GCP Marketplace Agreement

GCP MARKETPLACE AGREEMENT

DATED: 10/31/2018

If your billing account is in India, please review the Agreement, which applies to your use of GCP Marketplace.

This GCP Marketplace Agreement (the "Agreement") is made and entered into by and between Google and the entity agreeing to these terms ("Customer"). "Google" means either (i) Google Commerce Limited (“GCL”), a company incorporated under the laws of Ireland, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Customer has a billing address in the EU or Turkey and has chosen “non-business” as the tax status/setting for its Google account, (ii),Google Ireland Limited, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Customer's billing address is in any country within Europe, the Middle East, or Africa ("EMEA"), (iii) Google Asia Pacific Pte. Ltd., with offices at 70 Pasir Panjang Road, #03-71, Mapletree Business City II Singapore 117371, if Customer's billing address is in any country within the Asia Pacific region ("APAC") except as provided below for Customers with the billing address in Japan or Australia, (iv) Google Cloud Japan G.K., with offices at Roppongi Hills Mori Tower, 10-1, Roppongi 6-chome, Minato-ku Tokyo, if Customer’s billing address is in Japan, (v) Google Australia Pty Ltd., with offices at Level 5, 48 Pirrama Road, Pyrmont, NSW 2009 Australia, if Customer’s billing address is in Australia, (vi) Google Cloud Canada Corporation, with offices at 111 Richmond Street West, Toronto, ON M5H 2G4, Canada, if Customer’s billing address is in Canada, (vii) Google Cloud Brasil Computação e Serviços de Dados Ltda., headquartered at Av. Brigadeiro Faria Lima, 3729, 4th and 5th floors, Itaim Bibi, São Paulo if Customer’s billing address is in Brazil, (viii) Google New Zealand Limited, as a reseller, with offices at Level 27, Lumley Centre, 88 Shortland Street, Auckland, New Zealand, if Customer's billing address is in New Zealand, or (ix) Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043, if Customer's billing address is in any country in the world other than those in EMEA and APAC.

This Agreement governs Customer's access to and use of “GCP Marketplace” (the “Store”) and is effective as of the date Customer clicks to accept the Agreement (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; (iii) you agree, on behalf of Customer, to this Agreement; and (iv) your use of the Store and any Products is for commercial or business purposes of the Customer only and not for your personal use. If you do not have the legal authority to bind Customer, do not understand this Agreement, or don’t agree to any of its terms, please do not click to accept or use the Store or any Products.

  1. Use of the Store.
    1. Store Use. The Store is an online service that enables Customer to acquire and deploy Products made available via the Store under a Google provisioning and billing framework. The foregoing notwithstanding, Customer use of: (i) Google Cloud Platform or (ii) any Products subject to a separate Google Cloud Platform SKU (listed at https://cloud.google.com/skus/ ) are not governed by this Agreement and are governed by the Google Cloud Platform Terms of Service. Any Customer use of any Products in the Store labeled as “Google Click to Deploy” or “BYOL” is also not governed by this Agreement but governed by the third party software licenses associated with such Products. Customer agrees Products that are not subject to the Google Cloud Platform Terms of Service are not owned, created, or endorsed by Google, and Google makes no representation or warranty that such Product listings, descriptions, or displays are accurate, complete, or up to date. Google does not monitor, control, or assume any liability associated with Products and is not responsible for the quality, accuracy, or nature of such Products or the security practices or general privacy policies (including data collection or use policies) of the Vendors providing such Products. Subject to this Agreement, Customer may use the Store and Products during the Term.
    2. Accounts. Customer must have an Account to use the Store and is responsible for the information it provides to create the Account, the security and passwords for its Account, and for any use (or End User’s use) of its Account. If Customer becomes aware of any unauthorized use of its Account, Customer will notify Google as promptly as possible via cc-customersuccess@google.com.
    3. New Applications and Services. Google may make new applications, tools, features, or functionality related to the Store available from time to time the use of which may be contingent upon Customer’s agreement to additional terms.
    4. Links to Third Party Sites. URL links made available on the Store web pages may allow Customer to leave the Store’s website to go to sites/web pages not controlled by Google (“Linked Site(s)”). Google is not responsible for the Linked Sites (or any weblink or URL contained on them) in any manner, including related content and security or privacy practices. Any access Google provides to Linked Sites is done solely as a Customer convenience, and the inclusion of any link to a Linked Site does not imply endorsement by Google of the Linked Site.
    5. Vendor Enforced Functionality. Customer agrees functionality related to Products (such as IAM) that are not enforced by Google (as labeled in the user interface for such functionality or otherwise detailed in Documentation) are enforced by the Vendors for such Products, and Google assumes no responsibility or liability for the effectiveness or accuracy of such Vendor enforced functionality.
    6. Modifications.
      1. To the Store or Product. Google may make changes to the Store or Products at any time including terminating the availability or use of any Product or the Store.
      2. To the Agreement. Google may make changes to this Agreement, including Fees (and any linked documents) from time to time. Google will post any changes to this Agreement to the Terms URL, and all changes will be effective immediately after posting. Google advises Customer to review the latest version of the Agreement at the Terms URL before using the Store or any Products to stay informed of the most current Agreement terms applicable to such use. The foregoing notwithstanding, unless otherwise noted by Google, material changes to the Agreement will become effective 14 days after they are posted to the Terms URL, except changes that apply to new Store functionality or Products or are required by applicable law will be effective immediately after they are posted to the Terms URL. If Customer does not agree to any changes to the Agreement, Customer will stop using the Store and any Products. Any use of the Store or Product after the posting and effective date of any changes to the Agreement to the Terms URL will constitute Customer’s acceptance of the Agreement as modified.
      3. To Fees. Google may change Fees at any time.
  2. Payment Terms.
    1. Usage and Invoicing. Customer will pay for all Fees based on Customer’s (or End Users') use of the Products during the Term. Google will invoice Customer on a monthly basis for those Fees accrued at the end of each month unless otherwise stated in the Product description in the Store for any Product purchased. The foregoing notwithstanding, if Customer or End Users commit to pay any minimum amount of Fees (including for to any promotion or discount), Customer will be responsible for the payment of such Fees even after any termination of the Agreement. If Customer deploys any Product subject to consumption based billing, Customer instructs and allows Google to track Customer’s use of such Product and report such Product usage to the Vendor of such Product.
    2. Payment. All Fees are due as stated in the invoice. Customer’s obligation to pay all Fees applicable to the Term is non-cancellable. All payments due are in the currency stated in the invoice. Payments made via wire transfer must include the wire instructions required by Google.
    3. Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Products without any reduction for Taxes. If Google is required 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. In some jurisdictions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.
    4. Invoice Disputes & Refunds. Any invoice 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 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. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after charged (this does not affect any Customer rights with its credit card issuer). Google will not issue refunds, but may, in it its discretion, issue credit for the Products. Nothing in this Agreement requires Google to extend credit to any party
    5. Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent (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 except where such delinquent amounts are due to Google’s billing inaccuracies. If Customer is delinquent on payments for any Product, Google may suspend any or all use of any or all of: that Product, the Store, or any other Product.
    6. No Purchase Order Number Required. Customer must pay all applicable Fees regardless of whether Google provides a purchase order number on Google’s invoice.
  3. Customer Obligations.
    1. Compliance. Customer is solely responsible for its Customer Data and for making sure its (and End Users’) use of the Store and Products comply with the terms of this Agreement. Customer is responsible for ensuring all End Users comply with Customer’s obligations under the Agreement.
    2. Privacy. Customer will protect the privacy and legal rights of its End Users under all applicable laws and regulations, which includes a legally adequate privacy notice communicated from Customer. Customer will obtain and maintain any required consents from End Users to allow Customer’s access, monitoring, use, and disclosure of any Customer Data. Customer will provide legally adequate notice to its End Users of any Customer Data provided to Google.
    3. Restrictions. Customer will not, and will not allow third parties under its direction to: (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 of the Store or Products or use the Store or any Product to directly or indirectly create, train, or improve a substantially similar service or product to the Store or such Product (except to the extent such restrictions are expressly prohibited by applicable law); (b) use the Store or Products for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Store or Products separate from any integrated Application; (d) access the Store or allow any other user (including any End Users) to access the Store in a manner intended to avoid incurring Fees or viewing or accepting the Agreement or any other applicable terms; (e) engage in, promote or encourage illegal activity; (f) use the Store or Products for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); (g) use the Store or Products to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (h) interfere with the use of the Store or Products, or any equipment used to provide the Store or Products; (i) disable, interfere with or circumvent any aspect of the Store or Products; (j) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (“spam”); or (k) use the Store or Products, or any interfaces provided by the Store or Products, to access any other Google product or service in a manner that violates or avoids the terms of service of such other Google product or service. Unless otherwise specified in writing by Google, Google does not intend use of the Store or Products to create obligations under HIPAA, and makes no representations that the Store or Products satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Store or Products for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from Google.
    4. Third Party License Terms. Products (which may include open source software) deployed or acquired via the Store may be subject to separate third party license agreements, and Customer, by agreeing to this Agreement, Customer also agrees to any applicable third party license agreements related to Customer’s use of any Products. However, no third party license agreement may limit the parties’ obligations and rights under this Agreement, except that, to the limited extent an open source software license expressly supersedes this Agreement, that open source software license governs Customer’s use of the related Product.
    5. Documentation. Google may provide Documentation for Customer’s use of the Store or Products. The Documentation may specify restrictions (e.g., attribution or HTML restrictions) on how the Applications may be built or the Products may be used, and Customer will comply with any such restrictions specified. Google will not be responsible in any manner for any Vendor-provided security updates or patches described in the Documentation or otherwise provided to Customer.
    6. DMCA Policy. Google provides information to help copyright holders manage their intellectual property online, but Google cannot determine whether something is being used legally or not without their input. Google responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer’s or its End Users’ copyrights, Customer can notify Google at cc-customersuccess@google.com.
    7. Removal Requests. If Customer believes content should be removed from the Store, Customer can notify Google at cc-customersuccess@google.com.
    8. Application and No Multiple Accounts or Bills. Any Application must have material value independent from the Store and Products. Google has no obligation to provide multiple bills or Accounts to Customer under the Agreement.
  4. Suspension and Removals. If Customer becomes aware that any Customer or End User use of the Store violates this Agreement, Customer will immediately cease such use. If Customer or End Users engage in such use or fail to immediately cease any use of the Store in violation of this Agreement, Google may suspend or cancel Customer’s Account and/or terminate this Agreement.
  5. Intellectual Property Rights; Use of Customer Data; Feedback.
    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 party’s content or any of the other party’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application or Project (if applicable), and Google owns all Intellectual Property Rights in the Store, and Google or Vendors (as applicable) own all Intellectual Property Rights in the Products.
    2. Use of Customer Data. Google may use Customer Data in accordance with the Google Privacy Policy: https://www.google.com/intl/en/policies/privacy/. Notwithstanding any other agreements with Google, you consent to Customer Data and data related to your usage of GCP Marketplace and other Google products (including Google Cloud Platform) being used to provide Product recommendations and other personalization or improvements to the Store and other Google products. You also consent to Google sharing Customer Data that you provide to Google for attributing sales of the Product to the relevant Vendor personnel, analysing the performance of the relevant Product, and supporting the relevant Product.
    3. Customer Feedback. If Customer provides Google feedback or suggestions about the Store or Products, then Google may use that information without obligation to Customer, and Customer irrevocably assigns to Google all right, title, and interest in that feedback or those suggestions.
  6. Technical Support Services.
    1. Applications and Projects. Customer is responsible for technical support of its Application and Projects.
    2. Products. Subject to payment of any applicable support Fees, any technical support for Products will be provided by the Vendor of the Product on terms that will need to be agreed to by Customer. Google will not be responsible or liable for any technical support to Customer for any Products including any security updates or patches provided by Vendor (even if such updates or patches appear in Documentation).
  7. Confidential Information. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors 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 those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) or (ii) above will not apply if the recipient determines that complying with (i) or (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and its End Users’ use of the Store.
  8. Term and Termination.
    1. Agreement Term. This Agreement will remain in effect until terminated by either Party.
    2. Termination of Services. Customer may stop using the Store at any time. Google may discontinue the Store or any portion or feature (including hiding or removing any Products from the Store, prohibiting access to any Products in the Store, or suspending any Account) for any reason at any time without liability to Customer.
    3. Removal of a Product. If a Product is removed from the Store, Customer will cease all use of such Product, unless such continued use is expressly allowed by the third party license applicable to Customer for the removed Product. Also, Google, in its sole discretion, may continue to allow the use of a Product for up to 6 months after such Product is removed from the Store.
    4. Effect of Termination. If the Agreement expires or is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees (including Taxes) owed by Customer to Google are immediately due upon receipt of the final invoice; (iii) Customer will cease all use of the Store and any Products; (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
  9. Publicity. Customer is permitted to state publicly that it is a customer of the Store, consistent with the Trademark Guidelines. If Customer wants to display Google Brand Features in connection with its use of the Store or Products, Customer must obtain written permission from Google through the process specified in the Trademark Guidelines. Google may include Customer’s name or Brand Features in a list of Google customers, online or in promotional materials. Google may also verbally reference Customer as a customer of the Store and of any Products used by Customer. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
  10. Representations. 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 and regulations applicable to its provision or use of the Store, as applicable.
  11. Disclaimer. EXCEPT AS STATED IN SECTION 10 (REPRESENTATIONS AND WARRANTIES), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND RELATED TO THE STORE OR PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE STORE OR PRODUCTS. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER GOOGLE, NOR ITS SUPPLIERS OR LICENSEES, WARRANT THAT THE OPERATION OF THE STORE OR THE PRODUCTS WILL BE ERROR-FREE, MALWARE- FREE, OR UNINTERRUPTED. NEITHER THE STORE NOR THE PRODUCTS ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
  12. Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER GOOGLE NOR GOOGLE’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF GOOGLE OR ITS SUPPLIERS KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
    2. Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GOOGLE NOR GOOGLE’S SUPPLIERS , MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE FOR USE OF PRODUCTS IN THE STORE DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
    3. By Customer. Unless prohibited by applicable law, Customer will defend and indemnify Google and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Project, Instance, or Customer Data; or (ii) Customer’s, or its End Users’, use of the Store or any Products subject to the following conditions:
      1. Google has the right to approve controlling counsel, such approval not to be unreasonably withheld (and which approval may be withheld or withdrawn if there is a conflict of interest);
      2. Google may appoint its own non-controlling counsel, at its own expense; and
      3. any settlement requiring the Google to admit liability, pay money, or take (or refrain from taking) any action, will require Google’s prior written consent.
    4. Remedies.
      1. If Google reasonably believes the Store or Products might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense: (a) procure the right for Customer to continue using the Store or Product; (b) modify the Store or Product to make it non-infringing without materially reducing their functionality; or (c) replace the Store or Product with a non-infringing, functionally equivalent alternative.
      2. If Google does not believe the remedies in Section 12.4.1 are commercially reasonable, then Google may suspend or terminate Customer’s use of the Store or the impacted Products.
    5. Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 12 states the parties’ only rights and obligations under this Agreement for Intellectual Property Rights-related Allegations and Third-Party Legal Proceedings.
  13. U.S. Federal Agency Users. The Store and Products were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulation and agency supplements.
  14. Miscellaneous.
    1. Notices. All legal notices to Google must be emailed to Google’s Legal Department at legal-notices@google.com. Customer agrees that Google may use the email address that Customer provides Google for Customer’s Account for any notice to Customer. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
    2. 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; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
    3. Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (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 this Agreement any time between the change of Control and 30 days after it receives that written notice.
    4. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
    5. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
    6. 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.
    7. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
    8. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
    10. Governing Law.
      1. 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.
      2. 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.
      3. For All Other Entities. If Customer is any entity not stated in Section 14.10.1 or 14.10.2 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.
    11. Survival. The following Sections will survive expiration or termination of this Agreement: 2, 3, 5, 7, 8.4, 11, 12, and 14.
    12. Entire Agreement. This Agreement states 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 set out in this Agreement. The terms located at a URL referenced in this Agreement and the Google provided Documentation 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.
    13. Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: (i) the Agreement and (ii) any terms at any URL stated in this Agreement.
    14. Counterparts. If the parties execute this agreement offline, it may be executed in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
    15. Definitions.

Account” means Customer’s Google-authorized and approved account to use the Store.

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

Allegation” means an unaffiliated third party’s allegation.

Application(s)” means any web or other application Customer creates using the Store or Products, including any Customer-written source code to be hosted in an Instance or used with the Store or the Products.

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.

Confidential Information” means information that one party (or its Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. 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.

Control” means control of greater than fifty percent of the voting rights or equity interests of a party.

Customer Data” means content or information provided, transmitted, or displayed via the Store or Products by Customer or its End Users.

Documentation” means the documentation (as may be updated from time to time) in the form generally made available by Google or Vendor to its customers for use of the Store or Products (including any related information provided via email).

End Users” means the individuals that Customer permits to use the Store, Products, Application, or Project.

Fees” means the applicable fees for any Product and any applicable Taxes. Estimates for the Fees for each Product are stated in the description of such Product in the Store or other Google provided Documentation. The foregoing notwithstanding, Customers Fees may vary from such estimates depending on actual Customer usage.

Google Cloud Platform” means the Google suite of cloud products and services governed by the Google Cloud Platform Terms of Service.

Google Cloud Platform Terms of Service” means the terms of service at https://cloud.google.com/terms/ or another applicable and valid written agreement between Customer and Google governing Customer’s use of the Google Cloud Platform.

High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

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

IAM” means Cloud Identity & Access Management that allows for management of resources running on Google Cloud Platform including assignment of related roles and permissions further described at https://cloud.google.com/iam/.

including” means including but not limited to.

Indemnified Liabilities” means any (i) claim, assertion or suit, (ii) settlement amounts approved by the indemnifying party; and (iii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

Instance” means a virtual machine instance, configured and managed by Customer.

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

Legal Process” means a data 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.

Project” means a grouping of computing, storage, and API resources for Customer, and via which Customer may use the Store or Product.

Product(s)” include (but subject to the terms of Section 1.1): (i) any downloadable tools, software development kits or other proprietary computer software provided by Vendors or Google in connection with deployment via the Store, which may be downloaded by Customer, (ii) any services provided by Vendors or Google via the Store, (iii) datasets provided by Google or third parties via the Store, and (iv) any updates Google or Vendors may make to (i) or (ii), or (iii).

Taxes” means any duties, customs fees, or taxes (other than Google’s income tax) associated with the purchase of the Products, including any related penalties or interest.

Term” means the term of the Agreement, which will begin on the Effective Date and continue until the Agreement is terminated as set forth in this Agreement.

Terms URL” means https://console.developers.google.com/tos?id=launcher

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, located at: http://www.google.com/permissions/guidelines.html.

Vendor(s)” means, subject to Section 1.1 (Store Use), the vendor(s) providing Product(s) for deployment or acquisition via the Store.