Google Workspace

Google Cloud Partner Advantage Commercial Partner Agreement

  • This Google Cloud Partner Advantage Commercial Partner Agreement (“Agreement”) is between Google India Pvt Ltd, located at Unit No 3, RMZ Infinity - Tower E, Old Madras Road, 4th & 5th Floors, Bangalore KA 560016 India (“GIPL”), and the entity accepting this agreement (“Partner”).

  • GIPL is appointed by Google Asia Pacific Pte Ltd (“Google”), as a non-exclusive reseller of the Cloud Services (Product) in India. In its capacity as a reseller and under authority from Google to appoint and authorize Partner to act as an independent, non-exclusive, reseller and/or supplier of Google Products solely to Customers in the Territory, GIPL is entering into this Agreement.

  • If you are entering into this Agreement on behalf of Partner, you represent and warrant that: (a) you have full legal authority to bind Partner to this Agreement; (b) you have read and you understand this Agreement; and (c) you agree, on behalf of Partner, to this Agreement.

  • 1. Program Overview

  • 1.1 Program Participation.  This Agreement governs Partner’s participation in the Program. Partner’s right to resell Product(s) will only apply to the extent that:

    • (a) Partner and Google have executed the applicable Product Schedule(s);

    • (b) Partner has been accepted by GIPL in writing (including via email) into a particular Engagement Model; and 

    • (c) Partner has satisfied the requirements in the Program Guide for the resale of the Product(s).

  • 1.2 Program Guide. 

    • (a) The Program Guide is incorporated by reference into this Agreement. Except to the extent otherwise approved in writing by GIPL, Partner must at all times meet or exceed the minimum requirements (as stated in the Program Guide). 

    • (b) GIPL or its Affiliates may update the Program Guide at any time, but will give Partner written notice of any material change at least 30 days before the change takes effect. Unless Partner objects to any such material change in accordance with Section 1.2(c) below, Partner will be deemed to have accepted such change. 

    • (c) Partner may object to any material change to the Program Guide by giving GIPL written notice of termination of this Agreement within the notice period referred to in Section 1.2(b).  Any notice of termination given by Partner under this Section will take effect upon the effective date of the material change to the Program Guide.  

  • 1.3 Program Evaluation.  As further specified in the Program Guide, GIPL will evaluate Partner’s compliance with the Program requirements. Partner agrees to cooperate with GIPL and provide information as reasonably required by GIPL for purposes of this evaluation.

  • 1.4 Product Schedules.  Any Product Schedule, once executed by Google and Partner, will be automatically incorporated by reference into this Agreement. Product Schedules contain additional requirements applicable to Partner’s resale of certain Products. The execution of any Product Schedule alone does not entitle Partner to resell the described Product, unless Partner has also met all other requirements described in Section 1.1 (Program Participation) of this Agreement.

  • 2. Partner Appointment and Requirements

  • 2.1 Appointment. GIPL appoints and authorizes Partner to act as an independent, non-exclusive reseller and/or supplier of the Products to Customers in the Territory, subject to the terms of this Agreement and to Partner continuing to satisfy the requirements for the applicable Engagement Model and Level as specified in the Program Guide.

  • 2.2 Reselling the Product(s).  

    • (a) Partner may resell the Product(s) in conjunction with its own (or other) products related to the Product(s); and

    • (b) Partner may resell the Product(s) to Customers and Authorized Resellers:

      • (i) for use by Customers and their End Users in compliance with the Google TOS;

      • (ii) for onward resale of such Product(s) by Authorized Resellers, if Partner first confirms that such Authorized Resellers are listed in the partner directory available on the Program Resource Site; and

      • (iii) for use by Authorized Resellers for their own internal business purposes, in which case the Authorized Reseller will also be deemed a Customer for purposes of this Agreement and any such use of the Product(s) is subject to the applicable Google TOS; and

    • (c) Partner and its Affiliates may use the Product(s) from GIPL for their own internal business purposes, subject to the following:  

      • (i) Partner’s and its Affiliates’ use of the Product(s) must comply with the applicable Google TOS and Product Schedule(s); and

      • (ii) Partner must at all times also maintain at least one active Customer Agreement.

  • 2.3 Marketing and Promotion.  Partner will use commercially reasonable efforts to market and promote the Products to potential Customers in the Territory in accordance with any applicable training offered by GIPL and/or Google (as specified in a Product Schedule or the Program Guide). Partner is responsible for creating any required advertising materials at its own cost in accordance with this Agreement and the Trademark Guidelines.

  • 2.4 Partner Technical Support.  Partner will use commercially reasonable efforts to resolve, without escalation to GIPL, the following support issues: (a) Customer support issues regarding the Products (including those related to provisioning, management, or billing for Customer accounts); and (b) technical support issues related to Reseller Tools. If Partner cannot resolve such support issues, a support request may be escalated to GIPL or Google in accordance with the applicable TSSG for the Product or the applicable terms governing support of such Reseller Tools (if any).  Section 5.3 (Technical Support) will govern the provision by GIPL of any such technical support.

  • 2.5 Transition Assistance.  Partner will provide commercially reasonable assistance to migrate a Customer, at the Customer’s or GIPL’s request, if one of the following occurs and the Customer wishes to purchase the relevant Product directly from GIPL or an Authorized Reseller of that Product: 

    • (a) Partner is no longer authorized to resell that Product under this Agreement, including due to termination of this Agreement; 

    • (b) the Customer Agreement between Partner and the Customer terminates or expires for any reason and is not renewed; or 

    • (c) Partner fails to fulfill a Customer order for the purchase of the Product within 15 days of GIPL providing notice in accordance with Section 7.2 (Order Fulfillment) and GIPL then elects to fulfill such order. 

  • In each case, GIPL may transfer the relevant Customer’s account to GIPL or another Authorized Reseller (as requested by Customer).

  • 2.6 Partner Privacy Compliance. Partner acknowledges that, in connection with the Processing of any Personal Data or personally-identifiable information undertaken in relation to this Agreement: (i) Non-European Data Protection Laws may apply; and/or (ii) European Data Protection Laws may apply if, for example, the Processing is carried out in the context of the activities of an establishment of Partner (or Customer) in the EEA (or the UK) or the Personal Data relates to data subjects who are in the EEA (or the UK) and the Processing relates to the offering to them of goods or services in the EEA (or the UK) or the monitoring of their behaviour in the EEA (or the UK). 

    • (a) Non-European Data Protection Laws.  If Non-European Data Protection Laws apply to Partner in relation to this Agreement, Partner acknowledges that it will be subject to and responsible for complying with all obligations imposed on it under such laws.

    • (b) European Data Protection Laws.  If European Data Protection Laws apply to Partner’s Processing of Personal Data in relation to this Agreement as a Controller, Partner acknowledges that it will be subject to and responsible for complying with all obligations imposed on a Controller by those laws with respect to such Processing.  If European Data Protection Laws apply to Partner’s Processing of Personal Data in relation to this Agreement as a Processor on behalf of any Customer, Partner acknowledges that it will be subject to and responsible for complying with all obligations imposed on a Processor by those laws with respect to such Processing.

    • (c) Default Requirements for Processing on Behalf of Customers. Without prejudice to any obligations of Partner under Section 2.6(a) (Non-European Data Protection Laws) or Section 2.6(b) (European Data Protection Laws): 

      • (i) if Non-European Data Protection Laws apply to Partner, (1) Partner will ensure that the applicable Customer Agreement contains any terms required by those laws for the protection of Personal Data or personally-identifiable information and (2) unless otherwise agreed in an applicable Customer Agreement that contains such required terms, Partner will comply with Part A of Exhibit 1 (Data Processing Terms for Processing on Behalf of Customers); and

      • (ii) if European Data Protection Laws apply to Partner’s Processing of Personal Data as a Processor, Partner will ensure that the applicable Customer Agreement complies with Part B of Exhibit 1 (Data Processing Terms for Processing on Behalf of Customers) or otherwise contains data processing terms that meet the requirements of Article 28(3) of the GDPR.   

  • 2.7 GIPL’s Communications with Customers.  Partner agrees to provide GIPL with contact details for each Customer, and GIPL agrees to use such details provided by Partner only as follows:  

    • (a) if required, to execute any non-standard Customer orders;

    • (b) for purposes related to provisioning the Product(s) to Customers’ accounts, including in relation to any Product updates;

    • (c) if required, to notify Customers of available options to maintain continuity in provisioning of the Product(s), as described in Section 12.6 (Customer Communications on Termination or Partner Insolvency); and

    • (d) to conduct customer service and satisfaction surveys for non-marketing purposes.

  • Nothing in this Section 2.7 will make either party the Processor of the other party’s data.

  • 2.8 Records and Audit.  Partner will keep and maintain complete and accurate books, records, and accounts relating to this Agreement. During the Term, and for one year afterwards, if Partner receives reasonable prior notice from GIPL, Partner will give GIPL and/or GIPL’s appointed auditor(s) access during normal business hours to Partner’s books, records, and accounts to the extent reasonably necessary to verify, at GIPL’s cost, Partner’s compliance with this Agreement.

  • 2.9 Due Diligence Process.  Partner will make commercially reasonable, good faith efforts to comply with GIPL’s anti-bribery due diligence process, including providing information requested by GIPL.

  • 2.10 Licenses and Approvals.  Partner will obtain and maintain all licenses, permits, approvals, and other permissions required to: (a) enter into this Agreement; and (b) perform its obligations under this Agreement.  Partner will ensure that this Agreement does not breach any agreement to which Partner or any of its Affiliates is a party, or violate any third party’s rights under those agreements, including any rights related to exclusivity.

  • 2.11 Reseller Tools.  GIPL may make Reseller Tools available to Partner. Partner is responsible for complying with, and ensuring that its employees, agents, and representatives comply with, any applicable policies and terms governing access to such Reseller Tools. For Products that require certain administrative functions to be performed or Order Forms to be submitted via the Reseller Console, Partner must have a Google Workspace account to perform such functions or submit such forms.

  • 2.12 GIPL’s Communications with Partner.  Partner authorizes GIPL to contact Partner (e.g. by email) for any of the following purposes: (a) regarding the Program, including updates relating to the Products, Program Guide, or this Agreement; (b) with relevant Google Cloud promotional materials; (c) to reasonably request information from Partner about Partner’s business as it relates to the Program; and/or (d) as otherwise permitted under this Agreement.

  • 3. Scope and Restrictions

  • 3.1 Territory.  Partner will not solicit business from, or actively sell or provide any Product(s) to, any entity: (a) that does not have a principal place of business within the applicable Territory for the relevant Product(s) or (b) in violation of applicable Export Laws. 

  • 3.2 Affiliates.  Partner may not sublicense or otherwise transfer any rights to its Affiliates under this Agreement or allow them to participate in the Program, except to the extent that the requirements for Affiliate participation are met as expressly described in the Program Guide. Partner is fully liable for all of its Affiliates’ acts and omissions in connection with this Agreement.

  • 3.3 Partner Branding.  In connection with this Agreement, Partner may refer to itself using the branding and badging it qualifies for, as stated in the Program Guide.  Partner will not make representations inconsistent with Section 17.7 (Relationship of Parties) of this Agreement.

  • 3.4 Deceptive Practices.  Partner will not engage in, and will not solicit, accept, or maintain any Customer who engages in, illegal or deceptive trade practices or any other behavior prohibited by the applicable Product Schedule and/or Google TOS.  If GIPL becomes aware that Partner is soliciting, accepting, or maintaining any Customer that engages in any behavior or practice prohibited by this section, GIPL may terminate any orders for and any provision of Products to such Customer immediately upon written notice, in addition to terminating this Agreement for breach.

  • 3.5 False or Misleading Statements.  Partner will not make any:

    • (a) unauthorized, false, misleading, or illegal statements in connection with this Agreement or any Customer Agreement, or concerning the Program, the Products, or GIPL or its Affiliates; or

    • (b) representations or warranties concerning the Products on behalf of GIPL.

  • GIPL will not be responsible for any representations or warranties made by Partner concerning the Products.

  • 3.6 High Risk Activities. Partner will not, and will not allow third parties under its control to, resell, supply, or use the Products for High Risk Activities. 

  • 3.7 Subcontracting.  Subject to Section 2.6 (Partner Privacy Compliance), Partner may use subcontractors in connection with its resale activities, under the following conditions:

    • (a) subcontractors may not resell or supply the Products on Partner’s behalf;

    • (b) Partner will ensure that its subcontractors do not: 

      • (i) act or represent themselves as GIPL-authorized or Partner-authorized resellers;

      • (ii) use any of the branding or badging Partner is entitled to use under Section 3.3 (Partner Branding); 

      • (iii) resell the Products to Customers (without limiting any subcontractor's right to perform operational support services, including lead generation, sales support, or customer support); or 

      • (iv) execute any contracts with Customers (whether in the subcontractor’s own name or on behalf of Partner) for the resale and/or supply of Products; and

    • (c) Partner will remain fully liable for all subcontracted obligations and accepts full liability as between GIPL and Partner for the acts and/or omissions of its subcontractors;

    • (d) Partner must enter into a written agreement with each subcontractor that contains terms that are at least as protective of GIPL as the terms of this Agreement;

    • (e) Partner’s subcontractors are not entitled to receive any Program benefits (including branding and badging rights as described in the Program Guide); and

    • (f) GIPL reserves the right to require, by notice in writing, that Partner cease to subcontract its rights and obligations to any subcontractor.  

  • 3.8 Product Restrictions.  Except as expressly permitted in Section 2.2 (Reselling the Product(s)) of this Agreement, Partner will not: (a) resell or supply the Products to any third party who will sell, resell, sublicense, transfer, distribute, or allow another third party to use the  Products; (b) use the Products or any GIPL documentation provided for any purpose other than to resell the Products as permitted under this Agreement; (c) permit direct or indirect access to, or use of, any Products in a manner intended to improperly avoid incurring fees; or (d) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer any Product or any part thereof, including the source code and any other underlying ideas or algorithms of the software forming part of the Product (except to the extent that that such act cannot be limited by law or is expressly permitted under the applicable Product Schedule).

  • 4. Customer Agreements

  • 4.1 Requirements for Customer Agreements.  Partner must ensure that any resale of the Products to a Customer is governed by an enforceable Customer Agreement.  Partner may not place any order with GIPL for the purchase of Products for any Customer before Partner has entered into a Customer Agreement with that Customer for such purchase.  GIPL may require Partner to include, or notify Customer of, the Google TOS in its Customer Agreement (as further specified in the applicable Product Schedule). Partner must: (a) keep copies of all Customer Agreements; (b) track and keep records of all online acceptances of Customer Agreements; and (c) provide such copies and/or online acceptance details to GIPL upon request.  Partner must enforce each Customer Agreement with at least the same degree of diligence used by Partner to enforce similar agreements for its own products, but in no event less than a commercially reasonable degree of diligence.

  • 4.2 Liability for Customer Agreements.  Without affecting any commitments made by GIPL to Partner under this Agreement or by GIPL to a Customer in any contract directly between GIPL and Customer, GIPL is not responsible for and will have no liability to Partner or Customer in relation to (a) any Customer Agreement and/or (b) Partner’s resale of Products to Customers or other Authorized Resellers of such Products. If Partner offers any commitments to any Customer or other Authorized Reseller, beyond the commitments that GIPL has made to Partner under this Agreement, GIPL will not be liable for such commitments.

  • 5. GIPL Responsibilities

  • 5.1 Provision of Products.  In accordance with this Agreement and applicable SLAs, GIPL through Google will provide Products to Partner for provisioning to Customers as specified in Order Forms submitted by Partner and accepted by GIPL. GIPL is not responsible for ongoing account-related activities as between Partner and Customers including billing, activation services, and collection of fees from Customers.

  • 5.2 Product Availability and Changes.  Except as specified in an applicable Product Schedule, GIPL or Google may, without notice and without creating any liability to Partner: (a) discontinue the sale or availability of any Product(s) or discontinue support for new Customers of any Product(s); or (b) change any Product(s).  

  • 5.3 Technical Support.

    • (a) Customer Support.  GIPL through Google may provide technical support directly to Customers in accordance with the applicable Product TSSG or any agreement between a Customer and GIPL. GIPL will only provide support under the TSSG in a Product’s authorized Territory.

    • (b) Technical Support to Partner.  GIPL through Google will provide technical support to Partner during the Term in accordance with the applicable Product TSSG (which support may extend to Customer support issues regarding the Products), if: 

      • (i) Partner has used commercially reasonable efforts to resolve any technical support issue before escalating it to GIPL; 

      • (ii) Partner has provided GIPL with all information (including Customer information) reasonably required by GIPL to provide such support to Partner; and 

      • (iii) under no circumstances will GIPL or Google have any technical support obligations relating to: (x) Partner’s or Customer’s own services or products; (y) third party products or services provided by Partner to a Customer in conjunction with the Product(s); or (z) customizations to Google Products or Reseller Tools.

  • 5.4 Training.  GIPL through Google will provide Partner with access to training resources only where specified in the Program Guide.

  • 5.5 GIPL Privacy Compliance.  GIPL acknowledges that, in connection with the Processing of any Personal Data undertaken in relation to this Agreement or a Customer: (i) Non-European Data Protection Laws may apply, and/or (ii) the European Data Protection Laws may apply (if, for example, the Processing is carried out in the context of the activities of an establishment of GIPL (or the Customer) in the EEA (or the UK) or the Personal Data relates to data subjects who are in the EEA (or the UK) and the Processing relates to the offering to them of goods or services in the EEA (or the UK) or the monitoring of their behaviour in the EEA (or the UK)).  

    • (a) Non-European Data Protection Laws.  If Non-European Data Protection Laws apply to GIPL in relation to this Agreement, GIPL acknowledges that it will be subject to and responsible for complying with all obligations imposed on it under those laws.

    • (b) European Data Protection Laws.  If European Data Protection Laws apply to GIPL’s Processing of Personal Data in relation to this Agreement as a Controller, GIPL acknowledges that it will be subject to and responsible for complying with all obligations imposed on a Controller by those laws with respect to such Processing. If European Data Protection Laws apply to GIPL’s Processing of Personal Data in relation to this Agreement as a Processor, GIPL acknowledges that it will be subject to and responsible for complying with all obligations imposed on a Processor by those laws with respect to such Processing.

  • 6. Purchase and Pricing

  • 6.1 Direct or Indirect Purchases of Product.  This Agreement applies to Partner irrespective of whether Partner purchases Products for resale directly from GIPL or from another Authorized Reseller. However, if Partner purchases the Product from another Authorized Reseller, then Section 6.2 (Price List), Section 6.3 (Reconciliation), Section 7 (Order Forms; Order Fulfillment and Special Terms), and Section 8 (Invoicing and Payment) of this Agreement will not apply to such purchase and any pricing or order commitments for the Product will be solely as agreed between Partner and such Authorized Reseller.

  • 6.2 Price List.

    • (a) Price List.  The price payable to GIPL by Partner for any Products is the price stated on the applicable Price List, less the applicable discount stated in the Program Guide (or Product Schedule, where applicable). Price Lists for Products may vary depending on Customer’s geographic location and Partner agrees to be charged based on the Price List applicable for each Customer’s geographic location. Partner is solely responsible for determining its retail prices. Partner acknowledges and agrees that any suggested retail prices included in any Price List or otherwise published by GIPL from time to time are recommendations only. 

    • (b) Price List Updates.  GIPL may change the prices on the Price List periodically by informing Partner. The date on which GIPL informs Partner of a change is a “Price Change Notice Date”. Unless GIPL specifies a longer period, any price change will become effective: 

      • (i) 30 days after the Price Change Notice Date; or 

      • (ii) for certain term commitment orders with fixed price commitments, on renewal of the order. 

  • Any additional purchases of Products made after a price change takes effect will be subject to the new pricing.

  • 6.3 Reconciliation.  GIPL may monitor Customers’ use of the Product(s) and audit Partner's books, records, and accounts in accordance with Section 2.8 (Records and Audit) of this Agreement to verify that the appropriate Price List was used to calculate fees charged by GIPL to Partner for the Product(s) for a particular Customer. If GIPL discovers that an incorrect Price List was used to calculate such fees, and that the fees charged by GIPL to Partner for the Product(s) were reduced as a result: (a) GIPL will inform Partner within thirty (30) days of such discovery; and (b) Partner will be required to pay to GIPL an amount equal to the reduction in fees. 

  • 7. Order Forms; Order Fulfillment and Special Terms

  • 7.1 Order Forms.  To purchase any Products from GIPL, Partner must submit an Order Form using the ordering tools provided by GIPL and ensure that the Order Form contains complete and accurate information as required by the ordering tools. An Order Form (including applicable order terms presented in such order) will be valid and binding under this Agreement once submitted by Partner and accepted by GIPL. Any purchase order terms submitted by Partner are deemed null and void and do not apply to this Agreement. If Partner needs to include a specific purchase order number on an order, it must provide the number when it submits the Order Form to GIPL. GIPL reserves the right to reject any order.

  • 7.2 Order Fulfillment.  If Partner fails to fulfill a Customer order for the purchase of Products and the Customer provides GIPL with proof of Customer’s payment to Partner, GIPL will notify Partner and, if such order is not fulfilled by Partner within 15 days of the date of GIPL’s notification, GIPL may elect to fulfill such order, including by transferring the Customer to a direct payment relationship with GIPL or to another Authorized Reseller, subject to Customer’s consent. If GIPL elects to do this, it will notify Partner and Partner will promptly remit to GIPL the Customer’s payment for such Products.

  • 7.3 Special Terms.  GIPL may offer to modify certain terms of this Agreement for a given Order Form. If GIPL and Partner agree on any such terms (“Special Terms”) in an Order Form, the Special Terms will prevail over any other conflicting terms in this Agreement.

  • 8. Invoicing and Payment

  • 8.1 Fees and Payment Terms.  Partner is responsible for paying all fees owed under Order Forms and all fees owed for Product usage by Partner and/or Partner’s Customers. Subject to Section 8.6 (Disputes), all fees invoiced by GIPL to Partner under this Agreement are due net 60 days from the invoice date (“Payment Due Date”) and are non-refundable. Partner’s obligation to pay fees is not conditioned on Partner collecting payment from its Customers. Payments must be made in accordance with the instructions in the invoice.

  • 8.2 Invoicing; Automatic Charges.  Partner will be invoiced at a frequency determined by the Payment Plan selected in the Order Form, unless Partner is paying by debit or credit card, in which case Partner:  (a) will be charged automatically on the purchase date and afterwards at a frequency determined by the applicable Payment Plan selected in the Order Form; and (b) authorizes any automatic charges and/or debits by GIPL for credit or debit card purchases.  Where invoices apply, GIPL will issue invoices to Partner:  (i) via the Reseller Console, for orders placed via the Reseller Console; or (ii) by email sent to the billing address provided by Partner, for orders placed outside the Reseller Console.  Partner is responsible for logging into the Reseller Console and/or monitoring the relevant email address to check for current invoices.

  • 8.3 Payment Plans. Depending on the Product, GIPL may offer several Payment Plan options (as further described in the Order Form). In the Order Form, Partner will select the applicable Payment Plan, including renewal option (which may include annual auto-renewal unless selected otherwise). The following applies to any Payment Plans offered for a Product:

    • (a) a payment commitment for a described order term may not be decreased during such term; and

    • (b) all Order Form payment obligations are non-cancellable.

  • 8.4 Overdue Payments. If Partner’s payment is overdue, then GIPL may charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until the payment is paid in full. Partner is responsible for all commercially reasonable expenses (including legal fees) incurred by GIPL in collecting unpaid or overdue amounts, except where these unpaid or overdue amounts are due to billing inaccuracies attributable to GIPL.

  • 8.5 Credit Hold; Suspension; Termination. Without prejudice to any other rights or remedies, if any invoice that is not disputed in accordance with Section 8.6 (Disputes) remains unpaid for more than 14 days after the Payment Due Date or if GIPL determines (in its reasonable commercial judgment) that the Partner’s creditworthiness is in question, GIPL may (by providing at least 7 days’ notice) place Partner on credit hold and suspend Partner’s access to the partner ordering tools and/or applicable technical support services. If GIPL, in its discretion, determines that Partner is an unacceptable credit risk, GIPL may terminate this Agreement with immediate effect upon written notice.

  • 8.6 Disputes.  Partner may dispute invoiced amounts if Partner believes in good faith that fees were inaccurately invoiced (an “Invoice Dispute”). Invoice Disputes must be submitted to collections@google.com and identify all disputed amounts and the reasons for dispute. GIPL will review in good faith all Invoice Disputes and will provide Partner an explanation of fees due following such review (an “Invoice Dispute Report”). If an Invoice Dispute is submitted before the Payment Due Date, then, notwithstanding Section 8.1 (Fees and Payment Terms): (a) Partner is only liable to pay the amounts not subject to the Invoice Dispute; and (b) unpaid fees stated in an Invoice Dispute Report to be accurately invoiced are due upon delivery of such report. If an Invoice Dispute is submitted after the Payment Due Date and the Invoice Dispute Report states that the applicable fees were incorrectly invoiced, then GIPL will issue a credit equal to the agreed amount.

  • 8.7 Taxes and Tax Information.

    • (a) In consideration of services, Partner agrees to pay to GIPL the fees stated above, plus applicable taxes.  If GIPL is obligated to collect or pay Taxes, the Taxes will be invoiced to Partner, unless Partner provides GIPL with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.

    • (b) If required under applicable law, Partner will provide GIPL with applicable tax identification information (such as Goods and Services Tax Identification Number (“GSTIN”), location where the services would be received by the Partner, tax status, etc.) that GIPL may require to ensure its compliance with applicable tax regulations in India. Partner confirms that all such details are correct. The address and GSTIN provided must be for the location where the services would be received by Partner. Partner will be liable to pay (or reimburse GIPL for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Partner.

    • (c) If Partner is required by law to withhold any Taxes from its payments to GIPL, Partner must provide GIPL in a timely manner with a withholding tax certificate or other appropriate documentation to support such withholding under the applicable tax laws in India.  

  • 9. Intellectual Property Rights; Brand Features

  • 9.1 Intellectual Property Rights. Except as expressly stated otherwise in this Agreement, neither party will acquire any right, title, or interest in or to any of the Intellectual Property Rights belonging to the other party or to the other party’s licensors. All ownership rights, title, and Intellectual Property Rights in and to the content accessed through any Products or Reseller Tools are the property of the applicable content owner.  

  • 9.2 Brand Features Licenses.  

    • (a) By GIPL. GIPL grants to Partner a non-exclusive, royalty-free, non-sublicensable license during the Term to display GIPL’s Brand Features solely for the purpose of Partner’s marketing and resale of the Products, subject to the terms of this Agreement including the Program Guide and the Trademark Guidelines.

    • (b) By Partner. Partner grants to GIPL a non-exclusive, royalty-free, non-sublicensable license to include Partner’s Brand Features during the Term in presentations, materials related to the Program (including a list of Program participants), and marketing and promotional materials.  

  • 9.3 Brand Features Limitations. 

    • (a) Restricted Use. Each party may use the other party’s Brand Features in connection with this Agreement as expressly permitted in this Agreement. A party may revoke the other party’s right to use its Brand Features under this Agreement with written notice to the other party, allowing a reasonable period to stop the use.  

    • (b) Goodwill. All goodwill arising from the use by Partner of GIPL/Google’s Brand Features will belong to GIPL/Google. All goodwill arising from the use by GIPL/Google of Partner’s Brand Features will belong to Partner.

  • 10. Publicity

  • Partner may not make any public statement regarding this Agreement without GIPL’s written approval.  However, Partner does not need to seek approval from GIPL if Partner is repeating a public statement that is substantially similar to a public statement previously approved by GIPL in accordance with this Agreement.  GIPL’s approval may be via email and will not be unreasonably withheld or delayed. GIPL may use Partner's name or Brand Features as described in Section 9.2 (Brand Features Licenses) and may orally state that Partner is a participant in the Program.

  • 11. Confidential Information

  • 11.1 Protection of Confidential Information.  The Recipient will, and will ensure that its Representatives will, only use the Disclosing Party’s Confidential Information to exercise the Recipient’s rights and fulfill its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Recipient may disclose the Disclosing Party’s Confidential Information: (a) to the Recipient’s Representatives who have a need to know it and who are bound by confidentiality obligations at least as protective as those in these Sections 11.1, 11.2, and 11.3; (b) with the Disclosing Party’s written consent; or (c) as strictly necessary to comply with Legal Process (if the Recipient promptly notifies the Disclosing Party before such disclosure, unless legally prohibited from doing so). The Recipient will also comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information. This Section is subject to Section 11.2 (Redirect Disclosure Request) below.

  • 11.2 Redirect Disclosure Request. If the Recipient receives Legal Process for the Disclosing Party’s Confidential Information, the Recipient will first attempt to redirect the third party to request that information from the Disclosing Party directly. To facilitate this request, the Recipient may provide the Disclosing Party’s basic contact information to the third party.

  • 11.3 Survival of Confidentiality Obligations.  Subject to Sections 11.1 (Protection of Confidential Information) and 11.2 (Redirect Disclosure Request) above, the Recipient must not disclose any of the Disclosing Party’s Confidential Information during the Term and for five years following the termination or expiration of this Agreement, except that, for Disclosing Party’s Confidential Information relating to any product roadmap(s), source code, technical infrastructure security, trade secrets, or compliance documentation, such obligations will survive the termination or expiration of this Agreement perpetually.  

  • 11.4 Solicitation of Customers.  GIPL will not use Partner’s Confidential Information to solicit a direct or indirect sales relationship with Partner’s Customers regarding the Product(s).  However, nothing in this Agreement will prevent GIPL from contacting or soliciting those Customers or End Users: (a) with whom GIPL already has a direct relationship; (b) who initiate contact with GIPL; (c) without use of Partner’s Confidential Information; or (d) as otherwise expressly permitted under this Agreement.

  • 12. Agreement Term; Termination

  • 12.1 Term.  This Agreement will remain in effect for the Term.

  • 12.2 Termination for Convenience.  At any time either party may terminate this Agreement for convenience on 90 days’ prior written notice to the other party.

  • 12.3 Termination for Cause.  

    • (a) Termination of the Agreement for Cause. In addition to any specific termination or suspension rights described in Section 3.4 (Deceptive Practices) and Section 8 (Invoicing and Payment), either party may suspend performance of or terminate this Agreement immediately on written notice if: (i) the other party is in material breach of this Agreement and, where that breach is curable, fails to cure the breach within thirty days after receipt of written notice of the breach; (ii) the other party is in material breach of this Agreement and that breach is incapable of cure; (iii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (iv) the other party has committed more than two material breaches of this Agreement (notwithstanding any cure of such breaches).  Additionally, GIPL may terminate this Agreement immediately upon written notice to Partner if (y) any principal, officer, manager, or employee of Partner is convicted of any crime that, in GIPL's opinion, may adversely affect GIPL's business or interests or (z) GIPL receives notice of Customer dissatisfaction with Partner’s service or ongoing Customer complaints.

    • (b) Partner Support During Cure Period. GIPL or its Affiliates may elect not to provide Partner support under the TSSG during Partner’s cure period unless and until Partner has cured the event or circumstances that gave rise to that cure period.  

  • 12.4 Termination Due to Applicable Law; Violation of Laws.  GIPL may terminate this Agreement immediately on written notice if: (a) GIPL reasonably determines that applicable law(s) make it impracticable or unlawful to continue providing the applicable Product(s); or (b) GIPL believes, in good faith, that Partner has violated or caused GIPL to violate any Anti-Bribery Laws or Export Laws, or that such a violation is reasonably likely to occur.

  • 12.5 Effect of Termination.  On any expiration or termination of this Agreement and subject to any applicable “wind down” provisions that may apply under a Product Schedule: (a) all rights and licenses granted by either party to the other under this Agreement will immediately cease; (b) Partner’s enrollment in the Program will immediately be terminated; (c) each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party; (d) all payments owed by one party to the other party (including all amounts owed for the original committed Order Form term, even if the termination date is earlier than the committed order end date) become immediately due and payable; and (e) Partner will inform Customers that its relationship with GIPL has ended and provide any applicable assistance as described in Section 2.5 (Transition Assistance). Termination of this Agreement, in part or in whole, will not limit either party from pursuing other remedies available to it.

  • 12.6 Customer Communications on Termination or Partner Insolvency.  Without limiting any other rights, GIPL may contact Partner’s Customers to ensure that Customers are notified of Product provisioning continuity options if: 

    • (a) either party gives the other notice of termination of this Agreement, or any Product Schedule; or 

    • (b) any of the conditions described in Section 12.3(a)(iii) applies to Partner.

  • 13. Representations and Warranties

  • 13.1 Mutual Representations and Warranties.  Each party represents and warrants that it has the legal authority to enter into this Agreement.

  • 13.2 Partner Representations and Warranties.  Partner represents and warrants that it:

    • (a) will use no less than reasonable care, diligence, expertise, and skill in performing its obligations under this Agreement; and

    • (b) will comply with all applicable laws, rules, and regulations, including public procurement laws, Export Laws, Anti-Bribery Laws, Non-European Data Protection Laws, and European Data Protection Laws; and 

    • (c) will not make any facilitation payments (i.e. payments to induce officials to perform routine functions they are otherwise obligated to perform) or place GIPL in violation of any applicable laws, rules, or regulations (whether through any act(s) or omission(s) of Partner, or otherwise).

  • 14. Disclaimer

  • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GIPL, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO CONDITIONS, WARRANTIES, OR OTHER COMMITMENTS (WHETHER EXPRESS OR IMPLIED, INCLUDING AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMANCE WITH A DESCRIPTION) REGARDING THE PRODUCTS EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.  

  • 15. Indemnity

  • 15.1 GIPL Indemnification Obligations.  Subject to Sections 15.3 (Exclusions) and 15.4 (Conditions), GIPL will defend Partner and its Affiliates participating under this Agreement (“Partner Indemnified Parties”) and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from infringement of any third party's Intellectual Property Rights by Partner Indemnified Parties' use, in accordance with this Agreement, of GIPL's technology used to provide the Products or of GIPL's Brand Features.

  • 15.2 Partner Indemnification Obligations.  Subject to Sections 15.3  (Exclusions) and 15.4 (Conditions) of this Agreement, Partner will defend GIPL and its Affiliates (“GIPL Indemnified Parties”) and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from:

    • (a) infringement of any third party's Intellectual Property Rights caused by (i) Partner's technology, content, or services sold for use with the Products or (ii) GIPL Indemnified Parties’ use of Partner Brand Features in accordance with this Agreement;

    • (b) any deficiency (including penalties and interest) relating to Taxes that are the responsibility of Partner;

    • (c) Partner’s breach of any of its obligations under Section 2 (Partner Appointment and Requirements), Section 3 (Scope and Restrictions), or Section 13.2 (Partner Representations and Warranties);

    • (d) data maintained or submitted by Partner via any Product(s); or

    • (e) any of the products or services offered by Partner in relation to a Product.

  • 15.3 Exclusions.  Obligations under Section 15.1 (GIPL Indemnification Obligations) and Section 15.2 (Partner Indemnification Obligations) will not apply to the extent that the underlying allegation arises from a breach of this Agreement by the non-indemnifying party or from modifications to or combinations of the indemnifying party’s Brand Features or technology (including Products) that were not provided by the indemnifying party.

  • 15.4 Conditions.  Section 15.1 (GIPL Indemnification Obligations) and Section 15.2 (Partner Indemnification Obligations) are conditioned on the party requesting indemnification under this Section 15: (a) promptly notifying the indemnifying party in writing of any allegations; (b) reasonably cooperating with the indemnifying party to resolve the allegation(s); and (c) tendering sole control of the indemnified portion of the legal proceeding to the indemnifying party. The indemnified party may appoint its own non-controlling counsel, at its own expense.  

  • 15.5 Partner-Specific Remedies for Product Infringement.  If GIPL reasonably believes any Product infringes a third party’s Intellectual Property Rights, then GIPL may, at its sole option and expense: (a) procure the right for Partner Indemnified Parties to continue selling, supplying, and using such Product as permitted by this Agreement; (b) modify such Product to make it non-infringing without materially reducing functionality; or (c) replace such Product with a non-infringing, functionally equivalent alternative. If GIPL notifies Partner that GIPL does not believe the foregoing remedies are commercially reasonable under the circumstances, or if such remedies are not provided within 30 days of an injunction, then the parties will discuss practical remedies in good faith. If the parties cannot agree on remedies within 15 days of initiating discussions, then either party may terminate this Agreement immediately upon written notice to the other.

  • 15.6 Sole Rights and Obligations.  Without affecting either party’s termination rights, and subject to Section 16 (Limitation of Liability), this Section 15 states the parties’ only rights and obligations under this Agreement for any violation of a third party’s Intellectual Property Rights.

  • 16. Limitation of Liability

  • 16.1 Liability.  IN THIS SECTION 16, “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.

  • 16.2 Limitations.  EXCEPT AS STATED IN SECTION 16.3, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW:

    • (a) NEITHER GIPL AND ITS AFFILIATES NOR PARTNER WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND PRODUCT SCHEDULES FOR:

      • (i) THE OTHER PARTY’S LOST REVENUES, PROFITS, SAVINGS, OR GOODWILL;

      • (ii) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES); OR

      • (iii) EXEMPLARY OR PUNITIVE DAMAGES; AND

    • (b) GIPL AND ITS AFFILIATES AND PARTNER’S'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND PRODUCT SCHEDULES IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY PARTNER TO GIPL FOR THE PRODUCT THAT GAVE RISE TO THE LIABILITY, DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY.

  • 16.3 Exceptions to Limitations.  NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS GIPL AND ITS AFFILIATES AND PARTNER’S LIABILITY FOR:

    • (a) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS;

    • (b) FRAUD OR FRAUDULENT MISREPRESENTATION;

    • (c) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; 

    • (d) PAYMENT OF THE APPLICABLE FEES FOR GOOGLE PRODUCTS; OR

    • (e) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  • 17. Miscellaneous

  • 17.1 Notices.  All notices of termination or breach must be in English, in writing, and addressed to the other party’s Legal Department. The address for notices to GIPL’s Legal Department is legal-notices@google.com. All other notices must be in English, in writing, and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

  • 17.2 Assignment. GIPL may not assign any part of this Agreement without the written consent of Partner, except to a GIPL Affiliate where: (a) the GIPL Affiliate has agreed in writing to be bound by the terms of this Agreement and liable for obligations under this Agreement, including obligations incurred by GIPL before the assignment; and (b) GIPL has notified Partner of the assignment. Partner may not assign any part of this Agreement, except where: (x) the assignee has agreed in writing to be bound by the terms of this Agreement and liable for obligations under this Agreement, including obligations incurred by Partner before the assignment; (y) Partner has notified GIPL of the assignment; and (z) GIPL has given its prior written consent. Any other attempt to transfer or assign is void. 

  • 17.3 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) other than in the context of an internal restructuring or reorganization of GIPL and its Affiliates: (a) the party undergoing the change of control will give written notice to the other party within 30 days of the change of control; and (b) the other party may immediately terminate this Agreement within 30 days after it receives that written notice.

  • 17.4 Force Majeure.  Neither party will be liable for failure or delay in its performance of this Agreement to the extent caused by circumstances beyond its reasonable control.

  • 17.5 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.

  • 17.6 Severability.  If any term (or part of a term) of this Agreement is deemed invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

  • 17.7 Relationship of Parties.  GIPL and Partner are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between GIPL and Partner, regardless of the use of the term “partner” or “certified” or other similar designations.  Neither party has represented or will represent that it has any authority to assume or create any obligations, express or implied, on behalf of the other party.  

  • 17.8 No Third Party Beneficiaries.  There are no third party beneficiaries to this Agreement.

  • 17.9 Equitable Relief.  Nothing in this Agreement will limit either party’s ability to seek equitable relief.

  • 17.10 Translation.  Any local language translation of this Agreement exists for reference purposes only; only the English version will be legally binding. If there is any inconsistency between the two versions, the English version will control.

  • 17.11 Governing Law.  All claims arising out of or related to this Agreement will be governed by the laws of India.  In case of any disputes, the Courts at New Delhi will have jurisdiction.

  • 17.12 Amendments.  Any amendment to this Agreement must be in writing, signed by both parties (electronic signature permitted), and must expressly state that it is amending this Agreement.

  • 17.13 Survival.  The following provisions will survive any termination of this Agreement: Sections 2.5 (Transition Assistance), 2.8 (Records and Audit), 3.5 (False or Misleading Statements), 4.2 (Liability for Customer Agreements), 6 (Purchase and Pricing), 7.2 (Order Fulfillment), 8 (Invoicing and Payment), 11.3 (Survival of Confidentiality Obligations), 12.5 (Effect of Termination), 12.6 (Customer Communications on Termination or Partner Insolvency), 15 (Indemnity), 16 (Limitation of Liability), 17.1 (Notices), 17.5 (No Waiver), 17.6 (Severability), 17.11 (Governing Law), 17.13 (Survival), and 17.16 (Interpretation of Conflicting Terms).

  • 17.14 Entire Agreement.  Subject to Section 17.15 (Transition to this Agreement), this Agreement: (a) incorporates by reference the Program Guide, Product Schedules, Trademark Guidelines, Order Forms, exhibits attached to this Agreement, addenda (when executed by the parties), and any URL terms otherwise referenced as forming part of this Agreement; (b) sets out all terms agreed between the parties in relation to its subject matter; and (c) cancels and replaces all prior and contemporaneous representations, discussions, negotiations, and agreements between the parties, whether written or oral, relating to such subject matter.  Neither party has entered into this Agreement in reliance on or will have any right or remedy related to any statement, representation, or warranty (whether made negligently or innocently) not expressly stated in this Agreement.

  • 17.15 Transition to this Agreement.  This Agreement supersedes and terminates any and all Prior Agreements, except that:

    • (a) unless and until Google and Partner execute, on or after the Effective Date of this Agreement, a Product Schedule for any Product that Partner was authorized to resell under a Prior Agreement, any Product Schedule agreed to under the Prior Agreement for such Product will be automatically incorporated into, and governed by, the terms of this Agreement;

    • (b) once Google and Partner execute, on or after the Effective Date of this Agreement, a Product Schedule for a Product that Partner was authorized to resell under a Prior Agreement, any Order Forms relating to that Product and any amendments and/or addenda relating to a specific Customer’s order of that Product that had been in effect under the Prior Agreement will remain in effect under, and be governed by, this Agreement; and 

    • (c) any Volume Sales Addendum (including any incorporated VSI Product Sheet) and/or other addenda entered into under a Prior Agreement (other than a Legacy Agreement) will be automatically incorporated into, and governed by, this Agreement.

  • 17.16 Interpretation of Conflicting Terms.  If there is a conflict involving the documents that make up this Agreement, the documents will control as expressly described elsewhere in this Agreement or, if not expressly described elsewhere, in the following order of precedence: (i) Order Forms, (ii) Program Guide, (iii) addenda (as applicable), (iv) Product Schedules, (v) the body of this Agreement (i.e., excluding any of the foregoing documents incorporated into this Agreement), and (vi) URL terms referenced in this Agreement.   

  • 17.17 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which, taken together, will constitute one instrument.

  • 18. Definitions

  • Any capitalized terms not defined in this Agreement will have the meaning given to them in the Program Guide.

  • “Affiliate” means, for each of the parties, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

  • “Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.

  • “Authorized Reseller” means a third party who has been authorized by GIPL to resell Product(s) under the Program.

  • “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 an Affiliate) discloses (“Disclosing Party”) to the other party (“Recipient”) 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.

  • “Controller” has the meaning given in the European Data Protection Laws.

  • “Customer Agreement” means an agreement between Partner and a Customer under which Partner sells and/or supplies the Product(s) to the Customer.

  • “Customer” means an entity having a principal place of business within the Territory and to whom Partner is permitted to resell the Product(s) under this Agreement. “Customer” does not include the US Public Sector unless otherwise expressly agreed in an applicable Product Schedule.

  • “EEA” means the European Economic Area.

  • “Effective Date” means the date Partner clicks the "Agree" button.

  • “End Users” mean a Customer’s individual end users who use the Product(s).

  • “Engagement Model” has the meaning given in the Program Guide.

  • “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

  • “European Data Protection Laws” means, as applicable: (a) any national provisions adopted under the EU GDPR; (b) the Federal Data Protection Act of 19 June 1992 (Switzerland); (c) the EU GDPR or the UK GDPR; and/or (d) any other data protection or privacy legislation in force in the EEA, Switzerland, or the UK. 

  • “Export Laws” means all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

  • “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.

  • “Google TOS” means those terms of service that govern use of certain Products and that must be agreed directly between Customers and Google or its Affiliates (as stated in an applicable Product Schedule) or otherwise passed through to Customers by Partner, as further specified in a Product Schedule.

  • “High Risk Activities” means activities where the use or failure of the Products would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as creation or operation of weaponry).

  • “including” means including but not limited to.

  • “Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

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

  • “Legacy Agreement” means, if applicable, any Prior Agreement that is not: (i) a Google Cloud Partner Advantage Commercial Partner Agreement; (ii) a Google Cloud & Google for Education Commercial Partner Agreement; or (iii) a Google for Work & Google for Education Commercial Partner Agreement.

  • “Legal Process” means a request for disclosure of data made in accordance with law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

  • “Level” has the meaning given in the Program Guide.

  • “Non-European Data Protection Laws” means any applicable data protection and privacy legislation, guidelines, and industry standards, other than the European Data Protection Laws.

  • “Order Form” refers to GIPL’s ordering document (including an order submitted via a tool such as the Reseller Console or the Partner Sales Tool) for the Product.

  • “Partner Sales Tool” has the meaning given in the Program Guide.

  • “Payment Plan” means a billing option for a particular purchase.

  • “Personal Data” has the meaning given in the European Data Protection Laws. 

  • “Price List” means the list of Products and suggested retail prices, as updated by GIPL from time to time and published on the Program Resource Site.  

  • “Prior Agreement” means any agreement, other than this Agreement, previously entered between the parties relating to Partner’s participation in the Program (including any Google Cloud partner program that pre-dates the Program).

  • “Processing” means any operation or set of operations that is performed on personal data or sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

  • “Processor” has the meaning given in the European Data Protection Laws.

  • “Product(s)” means only those Google Cloud products listed in fully executed Product Schedules. 

  • “Product Schedule(s)” means any schedules or amendments referencing this Agreement that state additional terms related to particular Google Cloud products, as may be executed by Google or its Affiliates and the Customer from time to time.

  • “Program” refers to the Google Cloud channel partner program as described in the Program Guide and as such program may be rebranded from time to time by Google.

  • “Program Guide” means the then-current Google Cloud Partner Advantage Guide for the Program available at the Program Resource Site or at any other location communicated to Partner by Google.

  • “Program Resource Site” means Google’s then-current website at https://www.partneradvantage.goog that makes relevant information regarding Google’s Partner Program available to Partner.

  • “Representatives” means the Recipient’s Affiliates, employees, agents, subcontractors, or professional advisors.

  • “Reseller API(s)” means the API(s) made available to companies participating in the Program as described under the then-current terms at the following URL:https://developers.google.com/admin-sdk/reseller/.

  • “Reseller Console” means the web interface and related tools provided by GIPL to Partner, via the administrative panel under Partner’s Google Workspace account, to facilitate order management, provisioning, and management and suspension of Customer accounts for the Product.

  • “Reseller Tools” means the Reseller Console, Reseller API, Partner Sales Tool, and any other tools provided by GIPL through Google to facilitate Partner’s performance under this Agreement.  

  • “SLA” means the service level agreements for the applicable Product, as described in the applicable Product Schedule.

  • “Taxes” means taxes as per the applicable law, including any duties or taxes (other than income tax), including indirect taxes such as goods and services tax (‘GST’), or such taxes and levies associated with the purchase of the Services.

  • “Technical Support Services Guidelines” or “TSSG” means the then-current technical support guidelines applicable to a particular Product or Reseller Tool or Engagement Model as described in the Program Guide.

  • “Term” means the period starting on the Effective Date and continuing until this Agreement terminates in accordance with its terms, subject to any applicable provisions governing “wind down” periods as may be further specified in Product Schedules.

  • “Territory” means India. Territory excludes any countries where either party is prohibited from providing (or reselling, as applicable) the Product due to applicable laws.

  • “Third-Party Legal Proceeding(s)” 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 then-current Guidelines for Third-Party Use of Google Brand Features, located at the following URL: https://www.google.com/permissions/.

  • “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (as amended), if in force.

  • “US Public Sector” means federal, state, or local government entities of the United States (or representatives of such entities) but excludes any: (i) non-profit entities (as defined under applicable laws) and (ii) educational institutions providing legitimate educational or instructional services.

  • EXHIBIT 1

  • Data Processing Terms for Processing on Behalf of Customers

  • PART A:

  • Subject to Section 2.6(c) (Default Requirements for Processing on Behalf of Customers) of the Agreement, Partner will do the following, at a minimum, with respect to all personal data or personally-identifiable information (hereinafter “personal data”) that it processes on behalf of or under instructions from a Customer:

    • (a) comply with, and only act on, instructions from or on behalf of that Customer regarding the processing of that personal data;

    • (b) not process that personal data for any purpose other than for the performance of its obligations under this Agreement or the Customer Agreement;

    • (c) ensure that appropriate technical and organizational measures are taken to avoid unauthorized or unlawful processing of that data and against loss or destruction of, or damage to, that personal data;

    • (d) ensure the reliability of, and be responsible for, all of Partner’s employees, agents, and contractors who will have access to that personal data;

    • (e) not by any act or omission place that Customer in breach of Non-European Data Protection Laws; 

    • (f) inform that Customer immediately of any suspected or confirmed data protection breaches or unauthorized or unlawful processing, loss, or destruction of, or damage to, that personal data; and

    • (g) ensure that any third party subcontractor engaged by Partner to process that personal data on behalf of Customer only uses and accesses that data in accordance with the terms of this Agreement and is bound by written obligations requiring it to provide at least the level of data protection required under this Part A.

  • PART B:

  • 1. Subject to Section 2.6(c) (Default Requirements for Processing on Behalf of Customers) of the Agreement, Partner will ensure that the applicable Customer Agreement commits the Partner to do the following:

    • (a) only process personal data in relation to which the Customer is the data controller in accordance with written instructions from or on behalf of that Customer, unless European or National law to which Partner is subject requires other processing of that personal data, in which case Partner will inform the Customer (unless that law prohibits Partner from doing so on important grounds of public interest);

    • (b) only process that personal data for the performance of Partner’s obligations under this Agreement or the Customer Agreement;

    • (c) ensure that appropriate technical and organizational measures are taken to avoid unauthorized or unlawful processing of that data and against loss or destruction of, or damage to, that personal data;

    • (d) ensure all of Partner’s employees, agents, and contractors who will have access to that personal data have committed themselves to confidentiality or are otherwise under an appropriate obligation of confidentiality;

    • (e) not by any act or omission place that Customer in breach of the European Data Protection Laws;

    • (f) inform that Customer promptly and without undue delay of any data protection breaches or unauthorized or unlawful processing, loss, or destruction of, or damage to, that personal data;

    • (g) obtain prior consent to engage any third party subcontractor to process that personal data on behalf of the Customer and ensure that such third party subcontractor only uses and accesses that data in accordance with the terms of the Customer Agreement and is bound by written obligations requiring it to provide at least the level of data protection required under this Agreement; 

    • (h) taking into account the nature of the processing, assist the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer's obligations under the European Data Protection Laws to respond to requests for exercising the data subject's rights;

    • (i) assist the Customer in ensuring compliance with any applicable obligations under the European Data Protection Laws related to security, breach notification, data protection impact assessments, and prior consultation with the supervisory authorities, taking into account the nature of processing and the information available to Partner;

    • (j) at the Customer’s option, delete or return all the personal data to Customer after the end of the provision of the Services and delete existing copies unless prohibited from doing so by applicable European or National Law;

    • (k) make available to the Customer all information necessary to demonstrate Partner’s compliance with the obligations imposed by the Customer Agreement related to the personal data and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer; and

    • (l) not process, or cause to be processed, that personal data outside the European Economic Area, Switzerland, or the UK unless Partner adopts a compliance solution that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Laws.

  • 2. The terms “processing”, “personal data”, “processor”, and “controller” as used in this Part B have the meanings given in the European Data Protection Laws.  The term “European or National Law" as used in this Part B means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of the relevant personal data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of the relevant personal data).

  • Google Workspace Product Schedule

  • This Google Workspace Product Schedule (“Product Schedule”) is entered into between Google Asia Pacific Pte. Ltd. (Co. Reg. No. 200817984R), with offices at 70 Pasir Panjang Road, #03-71, Mapletree Business City II, Singapore 117371 (“Google”), and the entity accepting this product schedule (“Partner”). The Services are provided by Google. This Product Schedule supplements, amends, and is incorporated by reference into the agreement (as amended from time to time) between Google India Pvt Ltd (“GIPL”) and the Partner under which GIPL has appointed Partner as a reseller and/or supplier of Google Cloud products under the Program (the “Agreement”). The Product Schedule is effective from the date click-accepted by Partner (“Schedule Effective Date”).  This Product Schedule amends the Agreement solely with respect to the Products identified in this Product Schedule.  Any capitalized terms not defined in this Product Schedule will have the meaning given to them in the Agreement. If Google and Partner have previously entered into an agreement with the Partner for resale of the Products identified in this Product Schedule, that agreement will terminate and be replaced by this Product Schedule with effect from the Schedule Effective Date.

  • If you are entering into this Product Schedule on behalf of Partner, you represent and warrant that: (a) you have full legal authority to bind Partner to this Product Schedule; (b) you have read and understand this Product Schedule; and (c) you agree, on behalf of Partner, to this Product Schedule.

  • The parties agree as follows:

  • 1. Definitions

  • “Customer Information” means:  (a) any data (including any Personal Data or personally-identifiable information and End User passwords) received by Partner from, or maintained by Partner on behalf of, a Customer, its Affiliates, and/or its End Users, in each case in connection with the resale of the Product and/or supply of Provisioning Services; and (b) any Product administrative accounts accessed by Partner in connection with the resale of the Product and/or supply of Provisioning Services (including any administrative account passwords).

  • “Google TOS” means those terms of service that govern the use of the Product and must be agreed directly by a Customer with Google or its Affiliate either via (i) acceptance by Customer online or (ii) written agreement between the Customer and Google or its Affiliates offline. 

  • “Provisioning Services” means the following services relating to the Product: (a) Customer account activation services, including administrative account setup and placing initial orders for End Users; (b) managing additional Customer orders; (c) suspending either a domain owned by a Customer (as such domain is specified during the sign-up process for use of the Product) or individual End User accounts; (d) technical support services; and (e) such other services required to administer a Customer’s account as Google may require.

  • “Services” also referred to as “Products” means the then-current Google Workspace services described at https://workspace.google.com/terms/user_features.html, excluding the following services (“Restricted Services”): Google Cloud Search, Google Voice, or any new services that Google (in its discretion) identifies in writing as excluded.  This Product Schedule does not authorize Partner to resell Restricted Services, and Google may require Partner to accept additional terms (including via addenda to this Product Schedule) to resell Restricted Services.

  • “SLA” means the SLA or Service Level Agreement as defined in the Google TOS.

  • “Wind Down Period” means the period beginning on the effective date of a notice of termination given by either party under the Agreement and ending (a) after 12 months or (b) when one party notifies the other party that no Order Form for the Product is in effect, whichever occurs first.

  • 2. Provisioning Services and Reseller Tools

  • Partner is responsible for supplying Provisioning Services to Customers, and may supply such services through the Reseller Tools (including the Reseller Console) provided by Google. To obtain access to such Reseller Tools, Partner must have at least one Google Workspace account. Partner may then access the Reseller Console via the administrative panel of its Google Workspace domain. 

  • 3. Google TOS

  • The Google TOS (as may be amended from time to time) will govern each Customer’s access to and use of the Product.  Unless Google expressly agrees otherwise in writing, Partner will ensure that each Customer is notified of and accepts the Google TOS, with no alteration or amendment, before the Customer first logs into the Product. Partner will: (a) not accept (or allow any third party to accept) the Google TOS on behalf of any Customer; and (b) not accept (or allow any third party to accept) separate terms of service on behalf of any Customer for use of other Google services; except where in each of the foregoing cases Partner has been expressly authorized to do so on the Customer’s behalf under the Customer Agreement. 

  • 4. Service Level Remedies 

  • Partner is responsible for providing any applicable SLA remedies directly to each Customer and must require the Customer to request such remedies directly from Partner as described in Section 7 (Customer Agreements) below. Partner agrees to provide the SLA remedies solely as described in the applicable SLA.  Google will make such remedies available to Partner to pass through to each Customer in accordance with the applicable SLA. 

  • 5. Privacy; Customer Information and Passwords

  • 5.1 To the extent that Google or Partner processes any Personal Data subject to European Data Protection Laws on behalf of a Customer in connection with this Product Schedule, the parties agree that Google and Partner will each be a separate processor in relation to any such data. For the avoidance of doubt, neither Partner nor Google will be acting as a processor of the other party’s data. 

  • 5.2 Partner agrees that, in addition to disclosing Customer contact details to Google as required under Section 2.7 (GIPL’s Communications with Customers) of the Agreement, Partner may disclose Customer Information to Google as reasonably required for Google to provide technical support to Partner for Customer’s support issues regarding the Product.  

  • 5.3 Partner will only change or reset Customer or End User passwords as instructed by the relevant Customer. 

  • 6. Partner Suspension of Services 

  • Without prejudice to Partner’s right (if any) to suspend the provision of Partner’s own products or services, Partner may only suspend the provision of the Product to a Customer if:

    • (a) the Customer breaches its payment obligations under the Customer Agreement; and

    • (b) the Customer Agreement allows for suspension of the Product under those circumstances.  

  • 7. Customer Agreements

  • 7.1 Customer Agreement Requirements. Subject to Section 7.2 (Customer Consent to Disclosure) below, and without prejudice to Partner’s obligations under Section 2.6(c) (Default Requirements for Processing on Behalf of Customers) of the Agreement, Partner will at a minimum include the following terms in all Customer Agreements:

    • (a) Partner, Google, and the Customer are independent contractors with respect to the resale of the Product; 

    • (b) unless Google expressly agrees otherwise in writing, the Customer will accept the Google TOS, with no alteration or amendment, before the Customer first logs into the Product (unless Partner must receives express authorization from the Customer to accept on the Customer’s behalf);

    • (c) the Customer will permit Partner to disclose Customer Information to Google as described in Section 5.2 (Privacy; Customer Information and Passwords) above, for use by Google in accordance with the Google TOS (including applicable confidentiality, data processing, and security terms); 

    • (d) the Customer is responsible for providing the necessary notices, and obtaining and maintaining any consents, required from End Users to allow Partner and Google to perform their respective contractual obligations related to the Customer; 

    • (e) the SLA sets out the Customer's sole and exclusive remedy for (1) any failure(s) by Google to meet the SLA or (2) any failure(s) by Google to meet or exceed the applicable service level(s) stated in the SLA, and the Customer must request any such remedies directly from Partner; and

    • (f) Google will only provide technical support directly to the Customer as stated in the Google TOS.

  • 7.2 Customer Consent to Disclosure.  Unless and until Partner, using commercially reasonable efforts, is able to include the terms described in Section 7.1(c) (Customer Agreement Requirements) above in the applicable Customer Agreement, Partner will, before disclosing any of such Customer’s Customer Information to Google for technical support purposes, obtain specific written permission from that Customer for that disclosure.

  • 8. Brand Features

  • 8.1 Brand Features Licences.  

    • (a) By Google. Google grants to Partner a non-exclusive, royalty-free, non-sublicensable license during the Term to display Google’s Brand Features solely for the purpose of Partner’s marketing and resale of the Products, subject to the terms of the Agreement, including this Product Schedule, the Program Guide, and the Trademark Guidelines.

    • (b) By Partner. Partner grants to Google a non-exclusive, royalty-free, non-sublicensable license to include Partner’s Brand Features during the Term in presentations, materials related to the Program (including a list of Program participants), and marketing and promotional materials.  

  • 8.2 Brand Features Limitations. 

    • (a) Restricted Use. Each party may use the other party’s Brand Features in connection with this Product Schedule as expressly permitted in this Product Schedule. A party may revoke the other party’s right to use its Brand Features under this Product Schedule with written notice to the other party, allowing a reasonable period to stop the use.

    • (b) Goodwill. All goodwill arising from the use by Partner of Google’s Brand Features will belong to Google. All goodwill arising from the use by Google of Partner’s Brand Features will belong to Partner.  

  • 9. Termination and Wind Down Period

  • 9.1 Google may elect, in its discretion, whether to offer a Wind Down Period if the Agreement or this Product Schedule is terminated for cause.  For clarity, any termination of the Agreement under Section 1.2(c) (Program Guide), Section 8.5 (Credit Hold; Suspension; Termination), Section 12.3 (Termination for Cause), Section 12.4 (Termination Due to Applicable Law; Violation of Laws), or Section 17.3 (Change of Control) of the Agreement will be considered termination for cause for purposes of this Section 9.1.

  • 9.2 If either party gives notice of termination of the Agreement or this Product Schedule but such termination is not for cause, or, if the termination is for cause, if Google elects to offer a Wind Down Period as described in Section 9.1 above, the Agreement will remain in force solely to the extent required for the Wind Down Period, except that, during such period, the Agreement will be modified by the following additional terms, which will prevail over any conflicting terms in the body of the Agreement (excluding this Product Schedule), the Program Guide, or the Payment Plan terms:  

    • (a) Partner may accept orders from existing Customers (under existing domains) to add End Users for the same Product for a pro-rated term during the Wind Down Period but, unless otherwise agreed by Google, Partner may not accept orders for the Product from new Customers and/or accept new orders from existing Customers for any Product not previously purchased by such Customers; 

    • (b) unless otherwise agreed by GIPL in its discretion, no existing annual commitment orders may be renewed and all existing flexible commitment orders must be transferred to GIPL or another Authorized Reseller within 30 days of the effective date of termination; and 

    • (c) Section 12.5 (Effect of Termination) of the Agreement will not apply to the extent required for both parties to perform their Wind Down Period obligations as stated in this Section 9.2, except that, upon the completion of the Wind Down Period, the terms of Section 12.5 of the Agreement will immediately apply in their entirety and no additional Wind Down Period will apply.

  • 10. Survival

  • Sections 1 (Definitions), Section 5.1 and 5.2 (Privacy; Customer Information and Passwords), and 10 (Survival) will survive termination or expiration of this Product Schedule.

  • 11. General

  • 11.1 The Agreement remains in full force and effect except as modified by this Product Schedule.

  • 11.2 Section 17.1 through Section 17.10 of the Agreement apply to this Product Schedule. Any reference to GIPL in these provisions shall be deemed to refer to Google.

  • 11.3 Governing Law. 

    • (a) ALL CLAIMS ARISING OUT OR RELATING TO THE AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("DISPUTE") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES.

    • (b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of the Agreement ("Rules").

    • (c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.

    • (d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.

    • (e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection (e).

    • (f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.

    • (g) Any arbitration proceeding conducted in accordance with this Section will be considered Confidential Information under the Agreement's confidentiality section, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).

    • (h) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.

    • (i) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.

  • 11.4 Entire Agreement.  This Product Schedule: (a) incorporates by reference the Program Guide, Product Schedules, Trademark Guidelines, Order Forms, exhibits attached to this Product Schedule, addenda (when executed by the parties), and any URL terms otherwise referenced as forming part of this Product Schedule; (b) sets out all terms agreed between the parties in relation to its subject matter; and (c) cancels and replaces all prior and contemporaneous representations, discussions, negotiations, and agreements between the parties, whether written or oral, relating to such subject matter.  Neither party has entered into this Product Schedule in reliance on or will have any right or remedy related to any statement, representation, or warranty (whether made negligently or innocently) not expressly set out in this Product Schedule. 

  • 11.5 Interpretation of Conflicting Terms.  If there is a conflict between the documents that make up this Product Schedule, the documents will control as expressly described elsewhere in this Product Schedule or, if not expressly described elsewhere, in the following order of precedence: (i) Order Forms, (ii) Program Guide, (iii) addenda (as applicable), (iv) Product Schedules, (v) the body of the Product Schedule (i.e., excluding any of the foregoing documents incorporated into the Product Schedule), and (vi) URL terms referenced in this Product Schedule.

  • VOLUME SALES INCENTIVE (“VSI”) PROGRAM ADDENDUM

  • This Volume Sales Incentive (“VSI”) Program Addendum (the “Addendum”) supplements and amends the agreement (“Program Agreement”) entered into between the parties set forth in the signature block below, under which Google has authorized Partner to participate in the Google Cloud Partner Advantage Program.

  • If you are entering into this Addendum on behalf of Partner, you represent and warrant that: (a) you have full legal authority to bind Partner to this Addendum; (b) you have read and understand this Addendum; and (c) you agree, on behalf of Partner, to this Addendum.

  • The parties agree as follows:

  • 1. VSI Program Overview

  • 1.1 Program Purpose. Google in its sole discretion may, from time to time, decide to offer a VSI Program in relation to a Product in order to incentivize increased sales of that Product during the applicable VSI Program Period.

  • 1.2 Participation. If Partner meets the applicable qualification criteria for any VSI Program, Partner will be eligible to participate in that program during the applicable VSI Program Period. Google will inform Partner (by email or otherwise) of the VSI Program(s) Partner is eligible to participate in. Partner’s participation in any such program will then be subject to:

    • (a) the terms and conditions of this Addendum;

    • (b) the applicable VSI Product Sheet, which will be automatically incorporated into this Addendum;

    • (c) the Program Agreement; and

    • (d) Partner’s completion of the enrollment process in the Google Payments Center (or other such process communicated to Partner by Google) and provision of any other registration information required under Section 5.1 of this Addendum.

  • 2. Volume Sales Incentive (VSI)

  • For each VSI Program that Partner participates in, Google will pay Partner any Achieved VSI based on the calculation described in the relevant VSI Product Sheet in accordance with the payment processes described in Section 5 (Payment Processes) of this Addendum. Payments made by Google under a VSI Program will not exceed the VSI Cap for that VSI Program, and will not be made for any sales or orders that are not (a) bona fide, or (b) for third party customers unrelated to Partner.

  • 3. Use of VSI

  • Unless otherwise expressly notified or approved by Google in writing (email permitted) with respect to (b) below, in no event may any monies paid by Google to Partner under this Addendum be used for:

    • (a) illegal purposes;

    • (b) a credit request to offset any other amounts owed to Google; or

    • (c) directly or indirectly providing travel, entertainment, gifts, or any other business courtesies for employees of government entities or state­-owned companies.

  • 4. Records and Audits

  • 4.1 Records. Partner is responsible for maintaining, for the Term of the Program Agreement and a period of one (1) year thereafter, complete and accurate books, records and accounts (the “Records”) relating to its use of any monies paid or credit notes issued by Google to Partner under this Addendum.

  • 4.2 Audits. For clarity, Google may audit the Records as described in the Program Agreement. Should Google determine in its reasonable discretion following an audit that Partner has failed to retain Records as required by Section 4.1 above or to comply with any other requirements under this Addendum (including Section 3 (Use of VSI)), Google may, by written notice to Partner and without prejudice to any other rights or remedies, require Partner to refund the relevant payment to Google within 30 days of the date of the notice.

  • 5. Payment Processes

  • 5.1 Account Information. In order to receive payment of any Achieved VSI, Partner must first complete the enrollment process in the Google Payments Center (or other such process communicated to Partner by Google) and provide any other payment registration information reasonably required by Google to complete payment of Achieved VSI. Partner is solely responsible for providing accurate and up to date account information in order to receive payment of Achieved VSI. Google assumes no responsibility for inaccurate information provided by Partner or for any resulting misdirected payment of Achieved VSI. The bank account information provided by Partner must correlate to a corporate account in the Partner’s name that is held in the country where Partner’s principal place of business is located.

  • 5.2 Payments. Subject to the VSI Cap and to Section 5.5, Google will generally pay Achieved VSI to Partner within 60 business days following the end of the relevant VSI Payment Cycle. Google may, in its sole discretion, elect to pay Achieved VSI to Partner in accordance with either of the following payment methods:

    • (a) Payment via bank transfer: Google will pay Achieved VSI into Partner’s bank account. If the Google entity set forth in the signature block below is Google India Private Limited, all payments will be made in INR. In other cases, all payments will be issued in U.S. dollars unless the parties agree otherwise in writing; or

    • (b) Payment by credit note: Google will issue a credit note to Partner’s online Google Cloud reseller account for the same amount as the Achieved VSI. For the avoidance of doubt, Google’s issuance of any such credit note will constitute payment in full of Achieved VSI. If the Google entity set forth in the signature block below is Google India Private Limited, all credit notes will be issued in INR. In other cases, all credit notes will be issued in U.S. dollars unless the parties agree otherwise in writing.

  • 5.3 Reports. Google will email the VSI Report to Partner at the time of payment of Achieved VSI.

  • 5.4 Disputes. Any Partner disputes relating to calculation or payment of Achieved VSI must be submitted to Google within 15 days of the date on which Google paid the relevant Achieved VSI into Partner’s bank account or issued the relevant credit note, as may be applicable. If the parties determine that any calculation or payment inaccuracies are attributable to Google, Google will ensure that correct payment is made within 30 days from the date of dispute resolution.

  • 5.5 Google’s Verification Rights.

    • (a) Google reserves the right to suspend, withhold or, if funds have already been paid, recover (by written notice or invoice to Partner) any applicable Achieved VSI if: (1) Google cannot reasonably verify that Partner has met criteria, conditions, obligations and requirements in this Addendum (for clarity, including any applicable VSI Product Sheets); or (2) Partner is in breach of any of its payment obligations under the Program Agreement.

    • (b) If Google determines within a reasonable period and notifies Partner in writing that it has paid an incorrect amount of Achieved VSI, including over- or under-payment, then Google may adjust, or recover from Partner, any such Achieved VSI paid.

    • (c) Where Google’s notice requires the recovery of any Achieved VSI, Partner will refund to Google that Achieved VSI within 30 days of the date of Google’s notice.

  • 6. Term and Termination

  • 6.1 Term. This Addendum will take effect on the Addendum Effective Date and remain in force until the earlier of: 

    • (a) its termination as described in this Section 6; or 

    • (b) termination or expiration of the Program Agreement.

  • 6.2 Termination for Convenience. Google may terminate this Addendum (including all VSI Programs then in effect) or terminate any individual VSI Program(s), in either case with effect as from the end date of any then-­current VSI Payment Cycle(s), by written notice given to Partner at any time prior to the end date of such VSI Payment Cycle(s).

  • 6.3 Termination for Breach. Without prejudice to any other rights or remedies under the Program Agreement, either party may terminate this Addendum and/or Partner’s participation in any VSI Program with immediate effect by written notice given to the other party if the other party is in material breach of this Addendum or the Program Agreement. For clarity, any material breach of this Addendum, including any breach of Section 3 (Use of VSI), will be a material breach of the Program Agreement.

  • 6.4 Survival. In the event of any termination (whether of this Addendum or a VSI Program) by Google under Section 6.2 (Termination for Convenience) of this Addendum or any termination of this Addendum by Partner under Section 6.3 (Termination for Breach) of this Addendum for Google’s material breach, Google’s obligations to pay Achieved VSI and provide any VSI Report for any applicable VSI Payment Cycle will survive if and for as long as any Achieved VSI to which Partner is entitled (i.e., as a result of having achieved an applicable Performance Target) remains unpaid. For clarity, Google’s obligations to pay Achieved VSI and provide VSI Reports will not survive any termination of this Addendum by Google under Section 6.3 (Termination for Breach) of this Addendum. In the event of termination of this Addendum for any reason, the obligations of both parties under Section 3 (Use of VSI), Section 4 (Records and Audits) and Section 7 (Confidentiality) of this Addendum will also survive.

  • 7. Confidentiality

  • The terms and conditions of this Addendum, including its existence and all information provided in connection with it (including any VSI Report(s) and VSI Product Sheet(s)), will be treated as Confidential Information of the disclosing party and subject to the confidentiality provisions contained in the Program Agreement.

  • 8. Effect of Amendment

  • Partner’s participation in any VSI Program will be subject to the terms and conditions of this Addendum including any incorporated VSI Product Sheet(s). All other terms and conditions of the Program Agreement will remain unchanged and in full force and effect. To the extent of any conflict between the terms and conditions of the Program Agreement and the terms and conditions of this Addendum, this Addendum will govern. To the extent of any conflict between the terms and conditions of this Addendum (excluding any VSI Product Sheet(s)) and the terms and conditions of any incorporated VSI Product Sheet, the VSI Product Sheet will govern.

  • 9. Governing Law and Jurisdiction

  • This Addendum will be subject to the governing law and jurisdiction provisions in the Program Agreement.

  • 10. Entire Agreement

  • This Addendum, together with any incorporated VSI Product Sheet and the remainder of the Program Agreement, sets out all terms agreed between the parties with respect to its subject matter and supersedes and terminates all other agreements between the parties relating to such subject matter.

  • 11. Definitions

  • As used in this Addendum, capitalized terms will have the meanings given to them in the Program Agreement or, if not defined in the Program Agreement, the meanings given below or elsewhere in this Addendum.

  • “Achieved VSI” means the amount payable by Google to Partner for achievement of a Performance Target by Partner, as such amount is described in the applicable VSI Product Sheet.

  • “Google Payments Center” means the system made available by Google in which Partner must enroll in order to receive payment of any Achieved VSI. Enrollment requires, among other things, relevant contact information regarding Partner’s corporate entity and the applicable bank account information required for payment of Achieved VSI. The process by which Partner may enroll is described at the following URL: https://goo.gle/payments-guide.

  • “Performance Target” means the goal for Partner’s performance under a VSI Program per VSI Payment Cycle, as such goal is described in the applicable VSI Product Sheet.

  • “VSI Cap” means the maximum amount payable by Google to Partner under a VSI Program per VSI Payment Cycle, as such amount is described in the applicable VSI Product Sheet.

  • “VSI Payment Cycle” means the minimum period during which Partner’s performance under a VSI Program will be measured against a Performance Target, as such period is described in the applicable VSI Product Sheet. A VSI Payment Cycle may commence prior to the Addendum Effective Date if so indicated in the applicable VSI Product Sheet.

  • “VSI Product Sheet” means the document available at the Partner Resource Site that describes the additional terms and conditions of a VSI Program.

  • “VSI Program” means a specific VSI program offered by Google under this Addendum for a VSI Program Period, as further described in the applicable VSI Product Sheet.

  • “VSI Program Period” means the period (comprised of one or more VSI Payment Cycles) during which Google may offer a VSI Program, as such period is defined in the applicable VSI Product Sheet but subject to early termination under Section 6.2 (Termination for Convenience) of this Addendum. A VSI Program Period may commence prior to the Addendum Effective Date if so indicated in the applicable VSI Product Sheet.

  • “VSI Report” means the report prepared by Google specifying the amount of Partner’s Achieved VSI and describing the calculation used to determine such amount.