party under the Agreement, and that is marked as
confidential or would normally be considered confidential
information under the circumstances. Confidential Information
does not include information that is independently developed by
the recipient, is shared with the recipient by a third party
without confidentiality obligations, or is or becomes public
through no fault of the recipient.

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

“*Customer Indemnified
Materials*” means: (a) Customer Background IP, and any
other information, materials, or technology provided to Google
by Customer in connection with the Services (in each case,
excluding any open source software); and (b) Customer’s Brand
Features. Customer Indemnified Materials do not include Google
Technology or Deliverables.

“*Customer*” means the Party
purchasing Services from Google as identified on an applicable
Order Form.

“*Deliverables*” means work
product created specifically for Customer by Google Personnel as
part of the Services and specified as Deliverables as part of an
Order Form.

“*Effective Date*” means the
date of the last party’s signature of an Order Form
incorporating the Agreement.

“*Fees*” means the
applicable fees for the Services as specified in an Order Form,
including any reimbursable expenses (if applicable).

“*Google Indemnified
Materials*” means (a) Deliverables and Google Technology
(in each case, excluding any open source software); or (b)
Google’s Brand Features. Google Indemnified Materials do not
include Customer Background IP.

“*Google Technology*” means:
(a) Google Background IP, (b) all Intellectual Property and
know-how applicable to Google products and services, and (c)
tools, code, algorithms, modules, materials, documentation,
reports and technology developed in connection with the Services
that have general application to Google’s other customers,
including derivatives of and improvements to Google’s Background
IP. Google Technology does not include Customer Background IP or
Customer Confidential Information.

“*Including*” or
“*including*” means including but not limited to.

“*Indemnified Liabilities*” means any
(i) settlement amounts approved by the indemnifying party, and
(ii) damages and costs in a final judgment awarded against the
indemnified party and its Affiliates by a court of competent
jurisdiction.

“*Intellectual Property*” or
“*IP*” means anything protectable by an Intellectual
Property Right.

“*Intellectual Property Right(s)*”
means all patent rights, copyrights, trademark rights, rights in
trade secrets (if any), design rights, database rights, domain
name rights, moral rights, and any other intellectual property
rights (registered or unregistered) throughout the world.

“*Liability*” means any
liability, whether under contract, tort (including negligence),
or otherwise, regardless of whether foreseeable or contemplated
by the parties.

“*Notification Email
Address*” means the email address(es) designated by
Customer in the applicable Order Form.

“*Order Form*” means an
order form or other document issued by Google under the
Agreement, including data sheets associated with Services
described in the order form, and executed by Customer and Google
specifying the Services Google will provide to Customer.

“*Partner*” means a third
party authorized by Google to resell the Services.

“*Payment Due Date*” means
the payment due date stated in the applicable Order Form, or in
its absence, 30 days from the invoice date.

“*Personal Data*” means
personal data that: (a) has the meaning given to it in: (i)
Regulation (EU) 2016/679 of the European Parliament and of the
Council of 27 April 2016 on the protection of natural persons
with regard to the processing of personal data and on the free
movement of such data, and repealing Directive 95/46/EC ("EU
GDPR"); or (ii) the EU GDPR as amended and incorporated into UK
law under the UK European Union (Withdrawal) Act 2018, if in
force ("UK GDPR"), as applicable; and (b) would cause Google to
be subject to the EU GDPR or the UK GDPR (as applicable) as a
data processor for Customer.

“*Personnel*” means a
party’s and its Affiliates’ respective directors, officers,
employees, agents, and subcontractors.

“*Services*” means the
then-current advisory and implementation services described
at

g.co/cloudpsoterms
 and
similar advisory or implementation services designed to help
Customer use Google products and services. Services do not
include Training Services.

“*Tax(es)*” means all
government-imposed taxes, except for taxes based on Google’s net
income, net worth, asset value, property value, or employment.

“*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 Brand Terms and Conditions, located
at:

http://www.google.com/permissions/trademark/brand-terms.html.

“*Training Services*” means
education and certification services related to Google products
and services for individual or groups of users described as
training
at

g.co/cloudpsoterms
.

#### 13. Regional Terms.

Customer agrees to the following modifications to the Agreement
if Customer has a billing address in the locations described
below:

**Americas**

Argentina, Bolivia, Chile, Colombia, Costa Rica,
Cuba, Ecuador, El Salvador, Guatemala, Haití,
Honduras, México, Nicaragua, Panamá, Paraguay, Puerto
Rico, Perú, República Dominicana, Uruguay or Venezuela

1. Sections 4.2 and 4.3 are replaced with the
following:

4.2 *Google Technology*. Google owns all
rights, title and interest in Google Technology. To
the extent Google Technology is incorporated into
Deliverables, Google grants Customer a limited,
worldwide, non-exclusive, non-transferable license to
the maximum extent permitted by law, to use the Google
Technology in connection with the Deliverables for
Customer’s internal business purposes.

4.3 *Deliverables*. Google grants Customer a
limited, worldwide, non-exclusive, non-transferable
license to the maximum extent permitted by law, to
use, reproduce and modify the Deliverables for
Customer’s internal business purposes.

Canada

1. Section 11.11 (Governing Law) is replaced with:

*Governing Law*. All claims arising out of or
relating to the Agreement or the Services will be
governed by Ontario law and the applicable laws of
Canada, excluding that province’s conflict of laws
rules, and will be litigated exclusively in the
federal or state courts of Ontario located in Toronto,
Ontario; the parties consent to personal jurisdiction
in those courts.

**Asia Pacific**

Asia Pacific region except Australia, Indonesia,
Japan, New Zealand, and South Korea

excluding India

Japan

South Korea

Google New Zealand

Indonesia

1. Section 3.2 (Taxes) is replaced with:

*Taxes*. Google will separately itemize the
Taxes on the invoice issue to the Customer. 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.

2. For purposes of Sections 5.3 (Marketing and
Publicity) and 6.4 (Disclaimer), “Google” also
includes “Google Affiliates”.

3. A new Section 7.4 is added:

*Waiver of Laws*. Where applicable, the
parties agree that for effectiveness of the
termination clauses under the Agreement, to waive any
provisions, procedures and operation of any applicable
law to the extent that a court order is required for
termination of the Agreement.

4. Section 11.11 (Governing Law) is replaced with the
following:

a. ALL CLAIMS ARISING OUT
OR RELATING TO THE 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 the 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
(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
will be considered Confidential Information under the
Agreement’s confidentiality section, including (i) the
existence of, (ii) any information disclosed during,
and (iii) any oral communications or documents related
to the arbitration proceedings. The parties may also
disclose the information described in this Subsection
(g) to a competent court as may be necessary to file
any order under Subsection (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.

i. The parties agree that
a decision of the arbitrators need not to be made
within any specific time period.

5. If Customer orders Services from PT Google Cloud
Indonesia, the Indonesian version of this Agreement is
accessible

here
 and
Section 11.17. (Conflicting Languages) is replaced
with:

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.

6. The Definition below is replaced with the
following language:

“*Tax(es)*” 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.

7. For Google Australia Pty Ltd., Google Cloud Japan
G.K., PT Google Cloud Indonesia, Google Cloud Korea,
and Google New Zealand Limited, “Google” means Google
Asia Pacific Pte. Ltd. and/or its Affiliates
(including Google Australia Pty Ltd., Google Cloud
Japan G.K., PT Google Cloud Indonesia, Google Cloud
Korea, and Google New Zealand Limited, as applicable)
as the context requires.

**India**

India

1. For Customers who order Services from Google Cloud
India Private Limited: (a) except for this Section,
the terms of the Agreement do not apply and (b) the
terms of the

Implementation Services Agreement India - GCP
 apply.

**Europe, Middle East,
Africa**

Europe, the Middle East, and Africa

1. Section 3.2 (Taxes) is replaced with:

*Taxes*. Google will itemise any invoiced
Taxes. Customer will pay invoiced amounts without any
deduction or withholding.

2. Section 3.4 (Overdue Payments) is replaced with:

*Overdue
Payments*.

a. Customer’s payment of
Fees is overdue if Google has not received it by the
Payment Due Date. If Customer’s payment is overdue,
Google may: (i) charge interest on overdue amounts at
2% per year above the base rate of Barclays Bank PLC
from the Payment Due Date until paid in full whether
before or after judgment, and (ii) Suspend the
Services or terminate the applicable Order Form.

b. Customer will
reimburse Google for all reasonable expenses
(including legal fees) incurred by Google in
collecting overdue payments except where such payments
are due to Google’s billing inaccuracies.

3. Section 6.4 (Disclaimer) is replaced with:

*Disclaimer*. No conditions, warranties or
other terms apply to the provision of the Services or
Deliverables unless expressly described in the
Agreement. No implied conditions, warranties or other
terms apply (including any implied terms as to
satisfactory quality, fitness for purpose or
conformance with description). Google does not warrant
that operation of the Services or Deliverables will be
error-free or uninterrupted.

4. Section 7.3(b) (Termination of the Agreement) is
replaced with:

*Termination of the Agreement*. Either party
may terminate the Agreement if the other party: (i) is
in material breach of the Agreement and fails to cure
that breach within 30 days after receipt of written
notice; or (ii) enters into an arrangement or
composition with or for the benefit of its creditors,
goes into administration, receivership or
administrative receivership, or is dissolved or
otherwise ceases its business operations or becomes
subject to insolvency or bankruptcy proceedings and
such proceedings are not dismissed within 90 days.

5. Section 8.1(Google Indemnification Obligations) is
replaced with:

*Google Indemnification Obligations*. Google
will indemnify Customer and its Affiliates
participating under the Agreement (“Customer
Indemnified Parties”), against Indemnified Liabilities
in any Third-Party Legal Proceeding to the extent
arising from an allegation that Customer Indemnified
Parties’ use in accordance with the Agreement of
Google Indemnified Materials infringes the third
party’s Intellectual Property Rights.

6. Section 8.2 (Customer Indemnification Obligations)
is replaced with:

*Customer Indemnification Obligations*.
Customer will indemnify Google, its Personnel, and its
Affiliates, against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising
from any Customer Indemnified Materials.

7. Section 9 (Liability) is replaced with:

**Liability.**

9.1 *Limited Liabilities*.

a. Subject to Section 9.2 (Unlimited Liabilities),
neither party will have any Liability arising out of
or relating to the Agreement for any:

i. loss of profits;

ii. loss of anticipated savings;

iii. loss of business opportunity;

iv. loss of reputation or goodwill; or

v. indirect or consequential losses.

b. Subject to Sections 9.1(a) and 9.2 (Unlimited
Liabilities), each party’s total Liability for all
claims arising out of or relating to the Agreement in
any Contract Year is limited to the greater of:

i. the total Fees paid by Customer in the relevant
Contract Year for the Services (if any); and

ii. £25,000.

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

i. death or personal injury resulting from its
negligence or the negligence of its employees or
agents;

ii. its fraud or fraudulent misrepresentation;

iii. its infringement of the other party’s
Intellectual Property Rights;

iv. its payment obligations under the Agreement;

v. or matters for which liability cannot be excluded
or limited under applicable law.

8. Section 11.11 (Governing Law) is replaced with:

*Governing Law*.

a. The Agreement and any
dispute (contractual or non-contractual) concerning
the Agreement or its subject matter or formation (a
“Dispute”) is/are governed by English law.

b. Any Dispute will be
referred to and finally resolved by arbitration under
the rules of the LCIA, which rules are deemed to be
incorporated by reference into this Section. The
number of arbitrators will be three. The seat, or
legal place, of arbitration will be London, England.
The language to be used in the arbitration will be
English.

c. This Section 11.11 is
without prejudice to the right of either party to
apply to any court of competent jurisdiction for
emergency, interim or injunctive relief (together
“Interim Relief”). Except where Customer has its
registered office or principal place of business in
Russia or Ukraine, such Interim Relief will be subject
to review and subsequent adjudication by the arbitral
tribunal such that any dispute in respect of Interim
Relief will be determined by the arbitral tribunal.

9. The following new Definitions are added to Section
12:

“*commercially reasonable efforts*” means
reasonable endeavours.

“*Contract Year*” means a period of one
calendar year starting on the Effective Date or the
relevant anniversary of the Effective Date (as
appropriate).

10. The Definition below is replaced with the
following language:

“T*ax(es)*” means any duties, customs fees, or
taxes (other than Google’s income tax), including
indirect taxes such as goods and services tax and
value-added tax, associated with the purchase of the
Services, and any related penalties or interest.

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