The reseller entity agreeing to these terms (“Reseller”) and Google Inc., Google Ireland Limited, Google Asia Pacific Pte. Ltd., or Google Australia Pty Ltd (as applicable, “Google”) have entered into that certain Google Workspace Reseller Agreement (as amended to date, the “Agreement”). This Amendment (“Amendment”) is entered into by and between Reseller and Google and is effective as of the date Reseller clicks the “I agree” button to indicate its acceptance of the terms of this Amendment (the “Effective Date”). If you are accepting on behalf of Reseller, you represent and warrant that you: (i) have full legal authority to bind Reseller to these terms and conditions; (ii) have read and understood this Amendment; and (iii) agree to this Amendment on behalf of Reseller. If you do not have the legal authority to bind Reseller, please do not click the “I agree” button. Capitalized terms not defined in this Amendment will have the meaning ascribed to them under the Agreement.

• In consideration of good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

  • 1. Additional Pricing Terms. The following shall be added to the Agreement:

    • • Price List. The price charged by Google to Reseller for any Services is the price set forth on the applicable Price List less the applicable discount as set forth in the Agreement. Price Lists for the Services may vary depending on Customer’s geographic location and Reseller agrees to be charged based on the Price List (subject to the discount described above) applicable for each Customer’s geographic location. Reseller is solely responsible for determining its retail prices. Reseller acknowledges and agrees that Google may publish suggested retail prices from time to time. Google’s suggested retail prices are recommendations only.

    • • Reconciliation. Google may monitor Customers’ use of the Services and audit Reseller’s books, records and accounts to confirm that the appropriate Price List was used to calculate fees charged by Google to Reseller for the Services a particular Customer is using. If Google discovers that an incorrect Price List was used to calculate fees charged by Google to Reseller for the Services(s) that a particular Customer is using (“Discrepancy”) and that the fees charged by Google for the Services were reduced as a result: (a) Google will notify Reseller within thirty (30) days of finding the Discrepancy; and (b) Reseller will be required to pay to Google an amount equal to such reduction in fees.”

  • 2. Governing Law and Dispute Resolution. The governing law and dispute resolution provisions in the Agreement shall apply to this Amendment.

  • 3. Miscellaneous. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall govern.