Implementation Services Agreement Online agreement governing advisory and implementation services provided by Google

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# Implementation
Services Agreement

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*.
If provided to Google in writing before the start of the
Services, Google’s Personnel performing Services will
comply with: (i) Customer's reasonable personnel training
policies related to the Services and (ii) for Services
performed at Customer’s facilities, Customer’s reasonable
written onsite policies and procedures.

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 30 days, then: (a) Google may terminate any
incomplete Services and (b) in addition to any fees due
under Section 7.4(b) (Effect on Payment), Customer will
pay actual costs incurred by Google for the cancelled
Services, provided Google will make commercially
reasonable efforts to mitigate those costs, which will not
exceed the Fees.

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. Unless required
by law, 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
in good faith 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, except for
amounts subject to an Invoice Dispute submitted before the
Payment Due Date, 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.

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 owns all rights, title and interest in
Customer’s Background IP. Google owns 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, subject to
applicable law.

6.3 *Remedies*.
Subject to applicable law, 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 Convenience*.
Subject to any financial commitments in an Order Form or addendum to the
Agreement, Customer may terminate the Agreement or an Order Form for any
reason with 30 days’ prior written notice to Google.

7.3 *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 to the extent permitted by applicable law,
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.

7.4 *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 7.4
(Effects of Termination); and Google will stop work on the
Services and at Customer’s request provide any
work-in-progress Deliverables to Customer;

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) except as
required by law, 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), 7.4 (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, and to the extent permitted by
applicable law, 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, such as
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.

“*EU GDPR*” means
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.

“*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 as defined under any national, federal,
European Union, state, provincial or other privacy, data
security, or data protection law or regulation or, absent
any such meaning or law, by the EU GDPR.

“*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, 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.

Mexico

Section 3.2 (Taxes) is replaced with:

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
Customer and vice versa.

Subsection b. in Section 9.1 (Limited Liabilities) is
replaced as follows:

b. To the extent permitted by applicable law, 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.

Subsection a. in Section 9.2 (Unlimited Liabilities) is
replaced as follows:

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 gross negligence or the gross negligence of
its employees or agents;**

**[...]**

Section 11.11 (Governing Law) is replaced as follows:

11.11 *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 11.1 (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 11.11 (iii)
(Arbitration).

(iii) *Arbitration*. Except as prohibited
by applicable law, the parties will refer all Disputes to final,
binding arbitration under the rules of the Arbitration rules of
the National Chamber of Commerce in 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.

Section 11.19 (Electronic Signatures) is replaced as follows:

11.19 *Electronic Signatures*. The Parties expressly agree to execute
this Agreement electronically and acknowledge that electronic
signatures hold the same legal validity and enforceability as
handwritten signatures, as recognized by applicable law. The Parties
further confirm that the electronic signatures used ensure the
reliability, integrity, and inalterability of the document, binding
the signature to the Agreement in accordance with applicable law.
Each Party is responsible for safeguarding the security of its
signature credentials, and the electronically signed Agreement shall
be deemed final, complete, and binding.

The definition of “Taxes” under Section 12 (Definitions) is replaced
as follows:

12. *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.

**Asia Pacific**

**Asia Pacific - All regions, excluding India**

Section 3.2 is replaced as follows:

3.2 *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 12
(Definitions) is replaced as follows:

*“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.

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

**Asia Pacific (all regions excluding Australia, Japan, India, New Zealand, Singapore)**

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

11.11 *Governing Law; Arbitration.*

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.

**Indonesia**

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.

A new Section 7.5 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.

**Australia, Japan, Indonesia, Korea and New Zealand**

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.

Australia

A new Section 6.5 is added as follows:

   - 6.5. This Section 6.5 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 9.1(b) (Unlimited Liabilities) is
replaced with the following:

**b. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the greater of: (a) Fees Customer paid under the Order Form, and (b) AUD$1,000.**

Section 11.11 (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 11.15 (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**

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.

Previous versions
* (Last modified September 11, 2025) *

January 30, 2025

October 16, 2024

November 16, 2023

April 19, 2023

December 16, 2020

May 11, 2020

March 26, 2020

February 12, 2020

January 31, 2020

November 21, 2019

October 1, 2019

May 30, 2019

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