Google will provide Customer an Ordering Document for each transaction to confirm the acquired Products and Services and their respective quantities and Fees. The Ordering Document is incorporated into and governed by this Agreement. All Fees are due 30 days from the invoice date. Customer's obligation to pay Fees is non-cancellable.
All payments due are in U. Payments made via wire transfer must include the following instructions:. Customer is responsible for any applicable Taxes without reduction.
If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Google with 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 this withholding.
Any invoice disputes must be submitted prior to the invoice 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 the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Delinquent payments may bear interest at the rate of one-and-one-half percent 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 delinquent amounts, except where these delinquent amounts are due to Google's billing inaccuracies.
Product and Service order requirements will be set forth in this Agreement and each accompanying Addendum. Purchase Orders. Any terms and conditions on a Purchase Order do not apply to this Agreement or any Addendum and are null and void.
The Products and Services will not be made available until Google receives either: i a complete and duly executed Purchase Order referencing a quote and this Agreement; or ii a complete and duly executed order form.
Customer may not exceed Usage Limits. In order for the Products and Services to continue functioning in excess of the Usage Limits, Customer must enter into a new Ordering Document for the additional Products and Services. Except as expressly stated in this Agreement or in an Addendum, 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 Rights.
Intellectual Property Rights in and to the content accessed through the Products and Services are the property of the applicable content owner and may be protected by applicable laws. If, to the extent possible, Customer wants to display Google Brand Features in connection with its use of the Products and Services, Customer will comply with the Trademark Guidelines.
Customer will not alter any images generated by the Products or Services to remove any Brand Feature or proprietary notice of Google or its licensors. Any use of a party's Brand Features will inure to the benefit of the party holding rights in those Brand Features. Each party agrees not to: a challenge or assist others to challenge the other party's Brand Features or registration thereof except to protect that party's rights with respect to its own Brand Features or b attempt to register any Brand Features that are confusingly similar to those of the other party.
Customer agrees that Google may include Customer's name or Brand Features in a list of Google customers, whether online or in offline promotional materials. Customer also agrees that Google may verbally reference Customer as Google client. Customer will comply with and will obtain all required authorizations from applicable government authorities under all applicable export and reexport control laws and regulations with respect to its Product and Services use, including the Export Administration Regulations "EAR" maintained by the U.
This section will survive Agreement termination or expiration. Each party will: a protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care; and b not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential.
Each party and any Affiliates, employees and agents to whom it has disclosed Confidential Information may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this section.
Either party may demand the return of Confidential Information at any time upon written notice to the other party. Confidential Information does not include information that: a the recipient already knew; b becomes public through no fault of the recipient; c was independently developed by the recipient; or d was rightfully given to the recipient by another party.
The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser if allowed by law. These limitations of liability do not apply to breaches of confidentiality obligations or violations of a party's Intellectual Property Rights by the other party. Google will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs including settlement costs and reasonable attorneys' fees arising out of a third party claim that the Products or the technology used to provide the Services infringes or mis-appropriates any patent, copyright, trade secret or trademark of that third party.
The obligations set forth in Section Unless prohibited by applicable law and without waiving sovereign immunity, Customer will indemnify, defend, and hold harmless Google from and against all liabilities, damages, losses, expenses and costs including settlement costs and reasonable attorneys' fees arising out of a a third party claim made against Google for infringement of the third party rights listed in Section If Google reasonably believes the Products or Services infringes a third party's Intellectual Property Rights, then Google will: a procure for Customer the right to continue to use the Products or Services; b replace the infringing Products or Services; or c modify the infringing Products or Services to avoid the alleged infringement.
If Google determines the options in this Section are not commercially reasonable, Google may terminate the license for the allegedly infringing Products or Services and will provide a pro-rata refund of the paid but unearned Fees applicable to the period following the Products or Services termination.
The party seeking indemnification must promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnification in Sections The indemnifying party has full control and authority over the defense, except that: a any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, which will not be unreasonably withheld or delayed; and b the other party may join in the defense with its own counsel at its own expense.
At Google's written request, not more than once per calendar year, Customer will provide Google with a certification signed by a Customer officer verifying the Products or Services are being used in compliance with this Agreement.
Furthermore, Google will have the right, no more than once per calendar year, and upon at least 30 days prior written notice, to appoint a nationally recognized certified public accountant or independent auditor to examine and verify Customer's Agreement compliance. Audits will be conducted during regular business hours at Customer's facilities and will not unreasonably interfere with Customer's business activities.
Customer will provide Google with reasonable access to the relevant Customer records and facilities. If an audit reveals that Customer has underpaid fees to Google during the period audited, then Google will invoice Customer, and Customer will promptly pay Google, for the underpaid fees based on the higher of the price specified in this Agreement or Google's price list in effect at the time the audit is completed.
If the underpaid fees exceed five percent of the license fees paid by Customer for the Products or Services during the preceding six-month period, then Customer will also pay Google's reasonable audit costs. All notices of termination or breach must be in writing and addressed to the attention of the other party's legal department and primary point of contact.
The email address for notices being sent to Google's Legal Department is legal-notices google. All other notices must be in English, in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log as applicable. This Agreement and its accompanying Addendum s and Ordering Documents are the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.
The terms located at a URL and referenced in this Agreement or any Addendum are hereby incorporated by this reference. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Ordering Document, the Agreement, the Addendum s and the terms located at any URL. Any amendments to this Agreement must be in writing and expressly state that is amending this Agreement. A clicking to accept or agree to the Terms, where this option is made available to you by Google in the user interface for any Service; or.
B by actually using the Services. In this case, you understand and agree that Google will treat your use of the Services as acceptance of the Terms from that point onwards. Sometimes, these companies will be providing the Services to you on behalf of Google itself.
You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you. You acknowledge and agree that the form and nature of the Services which Google provides may change from time to time without prior notice to you.
You may stop using the Services at any time. You do not need to specifically inform Google when you stop using the Services. You agree that any registration information you give to Google will always be accurate, correct and up to date.
You specifically agree not to access or attempt to access any of the Services through any automated means including use of scripts or web crawlers and shall ensure that you comply with the instructions set out in any robots.
This policy explains how Google treats your personal information, and protects your privacy, when you use the Services. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content either in whole or in part unless you have been specifically told that you may do so by Google or by the owners of that Content, in a separate agreement.
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