GCP Marketplace Agreement
Google Cloud Marketplace Terms of Service - Asia Pacific
Last modified: September 22, 2021
These Google Cloud Marketplace Terms of Service (together, the "Agreement") are entered into by Google and the entity or person agreeing to these terms ("Customer") and govern Customer's access to and use of the Marketplace and Vendor Products. "Google" has the meaning given at https://cloud.google.com/terms/google-entity.
Customer’s use of Google Products is governed by the agreement under which Google provides Customer with access to and use of Google Cloud Platform (“GCP Agreement”) and not this Agreement.
This Agreement is effective when Customer purchases a Vendor Product on the Marketplace (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
"AUP" means the then-current acceptable use policy for the Marketplace stated at https://cloud.google.com/terms/marketplace-aup.
“BYOL Product” means any software, service, or dataset provided by a Vendor, and any updates to the foregoing, which are labeled in the Marketplace as “Google Click to Deploy” or “BYOL” and not redeemed by means of exchanging a license key purchased on the Marketplace.
“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
“Control” means control of greater than 50 percent of the voting rights or equity interests of a party.
“Customer Data” has the meaning given to it in the GCP Agreement.
“End Users” means the individuals who are permitted by Customer to use the Marketplace or Vendor Products.
“Fees” means the applicable fees for any Vendor Product and any applicable Taxes.
“GCP Account” means Customer's Google Cloud Platform account.
“Google Product” means any software, service, or dataset provided by Google, and any updates to the foregoing.
“including” means including but not limited to.
“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
“Marketplace” means Google’s repository for offerings made available for use with Google Cloud Platform, available at https://console.cloud.google.com/marketplace or a successor URL.
“Notification Email Address” means the email address(es) designated by Customer in its GCP Admin Console.
“Subscription Product” means a Vendor Product made available to customers on a subscription basis, with either a prepayment or commitment to pay for a given time period.
“Taxes” means all government-imposed taxes, except for taxes based on Google's net income, net worth, asset value, property value, or employment.
“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).
“Vendor” means a third-party software or service vendor that makes offerings available on the Marketplace.
“Vendor Agreement” means a separate agreement between Customer and Vendor governing Customer’s use of a Vendor Product.
“Vendor Product” means any software, service, or dataset provided by Vendors, and any updates to the foregoing, made available through the Marketplace, in each case excluding BYOL Products. For the avoidance of doubt, Google Products are not included in “Vendor Products”.
The definition of "Taxes" under Section 15.18 (Definitions) is replaced as follows:
"Taxes" means all government-imposed taxes, as per the applicable law associated with the rendering and performance of the Services, including but not limited to any duties, customs duties, and any direct or indirect taxes, including any related penalties or interest, except for taxes based on Google's profit.
A new Section 9.6 is added:
9.6 Termination Waiver. The parties agree to waive any provisions under any applicable laws to the extent that a court decision or order is required for the cancellation of this Agreement.
The Indonesian version of this Agreement is accessible [here] and Section 15.17 is replaced in its entirety as follows:
15.17 Conflicting Languages. This Agreement is made in the Indonesian and the English language. Both versions of the Agreement are equally authentic. In the event of any inconsistency or different interpretation between the Indonesian version and the English version of the Agreement, 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.