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# Google Cloud Platform
Terms of Service

Last modified: September 20, 2022

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

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

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

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

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

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

This Agreement is effective when Customer clicks to
accept it (the "Effective Date"). If you are accepting on
behalf of Customer, you represent and warrant that (i) you
have full legal authority to bind Customer to this
Agreement; (ii) you have read and understand this
Agreement; and (iii) you agree, on behalf of Customer, to
this Agreement.

**1. Provision of the Services.**

1.1 *Services Use.* During the Term, Google
will provide the Services in accordance with the
Agreement, including the SLAs, and Customer may use the
Services, and integrate the Services into any Customer
Application that has material value independent of the
Services, in accordance with the Agreement.

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

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

1.4 *Modifications.*

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

(b) *To the Agreement.* Google may make
changes to this Agreement (including the URL Terms) and
pricing from time to time. Unless otherwise noted by
Google, material changes to the Agreement will become
effective 30 days after they are posted, except to the
extent the changes apply to new functionality or the Cloud
Data Processing Addendum, or are required by applicable
law, in which case they will be effective immediately.
Google will provide at least 90 days' advance notice for
materially adverse changes to any SLAs by (i) sending an
email to the Notification Email Address; (ii) posting a
notice in the Admin Console; or (iii) posting a notice to
the applicable SLA webpage. If Customer does not agree to
the revised Agreement, Customer may stop using the
Services. Customer may also terminate this Agreement for
convenience under Section 8.4 (Termination for
Convenience). Customer's continued use of the Services
after such material change will constitute Customer's
consent to such changes. Google will post any modification
to this Agreement
to https://cloud.google.com/terms/.

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

(i) is commercially reasonable;

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

(iii) does not expand the scope of or remove any
restrictions on Google's processing of "Customer Personal
Data," as described in the "Scope of Processing" Section
of the Cloud Data Processing Addendum; and

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

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

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

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

**2. Payment Terms.**

2.1 *Online Billing.* At the end of the
applicable Fee Accrual Period or as otherwise stated by
Google in the Admin Console, Google will issue an
electronic bill to Customer for all charges based on
Customer's use of the Services during the applicable Fee
Accrual Period (including, if applicable, the relevant
Fees for TSS). If Google determines 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 invoice. If Customer elects to pay
by credit card, debit card, or other non-invoiced form of
payment, Google will charge (and Customer will pay) all
Fees immediately at the end of the Fee Accrual Period. If
Customer elects to pay by invoice (and Google agrees), all
Fees are due as stated in the invoice. Customer's
obligation to pay all Fees is non-cancellable. Google's
measurement of Customer's use of the Services is final.
Google has no obligation to provide multiple bills.
Payments made via wire transfer must include the bank
information provided by Google.

2.2 *Taxes.*

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

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

2.3 *Payment Disputes & Refunds.* Any
payment disputes must be submitted before the payment due
date. If the parties determine that certain billing
inaccuracies are attributable to Google, Google will not
issue a corrected invoice, but will instead issue a credit
memo specifying the incorrect amount in the affected
invoice. If a disputed invoice has not yet been paid,
Google will apply the credit memo amount to a disputed
invoice and Customer will be responsible for paying the
resulting net balance due on that invoice. Refunds (if
any) are at Google's discretion and will only be in the
form of credit for the Services. Nothing in this Agreement
obligates Google to extend credit to any party.

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

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

**3. Customer Obligations.**

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

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

3.3 *Restrictions.* Customer will not, and
will not allow End Users to, (a) copy, modify, or create a
derivative work of the Services; (b) reverse engineer,
decompile, translate, disassemble, or otherwise attempt to
extract any or all of the source code of, the Services
(except to the extent such restriction is expressly
prohibited by applicable law); (c) sell, resell,
sublicense, transfer, or distribute any or all of the
Services; or (d) access or use the Services (i) for High
Risk Activities; (ii) in violation of the AUP; (iii) in a
manner intended to avoid incurring Fees (including
creating multiple Customer Applications, Accounts, or
Projects to simulate or act as a single Customer
Application, Account, or Project (respectively)) or to
circumvent Service-specific usage limits or quotas; (iv)
to engage in cryptocurrency mining without Google's prior
written approval; (v) to operate or enable any
telecommunications service or in connection with any
Customer Application that allows End Users to place calls
or to receive calls from any public switched telephone
network, unless otherwise described in the Service
Specific Terms; (vi) for materials or activities that are
subject to the International Traffic in Arms Regulations
(ITAR) maintained by the United States Department of
State; (vii) in a manner that breaches, or causes the
breach of, Export Control Laws; or (viii) to transmit,
store, or process health information subject to United
States HIPAA regulations except as permitted by an
executed HIPAA BAA.

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

3.5 *Copyright.* Google responds to notices
of alleged copyright infringement and will terminate 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.

**4. Suspension.**

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

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

**5. Intellectual Property Rights; Protection
of Customer Data; Feedback.**

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

5.2 *Protection of Customer Data.* Google
will only access or use Customer Data to provide the
Services and TSS to Customer or as otherwise instructed by
Customer and will not use it for any other Google
products, services, or advertising. Google has implemented
and will maintain administrative, physical, and technical
safeguards to protect Customer Data, as further described
in the 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 the Agreement, and will use reasonable
care to protect against the disclosure of the disclosing
party's Confidential Information. The recipient may
disclose Confidential Information only to its Affiliates,
employees, agents, or professional advisors ("Delegates")
who need to know it and who have agreed in writing (or in
the case of professional advisors are otherwise bound) to
keep it confidential. The recipient will ensure that its
Delegates use the received Confidential Information only
to exercise rights and fulfill obligations under this
Agreement.

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

**8. Term and Termination.**

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

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

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

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

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

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

**9. Publicity.** Customer may state
publicly that it is a Google customer and display Google
Brand Features in accordance with the Trademark
Guidelines. Google may use Customer's name and Brand
Features in online or offline promotional materials of the
Services. Each party may use the other party’s Brand
Features only as permitted in the Agreement. Any use of a
party's Brand Features will inure to the benefit of the
party holding Intellectual Property Rights to those Brand
Features.

**10. Representations and Warranties.**
Each party represents and warrants that (a) it has full
power and authority to enter into the Agreement, and (b)
it will comply with all laws applicable to its provision,
receipt, or use of the Services, as applicable.

**11. Disclaimer*.* Except as expressly
provided for in the Agreement, Google does not make and
expressly disclaims to the fullest extent permitted by
applicable law (a) any warranties of any kind, whether
express, implied, statutory, or otherwise, including
warranties of merchantability, fitness for a particular
use, title, noninfringement, or error-free or
uninterrupted use of the Services or Software and (b)
any representations about content or information
accessible through the Services.**

**12. Limitation of Liability.**

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

**12.2 *Limitation on Amount of
Liability.* Each party's total aggregate Liability
for damages arising out of or relating to the Agreement
is limited to the Fees Customer paid during the 12 month
period before the event giving rise to Liability, except
Google’s total aggregate Liability for damages arising
out of or related to Services or Software provided free
of charge is limited to $5,000.**

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

**(a) its fraud or fraudulent
misrepresentation;**

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

**(c) its infringement of the other party's
Intellectual Property Rights;**

**(d) its payment obligations under the Agreement;
or**

**(e) matters for which liability cannot be
excluded or limited under applicable law.**

**13. ****Indemnification****.**

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

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

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

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

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

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

13.5 *Remedies.*

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

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

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

**14. Miscellaneous.**

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

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

14.3 *Assignment.* Neither party may assign
any part of this Agreement without the written consent of
the other, except to an Affiliate where (a) the assignee
has agreed in writing to be bound by the terms of this
Agreement, and (b) the assigning party has notified the
other party of the assignment. Any other attempt to assign
is void. If Customer assigns this Agreement to an
Affiliate in another jurisdiction such that there is a
change in the Google contracting entity as defined
at https://cloud.google.com/terms/google-entity
(i) this Agreement is automatically assigned to the new
Google contracting entity; and (ii) if the Affiliate’s
billing account is in Brazil, the applicable terms of
service linked above, and not this Agreement, will apply
from the moment of the assignment.

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

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

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

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

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

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

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

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

14.12 *U.S. Governing Law.*

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

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

(c) *For All Other Entities.* If Customer is
any entity not identified in Section 14.12(a) (U.S.
Governing Law for U.S. City, County, and State Government
Entities) or (b) (U.S. Governing Law for Federal
Government Entities), then the following applies: ALL
CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING
THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED
EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA
COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN THOSE COURTS.

14.13 *Amendments.* Except as stated in
Section 1.4(b) (Modifications: To the Agreement) or (c)
(Modifications: To the Cloud Data Processing Addendum),
any amendment must be in writing, signed by both parties,
and expressly state that it is amending this Agreement.

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

14.15 *Entire Agreement.* This Agreement sets
out all terms agreed between the parties and supersedes
all other agreements between the parties relating to its
subject matter. In entering into this Agreement, neither
party has relied on, and neither party will have any right
or remedy based on, any statement, representation, or
warranty (whether made negligently or innocently), except
those expressly stated in this Agreement. The URL Terms
are incorporated by reference into the Agreement. After
the Effective Date, Google may provide an updated URL in
place of any URL in this Agreement.

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

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

14.18 *Conflicting Languages.* If this
Agreement is translated into any language other than
English, and there is a discrepancy between the English
text and the translated text, the English text will govern
unless expressly stated otherwise in the translation.

14.19 *Definitions.*

   - "Account" means Customer's Google Cloud Platform
account.

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

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

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

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

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

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

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

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

   - "Customer Application" means a software program that
Customer creates or hosts using the Services.

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

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

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

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

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

   - "Fees" means the applicable fees for each Service or
Software plus any applicable Taxes. The Fees for each
Service are stated
at https://cloud.google.com/skus/ (incorporated
into the Agreement by this reference).

   - "Google API" means any application programming
interface provided by Google as part of the Services.

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

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

   - "including" means including but not limited to.

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

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

   - "Legal Process" means an information disclosure
request made under law, governmental regulation, court
order, subpoena, warrant, or other valid legal
authority, legal procedure, or similar process.

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

   - "Notification Email Address" means the email
address(es) designated by Customer in the Admin
Console.

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

   - "Service Specific Terms" means the then-current
terms specific to one or more Services stated
at https://cloud.google.com/terms/service-terms .

   - "Services" means the then-current services described
at https://cloud.google.com/terms/services,
excluding any Third-Party Offerings.

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

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

   - "Suspend" or "Suspension" means disabling or
limiting access to or use of the Services or
components of the Services.

   - "Taxes" means all government-imposed taxes, except
for taxes based on Google's net income, net worth,
asset value, property value, or employment.

   - "Term" has the meaning stated in Section 8.1
(Agreement Term) of this Agreement.

   - "Third-Party Offerings" means (a) third-party
services, software, products, and other offerings that
are not incorporated into the Services or Software,
(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).

   - "Trademark Guidelines" means Google's Guidelines for
Third Party Use of Google Brand Features
at https://www.google.com/permissions/guidelines.html.

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

   - "TSS Guidelines" means Google's technical support
services guidelines then in effect for the Services.
TSS Guidelines are
at https://cloud.google.com/terms/tssg/ (under
Google Cloud Platform Services).

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

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

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

Section 2.2 is replaced as follows:

2.2 *Taxes.* Google will itemize any invoiced
Taxes. If Taxes must be withheld from any payment to
Google, then Customer will increase the payment to Google
so that the net amount received by Google is equal to the
amount invoiced, without reduction for Taxes.

The definition of "Taxes" under Section 14.19
(Definitions) is replaced as follows:

14.19 *Definitions.*

*"Taxes"* means all government-imposed taxes, as
per the applicable law associated with the rendering and
performance of the Services, including but not limited to
any duties, customs duties, and any direct or indirect
taxes, including any related penalties or interest, except
for taxes based on Google's profit.

**Asia Pacific (all regions excluding Australia,
Japan, India, New Zealand, Singapore) and Latin America
(all regions excluding Brazil)**

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

14.12 *Governing Law; Arbitration.*

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES
(INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR
PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING
CALIFORNIA'S CONFLICTS OF LAWS RULES.

(b) The parties will try in good faith to settle any
Dispute within 30 days after the Dispute arises. If the
Dispute is not resolved within 30 days, it must be
resolved by arbitration by the American Arbitration
Association’s International Centre for Dispute Resolution
in accordance with its Expedited Commercial Rules in force
as of the date of this Agreement ("Rules").

(c) The parties will mutually select one arbitrator. The
arbitration will be conducted in English in Santa Clara
County, California, USA.

(d) Either party may apply to any competent court for
injunctive relief necessary to protect its rights pending
resolution of the arbitration. The arbitrator may order
equitable or injunctive relief consistent with the
remedies and limitations in the Agreement.

(e) Subject to the confidentiality requirements in
Subsection (g), either party may petition any competent
court to issue any order necessary to protect that party's
rights or property; this petition will not be considered a
violation or waiver of this governing law and arbitration
section and will not affect the arbitrator’s powers,
including the power to review the judicial decision. The
parties stipulate that the courts of Santa Clara County,
California, USA, are competent to grant any order under
this Subsection 14.12 (e).

(f) The arbitral award will be final and binding on the
parties and its execution may be presented in any
competent court, including any court with jurisdiction
over either party or any of its property.

(g) Any arbitration proceeding conducted in accordance
with this Section 14.12 (Governing Law; Arbitration) will
be considered Confidential Information under Section 7
(Confidential Information), including: (i) the existence
of, (ii) any information disclosed during, and (iii) any
oral communications or documents related to, the
arbitration proceedings. In addition to the disclosure
rights under Section 7 (Confidential Information), the
parties may disclose the information described in this
Subsection 14.12 (g) to a competent court as may be
necessary to file any order under Subsection 14.12 (e) or
execute any arbitral decision, but the parties must
request that those judicial proceedings be
conducted *in camera* (in private).

(h) The parties will pay the arbitrator’s fees, the
arbitrator's appointed experts' fees and expenses, and the
arbitration center's administrative expenses in accordance
with the Rules. In its final decision, the arbitrator will
determine the non-prevailing party's obligation to
reimburse the amount paid in advance by the prevailing
party for these fees.

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

**Asia Pacific - India**

Google Cloud India 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 the 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, and
wherever in the agreement, the provisions refer to
‘Google’ as a provider of the Services or rights and
obligations in relation thereto shall mean  ‘Google
Asia Pacific Pte Ltd’ or ‘GAP’.

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

Section 2 (Payment Terms) is replaced as follows:

2*. Payment Terms*.

2.1 *Payment*.

(a) Google will invoice
Customer for the Fees. Customer will pay Google all
invoiced amounts by the payment due 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 Cloud India 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 14.12 (U.S. Governing Law) is replaced as
follows:

14.12 *Governing Law*.

All claims arising out of or
relating to the 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.

The definition of "Taxes" under Section 14.19
(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 8.6 is added:

8.6 *Termination Waiver.* The parties agree
to waive any provisions under any applicable laws to the
extent that a court decision or order is required for the
cancellation of this Agreement.

The Indonesian version of this Agreement is
accessible here
and Section 14.18 is replaced as follows:

14.18 *Conflicting Languages. *This Agreement
is made in the Indonesian and the English language. Both
versions are equally authentic. In the event of any
inconsistency or different interpretation between the
Indonesian version and the English version, the parties
agree to amend the Indonesian version to make the relevant
part of the Indonesian version consistent with the
relevant part of the English version.

**Europe, Middle East, Africa - ****Algeria, Bahrain, Jordan, Kuwait, Libya, Mauritania, Morocco, Oman, Palestine, Qatar, Tunisia, Yemen, Egypt, Israel, 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 termination or amendment of
the Agreement or to give effect to any other section of
the Agreement.

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

14.12 *Governing Law; Arbitration.*

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES
(INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR
PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING
CALIFORNIA'S CONFLICTS OF LAWS RULES.

(b) The parties will try in good faith to settle any
Dispute within 30 days after the Dispute arises. If the
Dispute is not resolved within 30 days, it must be
resolved by arbitration 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 the 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 14.12 (Governing Law; Arbitration) will
be considered Confidential Information under Section 7
(Confidential Information), including: (i) the existence
of, (ii) any information disclosed during, and (iii) any
oral communications or documents related to, the
arbitration proceedings. In addition to the disclosure
rights under Section 7 (Confidential Information), the
parties may disclose the information described in this
Subsection 14.12 (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.

**North America - United States**

Section 14.19 (Definitions) is changed to Section 14.20
(Definitions).

A new Section 14.19 is added:

14.19 *U.S. Federal Agency Users.* The
Services were developed solely at private expense and are
commercial computer software and related documentation
within the meaning of the applicable Federal Acquisition
Regulations and their agency supplements.

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