Удалено
- Удалено: Asia Pacific - Australia
- Удалено: Google Australia Pty Ltd
- Удалено: A new Section 13A is added as follows:
- Удалено: 13A. This Section 13A 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.
- Удалено: Section 15.1(b) (Limitation on Amount of Liability) is replaced with the following:
- Удалено: 15.1(b) Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the greater of (i) the Fees Customer paid under the Agreement during the 12 month period before the event giving rise to Liability, or (ii) $AUD1,000.
- Удалено: Section 18.11(c) (Governing Law For All Other Entities) 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."
- Удалено: Section 18.14 (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."
- Удалено: Asia Pacific - Indonesia
- Удалено: PT Google Cloud Indonesia
- Удалено: п. 1 1. The following is added as Section 10.7 (Termination Waiver):
- Удалено: п. 10.7 10.7 Termination Waiver. The parties agree to waive any provisions under any applicable laws to the extent that a court decision or order is required for the termination of this Agreement.
- Удалено: п. 2 2. Section 18.11 (Governing Law) is deleted and replaced with the following:
- Удалено: п. 18.11 18.11 Governing Law.
- Удалено: (a) 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").
- Удалено: (b) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
- Удалено: (c) 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.
- Удалено: (d) Subject to the confidentiality requirements in Section 18.11(f), 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 Section 18.11(d).
- Удалено: (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.
- Удалено: (f) 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 Section 18.11(f) to a competent court as may be necessary to file any order under Section 18.11(d) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
- Удалено: (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.
- Удалено: (h) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
- Удалено: (i) The parties agree that a decision of the arbitrators need not to be made within any specific time period.
- Удалено: п. 3 3. Section 18.16 (Conflicting Languages) is deleted and replaced with the following:
- Удалено: п. 18.16 18.16 Conflicting Languages. This Agreement is made in the Indonesian and the English language, and 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.
- Удалено: Asia Pacific — India
- Удалено: Google Cloud India Private Limited
- Удалено: Google Cloud India Private Limited has been appointed by Google Asia Pacific Pte. Ltd. (‘GAP’) as a non-exclusive reseller of the Services (as defined below) in India. For avoidance of any doubts, whilst in this Agreement, both the entities have been referred to as ‘Google.’ It is hereby clarified that wherever the provisions refer to Google for sales or rights and obligations in relation thereto (including any terms relating to invoicing for sale of services, credit limit, termination of this Agreement, etc.), ‘Google’ shall mean Google Cloud India Private Limited, and wherever in this Agreement, the provisions refer to ‘Google’ as a provider of the Services or rights and obligations in relation thereto shall mean ‘GAP’.
- Удалено: Google Cloud India Private Limited may execute Order Form(s) referencing this Agreement, but the Order Form will form a separate contract between Google Cloud India Private Limited and the Customer, and incorporate all of the terms of this Agreement. Under this Agreement, whereas, as a reseller of Services, Google Cloud India Private Limited purchases the Services from GAP for resale to the Customer, the entire obligation to provide such Services under this Agreement will be met by GAP and as such, Google Cloud India Private Limited will not have any obligation related to performance of Services.
- Удалено: Section 2 (Payment Terms) is replaced as follows:
- Удалено: 2*. Payment Terms*.
- Удалено: п. 2.1 2.1 Payment.
- Удалено: (a) Google will invoice Customer for the Fees. Payments for invoices are due 60 days after the invoice date (unless otherwise specified on the Order Form) and are considered overdue after such date. All payments are due in the currency described in the invoice. Wire transfer payments must include the bank information described in the invoice.
- Удалено: п. 2.2 2.2 Taxes.
- Удалено: (a) In consideration of the sale of Services, Customer agrees to pay to Google, the Fees plus any applicable Taxes. If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer along with the Fees for sale of Services, unless Customer provides Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.
- Удалено: (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.
- Удалено: (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.
- Удалено: п. 2.3 2.3 Invoice Disputes.
- Удалено: (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.
- Удалено: п. 2.4 2.4 Delinquent Payments; Suspension.
- Удалено: Late payments (which, for clarity, do not include amounts subject to a good faith payment dispute submitted before the payment due date), may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting such delinquent amounts. Further, in the event of any late payment for the Services is overdue, Google may Suspend the Services.
- Удалено: п. 2.5 2.5 No Purchase Order Number Required.
- Удалено: 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).
- Удалено: Section 18.11 (Governing Law) is replaced as follows:
- Удалено: п. 18.11 18.11 Governing Law.
- Удалено: All claims arising out of or relating to this Agreement will be governed by laws of India, excluding that state’s conflict of laws rules, and will be litigated exclusively in the courts of New Delhi; the parties consent to exclusive jurisdiction in those courts. Notwithstanding the above, the Customer can and will bring all claims with respect to Google under this Agreement against Google Cloud India Private Limited.
- Удалено: The definition of "Prices" under Section 20 (Definitions) is replaced as follows:
- Удалено: "Prices" mean the then-current applicable price(s) stated at https://g.co/maps/pricelist-india for eligible accounts.
- Удалено: The definition of "Taxes" under Section 20 (Definitions) is replaced as follows:
- Удалено: Latin America (excl. Mexico and Brazil)
- Удалено: Google LLC
- Удалено: Section 18.11 (Governing Law) is replaced by the following:
- Удалено: Governing Law, Arbitration.
- Удалено: (a) Governing Law. This Agreement is governed by the laws of the State of California, USA, excluding its conflict of laws rules.
- Удалено: (b) Arbitration.
- Удалено: (i) Definitions.
- Удалено: "Dispute" means any contractual or non-contractual dispute regarding this Agreement, including its formation, validity, subject matter, interpretation, performance, or termination.
- Удалено: (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 18.1 (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 18.11 (b) (iii) (Arbitration) below.
- Удалено: (iii) Arbitration. The parties will refer all Disputes to final, binding arbitration under the rules of the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules ("Rules"). The arbitration will be conducted in English by one arbitrator in Santa Clara County, California, USA, which will be the seat of arbitration.
- Удалено: (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 execute any arbitral decision, but only if the confidentiality of those materials is maintained in those judicial proceedings.
- Удалено: (v) Non-Monetary Relief. The arbitrator may only issue its award based on law, not in equity.
- Удалено: (vi) Fees and Expenses. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
- Удалено: Latin America - Mexico
- Удалено: Google Cloud México, S. de R.L. de C.V.
- Удалено: Section 2.3 (Taxes) is replaced as follows:
- Удалено: п. 2.3 2.3 Taxes. Customer is responsible for any Taxes. If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. 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. Google will timely provide customary tax documentation reasonably requested by Customer and vice versa.
- Удалено: Section 3.2.1 (General Restrictions) is replaced as follows:
- Удалено: п. 3.2.1 3.2.1 General Restrictions. Customer will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (b) sell, resell, sublicense, transfer, or distribute the Services; or (c) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State or any other applicable legislation that regulates arms traffic; (iv) in a manner that breaches, or causes the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations and in compliance with any Applicable Privacy Law. For purposes of this section, Applicable Privacy Law should mean any national, federal, European Union, state, provincial or other privacy, data security, or data protection law or regulation.
- Удалено: Subsection (b) of Section 15.1 (Limited Liabilities) is modified as follows:
- Удалено: (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 Agreement during the 12 month period before the event giving rise to Liability.
- Удалено: Section 18.11 (Governing Law) is replaced by the following:
- Удалено: (a) Governing Law. This Agreement is governed by the laws of the United Mexican States, excluding choice of law rules.
- Удалено: (b) Arbitration.