Training Terms of Service Online agreement governing education and training services related to Google Cloud products and services

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# Google Cloud Training
Terms of Service

To receive the Training Services described below,
Customer agrees to the terms of this Training Terms of
Service (the "Agreement"). Together with an applicable
Order Form, the Agreement governs Customer's receipt of
Training Services from the Google entity referenced in
the applicable Order Form.

1.** Training Services Terms.**

1.1 Training Services.
After the parties complete and execute an Order Form: (a)
Google will provide the Training Services to Customer and
(b) Customer may use the Training Materials in accordance
with this Agreement and as specified in an Order Form.

1.2 Instructor Led Training.
Customer will provide reasonable access to appropriate
facilities for Instructor Led Training provided at
Customer's facilities.

1.3 Online Training. Google
may offer Training Services or access to Training
Materials online through Training Tools. Customer and
Customer's End Users' use of Training Tools may be subject
to separate use terms. Google is not responsible for
Customer's inability to access Training Services on
Training Tools due to Customer or Customer's End Users'
violation of such use terms.

1.4 Use of Training
Services. Customer must use Training Services within one
(1) year of the applicable Order Form Effective Date.
After one (1) year from the Order Form Effective Date,
Google may (i) mark any unused Training Services as delivered; and (ii) if not
already invoiced, invoice Customer for any unused Training
Services on the Order Form. Customer will pay all Fees for
Training Services on an Order Form unless an Order Form
terminates for Google's material breach or either party's
insolvency.

1.5 Rescheduling.
Subject to Section 1.4 (Use of Training Services),
Customer may reschedule Instructor Led Training up to two (2) times, on each
occasion by canceling the Instructor Led Training with written
notice more than 10 business days before the scheduled
start date. After Customer has rescheduled two (2) times in accordance with
the foregoing, then, unless
otherwise agreed, Google may invoice Customer in full for any Fees not already
invoiced for the Instructor Led Training and, if Fees are prepaid, mark the
Training as delivered. If Customer cancels any
Instructor Led Training 10 business days or less before
the scheduled start date, or without written notice, Google may invoice
Customer in full for Fees not already invoiced for the Instructor Led
Training and, if Fees are prepaid, mark the Training as delivered.

1.6 Training Materials.
Google will provide Training Materials to Customer's End
Users in electronic or physical format. Unless otherwise
authorized by Google, Customer may only share Training
Materials with the number of End Users who have been
authorized to receive Training Services under an Order
Form. End Users may use Training Materials during the Term
solely for the purpose of receiving the Training Services.
Training Materials are Google Confidential Information and
may not be shared with any unauthorized party. End Users
may only use Training Materials provided through an online
platform in connection with the End User's access to the
platform.

1.7 Personnel. Google may
offer Training Services, such as technical mentorship or
program management, using Personnel. Google will determine
which Personnel will perform the Training Services. If
Customer requests a change of Personnel and provides a
reasonable and lawful basis for such request, Google will
use commercially reasonable efforts to replace the
assigned Personnel with alternative Personnel.

2.** Customer Obligations.**

2.1 Consents. Customer
is responsible for any consents and notices required to
permit Customer's and its End Users' use and receipt of
the Training Services.

2.2 End User Equipment.
Customer is responsible for ensuring End Users have access
to appropriate equipment, facilities, and networks
necessary to receive the Training Services and access the
Training Materials.

2.3 Compliance. Customer
will (a) ensure that Customer's and its End Users' use of
the Training Services complies with the Agreement, (b) use
commercially reasonable efforts to prevent and terminate any
unauthorized access to or use of the Training Services, and
(c) promptly notify Google of any unauthorized use of, or
access to, the Training Services of which Customer becomes
aware.

2.4 Use Restrictions.
Customer will not, and will not allow End Users or third
parties under its control to: (a) copy, modify, or create
a derivative work of the Training Services; (b) sell,
resell, sublicense, transfer, or distribute the Training
Services; (c) record the Training Services without
Google's prior written consent; or (d) access or use the
Training Services in a manner intended to avoid incurring
Fees.

2.5 Cooperation. Customer
will provide reasonable and timely cooperation in
connection with Google's provision of the Training
Services. Google will not be liable for a delay caused by
Customer's failure to provide Google with information,
equipment, consents or access to Customer facilities,
networks or systems required for Google to perform the
Training Services.

3.** Payment Terms.**

3.1 Payment. 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 stated in the invoice. Wire transfer
payments must include the bank information stated in the
invoice. Unless required by applicable law, Fees for
some Training Services may be non-cancellable, as
specified on an Order Form.

3.2 Taxes. 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.

3.3 Invoice Disputes.
Customer may dispute invoiced Fees if Customer believes in good faith that
Fees were inaccurately invoiced (an "Invoice Dispute"). Invoice Disputes must
be submitted to collections@google.com and identify all disputed amounts and
the reasons for dispute. Google will review in good faith all Invoice Disputes,
and will provide Customer an explanation of Fees due following such review
(an "Invoice Dispute Report"). If an Invoice Dispute is submitted before the
Payment Due Date, then notwithstanding Section 3.1 (Payment), (a) Customer
must only pay the amounts not subject to the Invoice Dispute, and (b) unpaid
Fees stated in an Invoice Dispute Report to be accurately invoiced are due
within 30 days after delivery of such report. If an Invoice Dispute is
submitted after the Payment Due Date and the Invoice Dispute Report states
that Fees paid were incorrectly invoiced, then Google will issue a credit
equal to the agreed amount.

3.4 Overdue Payments.

a. If Customer's payment is
overdue, except for amounts subject to an Invoice Dispute
submitted before the Payment Due Date, then 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
Training Services or terminate the applicable Order Form.

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

3.5 Purchase
Orders. If Customer requires a purchase order number
on its invoice, Customer will provide a purchase order
number in the Order Form. If Customer does not provide a
purchase order number, then (a) Google will invoice
Customer without a purchase order number, and (b) Customer
will pay invoices without a purchase order number
referenced. Any terms on a purchase order are void.

4.** Intellectual Property.**

4.1 Intellectual
Property Rights. Except as expressly stated in Section 1.6
(Google Training Materials), the Agreement does not grant
Customer any rights, implied or otherwise, to Google's
Intellectual Property. Google retains all Intellectual
Property Rights in the Training Services and Training
Materials.

4.2 Feedback. At its
option, Customer may provide feedback and suggestions
about the Training Services to Google ("Feedback"). If
Customer provides Feedback, then Google and its Affiliates
may use that Feedback without restriction and without
obligation to Customer, excluding any Feedback marked as Customer Confidential
Information.

5.** Confidentiality.**

5.1 Use and Disclosure
of Confidential Information. The Recipient will only use
the Disclosing Party's Confidential Information to
exercise its 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. Notwithstanding any other provision in the
Agreement, the Recipient may disclose the Disclosing
Party's Confidential Information (a) to its Delegates who
have a need to know and who are bound by confidentiality
obligations at least as protective as those in this
Section 5 (Confidentiality); (b) with the Disclosing
Party's written consent; or (c) subject to Section 5.2 (Legal Process), as
strictly necessary to comply with Legal Process.

5.2 Legal Process.
If the Recipient receives Legal Process for the Disclosing Party’s
Confidential Information, the Recipient will: (a) promptly notify the
Disclosing Party prior to disclosure unless the Recipient is legally
prohibited from doing so; (b) attempt to redirect the third party to request
disclosure from the Disclosing Party directly; (c) comply with the Disclosing
Party’s reasonable requests to oppose disclosure of its Confidential
Information; and (d) use commercially reasonable efforts to object to, or
limit or modify, any Legal Process that the Recipient reasonably determines
is overbroad, disproportionate, incompatible with applicable law, or otherwise
unlawful. To facilitate the request in (b), the Recipient may provide the
Disclosing Party’s basic contact information to the third party. Notwithstanding
the foregoing, subsections (a) to (d) above will not apply in exceptional
circumstances involving an imminent threat to life or risk of serious physical
injury.

6.** Representations and
Warranties.**
6.1 Each party represents and
warrants that it has full power and authority to enter into the
Agreement.

6.2 Anti-Bribery and Government Ethics
Compliance. If the Training Services are being provided to a Customer
who is a government entity, the Customer understands the Training Services
can only be used for the benefit of the government entity and not by any
individual government official for personal or hobby use. The Customer
represents and warrants that (i) the Customer is authorized to accept the
Training Services; (ii) acceptance of the Training Services is consistent
with all applicable laws and regulations, including relevant anti-bribery
and ethics rules and laws; and (iii) acceptance and use of the Training
Services will not prevent Google from bidding on, or otherwise participating
in, other potential contracts issued by the government entity or its related
bodies. "Government entity" includes national, state, and local governments;
government-owned or -controlled businesses or institutions (e.g., public
universities, national telecom companies, etc.); public international
organizations; political parties

7.** Disclaimer.** Except as expressly provided for
in the Agreement, to the fullest extent permitted by
applicable law, the Training Services and Training
Materials are provided "as-is" and Google: (a) 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 Training Services or Training Materials; and (b) makes no representation
about content or information accessible through the
Training Services.

8.** Liability.**

8.1 Limited Liabilities

a. To the extent permitted by applicable law and subject to Section 8.2
(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 to Google
under the applicable Order Form.

8.2 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 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.

9.** Term and
Termination.**

9.1 Agreement Term. The
Agreement will remain in effect for the Term unless it
expires or is terminated in accordance with the Agreement.

9.2 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.

9.3 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 Order Form and
fails to cure that breach within 30 days after receipt of
written notice.

b. Termination of All Order
Forms. Either party may terminate all effective Order
Forms under the Agreement if the other party: (a) is in
material breach of the Agreement and fails to cure that
breach within 30 days after receipt of written notice; (b)
ceases its business operations; or (c) to the extent
permitted by applicable law, becomes subject to insolvency
proceedings and such proceedings are not dismissed within
90 days.

9.4 Effects of
Termination. Except as described in Section 9.3(b)
(Termination of All Order Forms), 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 Training
Services. The rights under the Agreement granted by one
party to the other regarding the Training Services will
cease immediately except as described in this Section 9.4
(Effects of Termination); and Google will stop work on the
Training Services; and

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

c. Survival. The following
Sections will survive expiration or termination of the
Agreement: Section 3 (Payment Terms), Section 4
(Intellectual Property), Section 5 (Confidentiality),
Section 7 (Disclaimer), Section 8 (Liability), Section
9.4 (Effects of Termination), Section 10 (Miscellaneous),
and Section 11 (Definitions).

10.** Miscellaneous.**

10.1 Notices. Google
will provide notice to Customer 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.

10.2 Emails. Under this
Agreement, the parties may use emails to satisfy written
approval and consent requirements.

10.3 Assignment. Neither
party may assign the 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 the Agreement, (b) the assigning party has notified the other party of
the assignment, and (c) if Customer is the assigning party, the assignee is
established in the same country as Customer. Any other attempt to assign is
void.

10.4 Change of Control.
If a party experiences a change of Control other than an
internal restructuring or reorganization, then: (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.

10.5 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, pandemics, terrorism,
riots, or war.

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

10.7 No Agency. The
Agreement does not create any agency, partnership, or
joint venture between the parties.

10.8 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.

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

10.10 No Third-Party
Beneficiaries. The Agreement does not confer any rights or
benefits to any third party unless it expressly states
that it does.

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

10.12 US 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 THE 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
THE 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 10.12(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 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, USA; THE PARTIES
CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

10.13 Amendments. Except
as specifically stated otherwise in the Agreement, any
amendment to the Agreement must be in writing, expressly
state that it is amending the Agreement, and be signed by
both parties.

10.14 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 breach its
obligations under the Agreement in doing so.

10.15 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
this 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 stated in the Agreement. Except as
expressly provided for 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.

10.16 Conflicting Terms.
If there is a conflict among the documents that make up
the Agreement, then the documents will control in the
following order (of decreasing precedence): the applicable Order Form and the
Agreement.

10.17 Conflicting
Languages; Currencies. 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. Unless otherwise specified, all references to "$" in the Agreement
refer to United States dollars.

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

10.19 Electronic
Signatures. The parties consent to electronic signatures.

10.20 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.

11.** Definitions.**

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

"Confidential Information"
means information that one party (or an Affiliate)
("Disclosing Party") discloses to the other party
("Recipient") under or in connection with 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" means the entity
purchasing Training Services from Google as identified on
an applicable Order Form.

"Delegates" means the
Recipient’s and its Affiliates’ respective employees, agents,
subcontractors, and professional advisors.

"Effective Date" means the
date of the last party's signature on an Order Form
incorporating the Agreement.

"End User" means an
individual that Customer enables or permits to receive the Training
Services under this Agreement. For clarity, End Users may include employees of
Customer Affiliates and other authorized third parties.

"Fees" means the applicable
fees for the Training Services stated on the applicable
Order Form.

"Google" means the Google
entity identified in the applicable Order Form.

"including" means including
but not limited to.

"Instructor Led Training"
means Training Services delivered as live instruction by
Google or third party personnel. Instructor Led Training
may be delivered in person or remotely.

"Intellectual Property" 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.

"Legal Process" means an
information disclosure request made under law,
governmental regulation, court order, subpoena, warrant,
governmental regulatory or agency request, 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
applicable Order Form.

"Order Form" means an order
form or other ordering document issued by Google, including data
sheets associated with Services described in the Order Form, and executed by
Customer and Google specifying the Training Services Google will provide to
Customer.

"Payment Due Date" means 30
days from the invoice date in the applicable Order Form.

"Personnel" means Google’s and Google’s Affiliates’ employees and
subcontractors.

"Suspend" or "Suspension"
means disabling access to or use of the Training Services
or components of the Training 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" means the period
starting on the Effective Date and continuing until the
earlier of termination, expiration or completion of the
provision of Training Services under an Order Form.

"Training Materials" means courseware, materials or content made available to
Customer by Google or third parties on behalf of Google for use in connection
with the Training Services.

"Training Services" means education and training services for individuals or
groups of users related to Google Cloud products and services, as more fully
described in an applicable Order Form.

"Training Tools" means Google
or third party platforms or communication tools, such as
online forums, email or video conferencing.

12. **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 - Australia**

A new Section 7A is added as
follows:

7A. This Section 7A 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 8.1(b) (Limited
Liability) is replaced with the following:

b. Google's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the greater of: (a) Fees Customer paid to Google under the applicable Order Form, and (b) $AUD1000.

Section 10.12 (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 10.15 (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."

**Latin America - Brazil**

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

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

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

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

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

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

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

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

**Latin America - Mexico**

Section 3.2 (Taxes) is replaced as follows:

3.2 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 8.1 (Limited Liabilities) is replaced as follows:

8.1 Limited Liabilities

a. [...]

b. To the extent permitted by applicable law, Google's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid to Google under the applicable Order Form.

Subsection a. of Section 8.2 (Unlimited Liabilities) is replaced as follows:

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

Section 10.12 (Governing Law) is replaced as follows:

10.12 Governing Law & Arbitration.

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

b. Arbitration.

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

(ii) Settlement. The parties will try in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute in accordance with Section 10.1 (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 10.12 (iii) (Arbitration).

(iii) Arbitration. Except as prohibited by applicable law, the parties will refer all Disputes to final, binding arbitration under the Arbitration Rules of the National Chamber of Commerce of Mexico City in force as of this Agreement's Effective Date ("Rules"). The arbitration will be conducted in Spanish by one arbitrator, 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.

10.19 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 11 (Definitions) is replaced as follows:

11. 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.

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