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 effective as of the Effective Date and shall serve to amend the Agreement. The "Effective Date” is the date which follows Reseller’s acceptance of this Amendment (or, if applicable, the date that the last party countersigns this Amendment) and which occurs on the earlier of the following: (i) Reseller's placement of its next Customer order under the Agreement or (ii) the next invoice issued by Google to Reseller under the Agreement. Notwithstanding the foregoing, this Amendment may not be entered into during a Blackout Period. A “Blackout Period” means the period at the end of each month during which Google’s systems are incapable of processing Customer’s request to enter into this Amendment. 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. Post-Pay Billing. Reseller shall elect one of the plans set forth below when placing each Customer order for the Services after the Effective Date. For each Customer order, Google will invoice Reseller monthly in arrears for all fees irrespective of which plan Reseller selects.

  • 1.1 Flexible Plan. If Reseller selects the flexible plan option (“Flexible Plan”), Reseller is not committing to purchase the Services for a pre-defined term for its Customer order. Instead, Google will invoice Reseller fees based upon the number of End User Accounts established by Customer, as measured daily, during the prior billing period. Google will provide Reseller with the monthly rate charged for the Services when Reseller orders the Services, and will use this rate to calculate the fees. Any partial day of Services in the prior billing period will be rounded up to a full day of Services for the purpose of calculating fees. Under the Flexible Plan, Customers may establish and delete unlimited End User Accounts on their own (or Reseller may do so on Customers’ behalf), and Google will invoice Reseller for such End User Accounts established as set forth above. But if Reseller has specified a maximum End User Account limit for a Customer domain via the Reseller Console, the Customer may only establish End User Accounts up to this limit (and Google will bill Reseller accordingly).

  • 1.2 Annual Plan. If Reseller selects the annual plan option (“Annual Plan”), Reseller is committing to purchase the Services from Google for the entered Customer order for a 12 month term beginning on the Service Commencement Date (not on the date End User Accounts are provisioned). Under the Annual Plan, Customers may not establish End User Accounts on their own until Reseller places applicable Customer orders with Google covering those End User Accounts. End User Accounts Reseller purchases after the Service Commencement Date for a given Customer will have a pro-rated term (at the same Annual Plan monthly rate) beginning on the date of the Executed Order and ending on the same date as the initial Annual Plan order for that Customer ends. By placing its subsequent order for a given Customer, Reseller is committing to purchase such additional End User Accounts ordered for the term set forth in the prior sentence.

• 2. Customer Order Renewal. Reseller shall elect one of the following renewal options for each Customer order for the Services in the Reseller Console.

  • 2.1 Flexible Plan. With a Flexible Plan, Reseller is not committing to purchase the Services for a pre-defined term. As a result, there is no renewal event for the Flexible Plan. Rather, Google will continue billing Reseller fees consistent with Section 1.1 above until there are no longer End User Accounts in the Customer’s account.

  • 2.2 Annual Plan. With an Annual Plan, Reseller may select among the following options.

    • 2.2.1 Auto-Renew at Prior Commitment. If Reseller elects for a Customer order to auto-renew at the prior commitment then at the end of each Services term for the applicable Customer order, the Services (and all End User Accounts Reseller previously purchased for such Customer) will automatically renew for a 12 month period at the same number of End User Accounts as Reseller had previously purchased from Google in aggregate for the given Customer order.

    • 2.2.2 Auto-Renew at Prior Usage. If Reseller elects for a Customer order to auto-renew at the prior usage then at the end of each Services term for the applicable Customer order, the Services (and all End User Accounts previously purchased for such Customer) will automatically renew for a 12 month period at the same number of End User Accounts as Reseller’s Customer had established as of the date of the renewal for the given Customer order.

    • 2.2.3 Do Not Auto-Renew/Switch to Flexible Plan. If Reseller elects for a Customer order to not auto-renew, such order will switch to the Flexible Plan as described in Section 13.1 above at the end of the then-current term. Google Reseller Agreement Amendment

    • 2.2.4 Do Not Auto-Renew/Terminate at End of Term. Reseller may elect for a Customer order to be terminated at the end of the then current order term.

    • 2.2.5 Terminate Immediately. Reseller may elect for a Customer order to be terminated immediately. If so, Reseller will be liable to pay for all remaining amounts due (applicable to the remainder of the then-current term) under the Customer order at the time of termination.

• 3. Cancellation.

  • 3.1 AnnualPlan. Reseller may cancel a Customer order on the Annual Plan at any time by selecting that choice in the Reseller Console but will be liable to pay for all remaining amounts due (applicable to the remainder of the then- current term) under the Customer order at the time of cancellation.

  • 3.2 Flexible Plan. Reseller may cancel a Customer order on the Flexible Plan at any time by ensuring that all End User Accounts for the Customer are deleted and by then contacting Google Support to request cancellation of the Customer’s Services.

• 4. Special Terms. Notwithstanding the foregoing, Google may offer Reseller (in the Reseller Console or in any other order form acceptable to Google under the Agreement) terms for a given Customer order which are different than the terms provided under the Agreement or set forth in this Amendment (for example, special pricing or special term length, etc.). If such terms are presented in the Reseller Console, or in another ordering document presented by Google to Reseller for acceptance, Reseller may accept them by agreeing to them and placing the applicable Customer order with Google in the Reseller Console or as otherwise accepted by Google for processing.

• 5. Orders Not Subject to Sections 1-4 Above.

  • 5.1 Not withstanding the foregoing, Sections 1-4 of this Amendment will not apply to the following Customer orders:(a) any legacy Customer order originally placed outside of the Reseller Console, including any additions to or renewals of that order (unless Google agrees that those may be placed subject to Sections 1-4 of this Amendment) and (b) any Customer order which the parties agree will not be subject to Sections 1-4 of this Amendment. In the future, Google may elect to migrate a Customer order set forth in the prior sentence to become subject to Sections 1-4 of this Amendment by informing Reseller in advance of such migration.

  • 5.2 For a Customer order placed outside the Reseller Console, in order to: (i) disable auto-renewal for that Customer order or (ii) alter the number of End User Accounts to be renewed for that Customer order, Reseller must communicate its election to do so to Google by Purchase Order (or order form acceptable to Google) at least three business days before the Customer order renews.

• 6. Customer Trials. Reseller may request a free 30 day trial of the Services (“Trial”) for any Customer order entered with Google under the Agreement (unless such Customer has already received a Trial) by selecting that option in the Reseller Console (or, if the order is subject to Section 5.1 above, by Purchase Order or order form acceptable to Google). If Google accepts Reseller’s request, then the Customer order placed with a Trial will automatically terminate at the end of the Trial unless Reseller selects to convert the Trial order into an order in the Reseller Console pursuant to Section 2.1 or 2.2 (above) (or if the Trial is placed outside the Reseller Console, by placing a non-Trial order for that Customer as described in Section 5.2 above at least three business days before the Trial ends). In response to a request from Reseller, Google may, in its sole discretion, extend the length of a Trial.

• 7. Reseller Feedback. Reseller consents to Google contacting Reseller (e.g. by email) regarding partner program updates and requesting information from Reseller about Reseller’s business and customers.

• 8. Remove Reseller API. Google will have no obligation to provide the Reseller API, and references to the Reseller API in the Agreement are hereby deleted.

• 9. Clarification of Assignment Language. If the Agreement was entered into by Google Inc. or Google Asia Pacific Pte. Ltd., the “Assignment” section of the Agreement is deleted and replaced with the following:

• 10. A1 Reseller Customer Size Limit Increased.If the Agreement limits resale of the Services to Customers with 250 or fewer staff members, that limit is replaced with a resale limit to no more than 749 staff members, unless Google otherwise notifies Reseller in writing of any increase to such total. “Neither party may assign or transfer any part of this Agreement without the written consent of the other party. The parties agree that, notwithstanding the foregoing, a party may assign both its rights and obligations under this Agreement to an affiliate by notice to the other party if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations under the Agreement incurred before the assignment. Any other attempt to transfer or assign is void.”

• 11. Executed Order Definition. The definition of “Executed Order” is deleted and replaced with the following:
  ““Executed Order” is the following: (i) for Annual Plan Customer orders, a request by Reseller, on behalf of a Reseller Customer, to add End User Accounts through the appropriate mechanisms via the Reseller Console and any applicable auto-renewal of such orders, (ii) for Flexible Plan Customer orders, End User Accounts established by Customer, or (iii) if Section 5 of this Amendment applies, a Reseller Purchase Order or order form acceptable to Google and any applicable auto-renewal of such orders.”

• 12. TSSGDefinition. The following definition is added to the Agreement:
  ““TSSG” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: https://workspace.google.com/terms/tssg.html or such other URL as Google may provide.”

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

• 14. 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.