April 22, 2025

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# Google Cloud
Terms of Service

Last modified: April 22, 2025

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

View the current version

New to Google Cloud? A quick overview of Google
Cloud’s online contracting can be found
here.

If you are accessing the Google Cloud Platform
Services or Looker (original) 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 or Looker (original) Services. For the avoidance of doubt, if you are accessing
the SecOps Services as a customer of an unaffiliated Google Cloud
reseller, the terms below do apply to you in relation to your use of
SecOps Services, subject to Section 14 (Resold Customers).

If you signed an offline variant of this Agreement for use of the
Google Cloud Platform Services, SecOps Services, or Looker (original)
Services under the same Google Cloud Platform Services, SecOps
Services or Looker (original) Services Account, the terms below do
not apply to you, and your offline terms govern your use of the
Google Cloud Platform Services, SecOps Services or Looker (original)
Services, as applicable.

These Google Cloud 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 or otherwise agrees to 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 this Agreement, including the SLAs, and Customer
may use the Services, and integrate the GCP Services and Looker (original)
Services into any Customer Application that has material value independent
of the Services, in accordance with this Agreement. For clarity, Customer
may not create or host Customer Applications using the SecOps Services under
this Agreement and may only integrate Looker (original) Services into a
Customer Application as provided in the Service Specific Terms.

1.2 *Admin Console.* If applicable, 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 (including any keys for Google APIs) and for any
use of its Account. Google has no obligation to provide multiple accounts to
Customer.

1.4 *Updates.*

(a) *To the Services.* Google may make
commercially reasonable updates to the Services from time
to time.

(b) *To this Agreement.* For GCP Services, Looker (original)
Services, and their respective TSS only, Google may make updates to this
Agreement and pricing from time to time. Google will post any update to
this Agreement to
https://cloud.google.com/terms/. This subsection 1.4(b) does
not apply to updates to the URL Terms, which are governed by subsection
1.4(c) below.
(i) With respect to GCP Services and their
corresponding TSS, unless otherwise noted by Google, material updates to
this Agreement will become effective 30 days after they are posted.
Notwithstanding the preceding sentence, to the extent any updates apply
to new functionality or are required to comply with applicable law, they
will be effective immediately. If Customer does not agree to any update
to the Agreement regarding GCP or its TSS, Customer may stop using the
GCP Services or TSS. Customer may also terminate this Agreement for
convenience under Section 8.4 (Termination for Convenience). Customer's
continued use of the GCP Services or TSS after a material update will
constitute Customer's consent to such update.

(ii) With respect to Looker (original) Services
and their corresponding TSS, material updates to this Agreement will only
take effect if and when Customer’s Order Term renews.

(iii) For the avoidance of doubt, this Section
1.4(b) does not apply to SecOps Services and their corresponding TSS.

(c) *To the URL Terms (All Services).
*Google may make commercially reasonable updates to the URL Terms from time
to time by posting any such update at the relevant URL Term. Unless otherwise
noted by Google, material updates to the URL Terms will become effective 30
days after they are posted. Notwithstanding the preceding sentence,
to the extent the updates apply to new functionality or the Cloud
Data Processing Addendum, or are required by applicable law, they
will be effective immediately.

(d) *To the Cloud Data Processing Addendum.
*Without limiting the generality of Section 1.4(c), Google may only update the Cloud Data Processing
Addendum where such update is required to comply with
applicable law, is expressly permitted by the Cloud Data
Processing Addendum, or such update:

(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 “Compliance with Customer’s Instructions” Section
of the Cloud Data Processing Addendum; and

(iv) does not otherwise have a material adverse impact on
Customer's rights under the Cloud Data Processing
Addendum.

(e) *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(e) (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(e) (Discontinuation of
Services) does not apply to pre-general availability
Services, offerings, or functionality.

1.5 *Software.* If Google makes 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 *Billing. *Google will issue an
electronic bill or invoice to Customer for all Fees,
including, if applicable, Fees based on Customer's use of
the Services during the applicable Fee Accrual Period and
any relevant Fees for TSS. If Google reasonably determines
based on evidence available to Google that Customer is at
risk of non-payment or that Customer’s Account is
potentially fraudulent, then Google may invoice Customer
more frequently. Customer will pay all Fees in the
currency stated in the bill or invoice. If Customer pays by
credit card, debit card, or other non-invoiced form of payment,
Customer will pay all Fees immediately at
the end of the Fee Accrual Period or when otherwise
charged by Google. If Customer pays by
invoice, Customer will pay Google all invoiced amounts by the
Payment Due Date. Unless required by law, Customer's obligation
to pay all Fees is non-cancellable. For GCP Services and Looker (original) Services,
Google's measurement tools will be used to determine Customer's usage of
the Services. Google has no obligation to provide multiple bills. Payments made via
wire transfer must include the bank information provided
by Google.

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 in good faith before
the Payment Due Date. If Google, having reviewed the
dispute in good faith, determines 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 given
by Google for billing inaccuracies under this Section 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 (which, for clarity, do not include amounts
subject to a good faith payment dispute submitted before
the Payment Due Date), 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, in the event
of any late payment for the Services, 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 this 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
this 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 responds to notices
of alleged copyright infringement and terminates the
Accounts of repeat infringers in appropriate circumstances
as required to maintain safe harbor for online service
providers under the U.S. Digital Millennium Copyright Act.

3.6 *Third-Party Content Enforcement*. If
Customer’s primary use of the Services is to host
third-party content or facilitate the sale of goods or
services between third parties on its platform, Customer
will take the following steps to enforce compliance with
the AUP: (a) publish policies defining what content is
prohibited on its platform (e.g., illegal content); (b)
maintain a publicly accessible method (e.g., webform or
email alias) to receive notices of violation of that
policy (in addition to a monitored communications channel
for Google); and (c) promptly review and address any such
notices, and remove content where appropriate.

**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 Suspension is needed to
protect the Services, Google’s infrastructure supporting
the Services, or any other customer of the Services (or
their end users); (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.

4.3 *Generative AI Safety and Abuse.* Google uses
automated safety tools to detect abuse of Generative AI Services.
Notwithstanding the “Handling of Prompts and Generated Output” section
in the Service Specific Terms for GCP Services, if these tools detect potential abuse or
violations of Google’s
AUP or

Prohibited Use Policy, Google may log Customer prompts solely for the
purpose of reviewing and determining whether a violation has occurred. See
the

Abuse Monitoring documentation page for more information about how
logging prompts impacts Customer’s use of the Services.

**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 retains all
Intellectual Property Rights in Customer Data and Customer
Applications, and Google retains all Intellectual Property
Rights in the Services and Software.

5.2 *Protection of Customer Data.* Google
will only access, use, and otherwise process Customer Data
in accordance with the Cloud Data Processing Addendum and
will not access, use, or process Customer Data for any
other purpose. Google has implemented and will maintain
technical, organizational, and physical measures to
protect Customer Data, as further described in the Cloud
Data Processing Addendum.

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 this 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 and its Affiliates'
employees, agents, subcontractors, 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 this Agreement is terminated as stated
in this Section 8 (Term and Termination).

8.2 *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
this Agreement and fails to cure that breach within 30 days after receipt
of written notice.

(b) *Termination of this Agreement.* To the extent
permitted by applicable law, either party may terminate this Agreement
immediately on written notice if (i) the other party is in material breach
of this Agreement and fails to cure that breach within 30 days after
receipt of written notice of the breach; or (ii) 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 GCP
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. Subject to any financial commitments in an Order Form
or addendum to this Agreement, 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. For purposes of GCP Services and TSS
only, Google may terminate this Agreement or any applicable Order Form for
its convenience at any time with 30 days' prior written notice to Customer.
For the avoidance of doubt, any termination of this Agreement by Google for
its convenience pursuant to the prior sentence will not impact any active
SecOps Services or Looker (original) Services Order Forms, and this Agreement
will continue to govern such SecOps Services or Looker (original) Services
Order Forms, as applicable, until their expiration or termination pursuant
to this Agreement.

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.* Subject to the last sentence of
Section 8.4 (Termination for Convenience), if this Agreement terminates,
then all Order Forms also terminate. If this Agreement or an Order Form
is terminated, then (a) all rights and access to the
Services (or in the case of termination of an Order Form, the applicable
Services) will terminate (including access to Customer
Data, if applicable), unless otherwise described in this
Agreement or the Order Form, and (b) all Fees owed by Customer
to Google under this Agreement or Order Form, as applicable, are
immediately due upon Customer’s receipt of the final
electronic bill or as stated in the final invoice.

**9. Publicity.** Neither party may use the
other party’s Brand Features or issue, publish, or present a press release,
blog post, speech, social media post, or investor relations call or
announcement discussing Customer’s use of the Services or this Agreement
without the written consent of the other party, except
as expressly permitted in this Agreement. Subject to the preceding sentence,
Customer may state publicly that it is a Google Cloud customer and display
Brand Features in accordance with the Branding Guidelines. Google may use
Customer's name and Brand Features in online or offline promotional materials
of the Services. 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 this 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 this 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 this 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 in connection with the GCP
Services, SecOps Services, or Looker (original) Services, as applicable, is
limited to the Fees Customer paid for such Services 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 this 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 this 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 this 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 this Agreement, (b) a combination of the
indemnifying party's technology or Brand Features with
materials not provided by the indemnifying party under this
Agreement, unless the combination is required by this
Agreement, or (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 alternative that has materially equivalent functionality.

(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 and to the
extent permitted by applicable law, 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. ****Resold Customers****.**
This Section 14 (Resold Customers) applies only if Customer orders SecOps
Services from a Reseller under a Reseller Agreement (such Services, “Resold
Services”). For the avoidance of doubt, this Agreement does not apply to
Google Cloud Platform Services or Looker (original) Services ordered from
a Reseller.

14.1 *Applicable Terms.* For the purposes of Resold Services:
(a) Section 2 (Payment Terms) of this
Agreement will not apply;

(b) Reseller Fees will apply and be
payable directly to Reseller, and all prices for Resold Services
will be solely determined between Reseller and Customer;

(c) Google will provide to Customer
the Resold Services described in the Reseller Order to the extent
that there is a valid and binding order for such Services between
Google and Reseller;

(d) Customer will receive any applicable
SLA credits or monetary refunds described in this Agreement from
Reseller only;

(e) In the event of termination of this
Agreement, Google will send Reseller (and not Customer) the final invoice
(if applicable) for payment obligations related to Resold Services.
Customer will notify (i) Reseller of any termination of this Agreement
and (ii) Google of any termination of the Reseller Agreement;

(f) Any renewal(s) of the Resold Services
and/or any Reseller Order will be as agreed between Customer and Reseller;

(g) If Reseller fails to pay an undisputed
invoice for Resold Services to Google due to Customer’s failure to pay
Reseller, Google may Suspend Customer’s access to the Services;

(h) “Order Term,” as it is used in this
Agreement, means the period of time starting on the Services Start Date
or the renewal date (as applicable) for the Resold Services and
continuing until the expiration or termination of the applicable
Reseller Order; and

(i) “Services Start Date,” as it is used in
this Agreement, means either the start date described in the Reseller Order
or, if none is specified in the Reseller Order, the date Google makes the
Resold Services available to Customer; and

(j) Certain Services require linking to
the Reseller's billing account in order to be billed by the Reseller.
Customer acknowledges and agrees that, until any such Services used
by Customer are linked to the Reseller’s billing account, such Services
will (i) not constitute Resold Services (and therefore not be subject
to this Section 14 (Resold Customers)), and (ii) be regarded as
Services ordered directly from Google and accordingly, despite the
terms of the Reseller Agreement (including the fees agreed between
Customer and Reseller), Customer will be required to pay Fees to Google
for such Services, in accordance with the terms of this Agreement.
For inquiries about which Services must be linked, Customer should
contact Reseller.

14.2 *Liability Cap.* For the purposes of Section 12.2
(Limitation on Amount of Liability), where the event giving rise to
Liability is a breach of this Agreement or otherwise arises in connection
with the Resold Services, "Fees" as it is used in that Section means
"Reseller Fees". If Customer or Google brings a claim under the Agreement,
then for the purposes of establishing the Liability cap under Section
12.2 (Limitation on Amount of Liability), upon Google's request,
Customer will (a) promptly disclose to Google the amount of any Reseller
Fees paid or payable under the Reseller Agreement; (b) consent to Reseller
disclosing such amount to Google, notwithstanding Reseller's confidentiality
obligations under the Reseller Agreement; and (c) procure any consents
necessary to enable Customer's or Reseller's disclosure under this Section
14.2 (Liability Cap).

14.3 *Sharing Confidential Information.* Google may share Customer
Confidential Information with Reseller as a Delegate subject to Section
7.1 (Obligations).

14.4 *Reseller-Customer Relationship.* At Customer’s discretion,
Reseller may access Customer’s Account. As between Google and Customer,
Customer is solely responsible for (a) any access by Reseller to Customer's
Account and (b) defining in the Reseller Agreement any rights or obligations
as between Reseller and Customer with respect to the Resold Services.
Google will not have any Liability arising out of a Reseller’s (x)
suspension or termination of Customer’s access to the Services; (y)
access to and visibility of Customer’s Account and Customer’s Account’s
billing-related metadata; or (z) offering or provisioning of Reseller or
third party products or services.

14.5 *Reseller Technical Support.* Customer acknowledges and agrees
that Reseller may disclose Customer and End User personal data to Google
as reasonably required for Reseller to handle any support issues that
Customer escalates to or via Reseller.

**15. Miscellaneous.**

15.1 *Notices.* Under this 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.

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

15.3 *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
this Agreement is automatically assigned to the new Google
contracting entity.

15.4 *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.

15.5 *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.

15.6 *Subcontracting*. Google may subcontract
obligations under this Agreement but will remain liable to
Customer for any subcontracted obligations.

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

15.8 *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.

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

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

15.11 *Equitable Relief.* Nothing in this
Agreement will limit either party's ability to seek
equitable relief.

15.12 *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 this 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 15.12(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.

15.13 *Amendments.* Except as stated in
Sections 1.4(b) (Updates: To this Agreement (GCP Services and TSS only));
1.4(c) (Updates: To the URL Terms (All Services)) or (c)
(Updates: To the Cloud Data Processing Addendum),
any amendment must be in writing, signed by both parties,
and expressly state that it is amending this Agreement.

15.14 *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), Section 14.1(e)
(termination of Reseller Agreement), Section 14.2
(Liability Cap), Section 14.3 (Sharing Confidential Information),
Section 14.4 (Reseller-Customer Relationship), and Section 15
(Miscellaneous).

15.15 *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 this Agreement. After
the Effective Date, Google may provide an updated URL in
place of any URL in this Agreement.

15.16 *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 Cloud Data
Processing Addendum, the remainder of this Agreement
(excluding the URL Terms), and the URL Terms (excluding
the Cloud Data Processing Addendum).

15.17 *Headers.* Headings and captions used
in this Agreement are for reference purposes only and will
not have any effect on the interpretation of this
Agreement.

15.18 *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. Unless otherwise
specified, all references to “$” in this Agreement refer to United
States dollars.

15.19 *Definitions.*

   - "Account" means Customer's Google Cloud Platform, SecOps Services,
or Looker (original) Services account, as applicable.

   - "Admin Console" means the online console(s) or
dashboard provided by Google to Customer for
administering certain 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

https://cloud.google.com/terms/aup.

   - "BAA" or "Business Associate Agreement" is an
amendment to this 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.

   - "Branding Guidelines" means Google’s then-current
Google branding guidelines at

https://services.google.com/fh/files/misc/external_customer_co_branding_eligibility.pdf,
as may be updated by Google from time to time.

   - "Cloud Data Processing Addendum" means the
then-current terms describing data processing and
security obligations with respect to Customer Data, as
described at

https://cloud.google.com/terms/data-processing-addendum.

   - "Confidential Information" means information that
one party (or an Affiliate) discloses to the other
party under or in connection with 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 GCP Services or Looker (original) Services,
as applicable.

   - "Customer Data" means data provided to Google by
Customer or End Users through the Services under the
Account, and data that Customer or End Users derive
from that data through their use of the Services.

   - "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, including
at

https://cloud.google.com/docs/ and any Looker (original) user guides
and manuals Google provides Customer for its internal use.

   - "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
other period or billing frequency specified by Google in the Admin
Console or in an Order Form.

   - "Fees" means the applicable fees for each Service,
Software, TSS, and Third-Party Offerings, plus any applicable Taxes. The Fees
for each GCP Service are stated at

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

   - “GCP Services” or “Google Cloud Platform Services” means
the then-current services described at

https://cloud.google.com/terms/services.

   - "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.

   - "Looker (original) Services" means the integrated business intelligence
and embedded analytics platform (including the software components that
connect to APIs) provided as either a deployment hosted by Google or a
deployment hosted by Customer, as specified in the applicable Order Form.
For clarity, Looker Studio and Looker (Google Cloud core) are GCP Services
and are not Looker (original) Services.

   - "Notification Email Address" means the email
address(es) designated by Customer in the Admin
Console, or if none exists, the applicable Order Form.

   - "Order Form" means (a) an order form, statement of work,
or other ordering document issued by Google under this Agreement
and executed by Customer and Google; or (b) an order placed
by Customer via a Google website or the Services, in each case
specifying the Services Google will provide to Customer.

   - "Order Term" means the period of time starting on the
Services Start Date for the Services and continuing for
the period indicated on the Order Form unless terminated
in accordance with this Agreement.

   - "Payment Due Date" means the payment due date set
out in the applicable Order Form, or if not specified, 30 days
from the invoice date.

   - "Project" means, as applicable:
(i) a collection of Google Cloud
Platform resources configured by Customer via the GCP Services; or

(ii) an instance of the SecOps Services
configured and used by Customer.

   - "Reseller" means, if applicable, the authorized unaffiliated
third-party reseller that sells the Services to Customer.

   - "Reseller Agreement" means, if applicable, the separate agreement
between Customer and Reseller regarding the Services.
The Reseller Agreement is independent of and outside the scope of this
Agreement.

   - "Reseller Fees" means the fees (if any) for Services used or ordered
by Customer as agreed in a Reseller Agreement, plus any applicable Taxes.

   - "Reseller Order" means, if applicable, an order form issued by a
Reseller and executed by Customer and the Reseller specifying the
Services Customer is ordering from the Reseller.

   - "SecOps Services" means the then-current services
described at

https://cloud.google.com/terms/secops/services.

   - "Service Specific Terms" means, as applicable:
(i) For GCP Services, the then-current terms
specific to one or more Services stated at

cloud.google.com/terms/service-terms;

(ii) For SecOps Services, the then-current terms specific to one or
more Services stated at

https://cloud.google.com/terms/secops/service-terms; and

(iii) For Looker (original) Services, the
then-current terms specific to one or more Services stated at

https://cloud.google.com/terms/looker/legal/customers/service-terms.

   - "Services" means the GCP Services, SecOps Services, or Looker (original)
Services, as applicable. In each case, Services exclude any Third-Party
Offerings.

   - "Services Start Date" means either the start date described in the
Order Form or, in the absence of any such date, the date Google
makes the Services available to Customer.

   - "SLA" means, as applicable:
(i) For GCP Services, each of the then-current service level agreements at

https://cloud.google.com/terms/sla;

(ii) For SecOps Services, each of the then-current service level
agreements at

https://cloud.google.com/terms/secops/sla; and

(iii) For Looker (original) Services, each
of the then-current service level agreements at

https://cloud.google.com/terms/looker/legal/customers/sla.

   - "Software" means any downloadable tools, software development
kits, or other such computer software provided by Google in connection
with the applicable 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,
(b) offerings identified in the "Third-Party Terms"
section of the Service Specific Terms, and (c)
third-party operating systems.

   - "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).

   - "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 available at, as applicable:
(i) For GCP Services and Looker (original) Services,

https://cloud.google.com/terms/tssg/; and

(ii) For SecOps Services,

https://cloud.google.com/terms/secops/tssg.

   - "URL Terms" means, collectively, the AUP, Cloud Data
Processing Addendum, Service Specific Terms, SLA, and
TSS Guidelines.

**16. Regional Terms.** Customer agrees
to the following modifications to this 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 15.19
(Definitions) is replaced as follows:

15.19 *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 and Mexico)**

Section 15.12 (U.S. Governing Law) is replaced as
follows:

15.12 *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 THIS 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 this 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 15.12 (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 15.12 (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 15.12 (g) to a competent court as may be
necessary to file any order under Subsection 15.12 (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 - India**

Google Cloud India Private Limited has been appointed by
Google Asia Pacific Pte. Ltd. (‘GAP’) as a non-exclusive
reseller of the Services (as defined below) in India. For
avoidance of any doubts, whilst in this Agreement, both the
entities have been referred to as ‘Google.’ It is hereby
clarified that wherever the provisions refer to Google for
sales or rights and obligations in relation thereto
(including any terms relating to invoicing for sale of
services, credit limit, termination of this Agreement,
etc.), ‘Google’ shall mean Google Cloud India Private
Limited, and wherever in this Agreement, the provisions
refer to ‘Google’ as a provider of the Services or rights
and obligations in relation thereto shall mean ‘GAP’.

Google Cloud India Private Limited may execute Order
Form(s) referencing this Agreement, but the Order Form will
form a separate contract between Google Cloud India
Private Limited and the Customer, and incorporate all of
the terms of this Agreement. Under this Agreement, whereas,
as a reseller of Services, Google Cloud India Private
Limited purchases the Services from GAP for resale to the
Customer, the entire obligation to provide such Services
under this Agreement will be met by GAP and as such, Google
Cloud India Private Limited will not have any obligation
related to performance of Services.

Section 2 (Payment Terms) is replaced as follows:

2*. Payment Terms*.

2.1 *Payment*.

(a) Google will invoice
Customer for the Fees. **Payments for invoices are
due 60 days after the invoice date (unless otherwise
specified on the Order Form) and are considered overdue
after such date.** All payments are due in the
currency described in the invoice. Wire transfer payments
must include the bank information described in the
invoice.

2.2 *Taxes*.

(a) In consideration of the
sale of Services, Customer agrees to pay to Google, the
Fees plus any applicable taxes. If Google is obligated to
collect or pay Taxes, the Taxes will be invoiced to
Customer along with the Fees for sale of services, unless
Customer provides Google with a timely and valid tax
exemption certificate authorized by the appropriate taxing
authority.

(b) If required under the
applicable law, Customer will provide Google with
applicable tax identification information (Goods and
Services Tax Identification Number (“GSTIN”), location
where the Services would be received by the customer, tax
status etc.) that Google may require to ensure its
compliance with applicable tax regulations in India. The
Customer acknowledges that all the details provided such
as the GSTIN, location where the Services would be
received by the Customer, tax status etc. are correct. The
address and GSTIN provided are of the location where the
Services would be received by the Customer. Customer will
be liable to pay (or reimburse Google for) any taxes,
interest or fines arising out of any mis-declaration by
the Customer.

(c) If Customer is required
by law to withhold any amounts for Income Tax on its
payments to Google for sale of services, Customer must
provide Google in a timely manner with a withholding tax
certificate or other appropriate documentation and
undertake to carry out the necessary compliances as per
the applicable tax laws in India to enable Google to claim
credit of such withholding taxes and provide support, as
may be required for such purpose.

2.3 *Invoice Disputes*.

(a) Customer must submit any
invoice disputes to collections@google.com before the
Payment Due Date. If the parties determine that Fees were
incorrectly invoiced, then Google will issue a credit
equal to the agreed amount.

Section 15.12 (U.S. Governing Law) is replaced as
follows:

15.12 *Governing Law*.

All claims arising out of or
relating to this Agreement will be governed by laws of
India, excluding that state’s conflict of laws rules, and
will be litigated exclusively in the courts of New Delhi;
the parties consent to exclusive jurisdiction in those
courts. Notwithstanding the above, the Customer can and
will bring all claims with respect to Google under this
Agreement against Google Cloud India Private Limited.

The definition of "Taxes" under Section 15.19
(Definitions) is replaced as follows:

“*Taxes*” means all
taxes as per the applicable law including but not limited
to any duties, or taxes (other than income tax on income),
including indirect taxes such as goods and services tax
(“GST”) or the taxes associated with the purchase of the
Services

Previous versions of the Terms of Service for Customers
with billing accounts in India are
here**.**

**Asia Pacific - Indonesia**

A new Section 8.7 is added:

8.7 *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 15.18 is replaced as follows:

15.18 *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.

**Asia Pacific - Australia**

A new Section 11A is added as follows:

11A. This Section 11A applies only if the Services are
subject to statutory guarantees under the Australian
Competition and Consumer Act 2010 (“ACCA”). Applicable
laws, including the ACCA, may confer rights and remedies
into this Agreement that cannot be excluded, and which are
not excluded by this Agreement. To the extent that the
applicable laws permit Google to limit their operation,
Google’s and its Affiliates’ liability under those laws
will be limited at its option, to the supply of the
Services again, or payment of the cost of having the
Services supplied again.

Section 12.2 (Limitation on Amount of Liability) is
replaced with the following:

**12.2 Limitation on Amount of Liability. Each party's total aggregate
Liability for damages arising out of or relating to this Agreement in
connection with either the GCP Services, SecOps Services or Looker
(original) Services, as applicable, is limited to the greater of:
(a) the Fees Customer paid for such Services during the 12 month period
before the event giving rise to Liability, or (b) $AUD1,000, except
Google’s total aggregate Liability for damages arising out of or related
to Services or Software provided free of charge is limited to US$5,000.**

Section 15.12(c) (U.S. Governing Law) is amended by
inserting the following text at the end of that Section:
“IF APPLICABLE LAW PREVENTS A DISPUTE FROM BEING RESOLVED
IN A CALIFORNIA COURT, THEN CUSTOMER MAY FILE THE DISPUTE
IN CUSTOMER’S LOCAL COURTS. IF APPLICABLE LAW PREVENTS
CUSTOMER’S LOCAL COURT FROM APPLYING CALIFORNIA LAW TO
RESOLVE A DISPUTE, THEN THE DISPUTE WILL BE GOVERNED BY
THE APPLICABLE LOCAL LAWS OF CUSTOMER’S COUNTRY, STATE, OR
OTHER PLACE OF RESIDENCE.”

Section 15.15 (Entire Agreement) is amended by inserting
the following text at the end of that Section: “Nothing in
this Agreement excludes a party’s liability for prior
written or oral misrepresentation.”

**Europe, Middle East, Africa - ****Algeria, Bahrain, Jordan, Kuwait,
Libya, Mauritania, Morocco, Oman, Palestine, Qatar, Tunisia, Yemen,
Egypt, United Arab Emirates and Lebanon**

A new Section 8.7 is added as follows:

8.7 *No requirement for Court Order*. Both parties
acknowledge and agree that a court order will not be
required to give effect to any term or termination of
this Agreement or of any Order Form.

Section 15.12 (U.S. Governing Law) is replaced as
follows:

15.12 *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 THIS 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 under the Arbitration Rules of the
London Court of International Arbitration (LCIA)
("Rules"), which Rules are deemed to be incorporated by
reference to this Section.

(c) The parties will mutually select one arbitrator. The
arbitration will be conducted in English and the place and
the legal seat of the arbitration will be the Dubai
International Financial Center, DIFC, Dubai UAE.

(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 this Agreement.

(e) 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.

(f) Any arbitration proceeding conducted in accordance
with this Section 15.12 (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 15.12 (f) to a competent court as may be
necessary to execute any arbitral decision, but the
parties must request that those judicial proceedings be
conducted *in camera* (in private).

(g) 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.

(h) Each party will bear its own lawyers’ and experts’
fees and expenses, regardless of the arbitrator’s final
decision regarding the Dispute.

**Latin ****America**** - Brazil**

When the Google contracting entity is Google Cloud Brasil
Computação e Serviços de Dados Ltda., Section 15.12 (U.S. Governing Law)
is replaced as follows:

15.12 *Governing Law & Arbitration.* This Agreement is governed by
Brazilian Law. ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY RELATED GOOGLE PRODUCTS OR SERVICES WILL BE SETTLED BY
ARBITRATION, AS DESCRIBED BELOW.

(a) *Definitions.* “Dispute” means any
contractual or non-contractual dispute regarding this Agreement,
including its formation, validity, subject matter, interpretation,
performance, or termination.

(b) *Settlement.* The parties will try
in good faith to settle any Dispute within 30 days after a party receives
the first notice regarding the Dispute in accordance with Section 15.12
(Notices). If the parties are unable to resolve the Dispute within this
30-day period, either party may refer the Dispute to arbitration in
accordance with Section 15.12(c) (Arbitration).

(c) *Arbitration.* The parties will refer
all Disputes to final, binding arbitration under the rules of the Center
of Arbitration and Mediation of the Brazil-Canada Chamber of Commerce
in force as of this Agreement’s Effective Date (“Rules”). The arbitration
will be conducted in Portuguese by three arbitrators in São Paulo, SP,
Brazil, which will be the seat of arbitration.

(d) *Confidentiality.* The arbitration
is Confidential Information (including the arbitration’s existence and
any oral or written information related to it). However, the parties may
disclose to a competent court information necessary to execute any arbitral
decision, but only if the confidentiality of those materials is maintained
in those judicial proceedings.

(e) *Non-Monetary Relief.* The arbitrator(s)
may only issue its award based on law, not in equity, and may not award
non-monetary relief.

(f) *Fees and Expenses.* Each party will
bear its own lawyers’ and experts’ fees and expenses, regardless of the
arbitrator’s final decision regarding the Dispute.

**Latin America - Mexico**

When the Google contracting entity is Google Cloud México, S. de R.L. de C.V.,
the following Sections are replaced as shown below:

Section 2.2 (Taxes) is replaced as follows:

2.2 *Taxes*

(a) *Tax Invoicing and Payments*. Taxes are not
included in the Fees and will be separately itemized on Google’s invoices if
applicable. Customer will pay correctly-invoiced Taxes unless Customer
provides a valid tax exemption certificate. If Customer is required by law
to withhold any Taxes from its payments to Google, Customer must provide
Google with an official tax receipt or other appropriate documentation to
support such withholding.

(b) *Tax Documentation*. Google will timely
provide customary tax documentation reasonably requested by the Customer and
vice versa.

Section 3.3 (Restrictions) is replaced as follows:

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 or any other applicable local legislation which
regulates arms traffic; (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 and in compliance with any Applicable Privacy Law.

Section 12.2 (Limitation on Amount of Liability) is replaced as follows:

**12.2 *Limitation on Amount of Liability*. To the extent permitted by
applicable law, each party's total aggregate Liability for damages arising
out of or relating to the Agreement in connection with the GCP Services or
SecOps Services, as applicable, is limited to the Fees Customer paid for such
Services 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
USD or its equivalent in local currency calculated in accordance with Section
15.18.1.**

Section 15.12 (Governing Law ) is replaced as follows:

15.12 Governing Law & Arbitration.

(a) *Governing Law*. This Agreement is
governed by the laws of the United Mexican States, excluding choice of
law rules.

(b) *Arbitration*.

(i) *Definitions*. “Dispute” means any contractual or
non-contractual dispute regarding this Agreement, including its formation,
validity, subject matter, interpretation, performance, or termination.

(ii) *Settlement*. The parties will try in good
faith to settle any Dispute within 30 days after a party receives the first
notice regarding the Dispute in accordance with Section 15.1 (Notices).
If the parties are unable to resolve the Dispute within this 30-day period,
either party may refer the Dispute to arbitration in accordance with Section
15.12 (iii) (Arbitration).
(iii) *Arbitration*. Except as prohibited by applicable
law, the parties will refer all Disputes to final, binding arbitration under
the Arbitration Rules of the National Chamber of Commerce of Mexico City in
force as of this Agreement’s Effective Date (“Rules”). The arbitration will be
conducted in Spanish by one arbitrator, mutually selected by the parties, in
Mexico City, Mexico, which will be the seat of arbitration.

(iv) *Confidentiality*. The arbitration is
Confidential Information (including the arbitration’s existence and any oral
or written information related to it). However, the parties may disclose to a
competent court information necessary to (a) require the aid of the competent
courts before or during the arbitral proceeding; or (b) execute any arbitral
decision, but only if the confidentiality of those materials is maintained
in those judicial proceedings.

(v) *Non-Monetary Relief*. The arbitrator may only
issue its award based on law, not in equity, and may not award non-monetary
relief.

(vi) *Fees and Expenses*. Each party will bear its
own lawyers’ and experts’ fees and expenses, and the arbitrator's final
decisión must not include any rulings in this regard.

A new Section 15.18.1 (Currency) is included as read below. As a consequence,
Section 15.18 is adjusted as follows:

15.18 *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.

15.18.1 *Currency*. Unless otherwise specified in this Agreement, any ancillary
document or corresponding invoice, all references to “$” in this Agreement
refer to Mexican pesos. If a currency conversion is
required in relation to the calculation of the Fees, that conversion will be
carried out using the daily average exchange rate set by a reputable third
party chosen by Google in accordance with applicable law.

The definition of “Taxes” under Section 15.19 (Definitions) is replaced as
follows:

15.19 Definitions.

*"Taxes"* means all government-imposed tax obligations (including taxes,
duties, and withholdings), except those based on net income, net worth, asset
value, property value, or employment.

**North America - United States**

Section 15.19 (Definitions) is changed to Section 15.20
(Definitions).

A new Section 15.19 is added:

15.19 *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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