Amendment To The Google Workspace Product Schedule Of The Google Cloud & Google For Education Commercial Partner Agreement

Amendment to the Google Workspace Product Schedule of the Google Cloud & Google for Education Commercial Partner Agreement

This Amendment (“Amendment”) amends the Google Workspace and Google Workspace for Education Product Schedule (“Product Schedule”) of the Google Cloud & Google for Education Commercial Partner Agreement (or the agreement that allows Partner to resell Google Workspace) entered into by the parties stated in the signature block below (as amended to date, the “Agreement”). Terms not defined will have the meaning given to them under the Agreement.

This Amendment is effective on the dates accepted by Partner.

The parties agree as follows:

1. Authorization to Resell Drive Enterprise. Partner is authorized to resell Drive Enterprise in accordance with this Amendment and the Agreement.
2. Partner Obligations.
- 2.1 SLA Credits. Any SLA Credits that may be due to Customer will be issued by Google to Partner in the form of monetary credits applicable for that Customer, and not additional Service days. Any monetary credits will be provided in a credit memo that will be applied to Partner’s next invoice relating to that Customer.
- 2.2 Service Specific Terms. For any Customers who are not bound by a Google TOS that incorporates the Service Specific Terms, Partner will require Customers to acknowledge and agree in writing that the Service Specific Terms are incorporated by reference into the Customer Agreement, and that Google is a third party beneficiary of the Service Specific Terms.
3. Usage and Invoicing.
- 3.1 Invoice Issuance. Google will send Partner a monthly invoice for Fees accrued by each Customer during the previous month unless otherwise stated and agreed to by Google. Google's measurement of Customer’s use of the Services is final.
- 3.2 Measurement of Usage. Partner will accrue and pay for all Fees per Customer based on: (a) the number of Customer’s Active Users per month; (b) the amount of storage used (measured across Customer’s entire domain by gigabyte) per month; and (c) any committed purchases or minimum commitments, if applicable. An “Active User” means an End User that (a) logs in to use Google Drive at least once during the month or (b) has had data synchronized to/from Google Drive at least once during the month. Google may block any behavior that attempts to circumvent the tracking and billing of Active Users or storage.
4. Miscellaneous. This Amendment may be executed in one or more counterparts including facsimile, PDF or other electronic copies, which when taken together upon proper delivery will constitute a single instrument. Except as provided in this Amendment, all other terms of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment will govern.