This Payment Addendum for Additional Storage for Legacy Edition of Google Workspace (the "Addendum") is entered into between Google and the entity or person agreeing to it ("Customer"). "Google" has the meaning given at https://cloud.google.com/terms/google-entity. This Addendum is effective on the date when Customer clicks to accept it.

This Addendum supplements the "Google Workspace (Free) Agreement" entered into between Customer and Google LLC (formerly Google, Inc.) available at https://workspace.google.com/terms/standard_terms/ or a successor URL (the "Agreement") for the use of the G Suite legacy free edition (as described at https://support.google.com/a/answer/2855120?hl=en) (the "Legacy Edition"). Capitalized words not defined in this Addendum have the meanings given in the Agreement. If you are accepting this Addendum on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Addendum and (ii) you agree, on behalf of Customer, to this Addendum. If you do not have the legal authority to bind Customer, please do not accept this Addendum. 

By clicking to accept this Amendment, Customer acknowledges and agrees to the following:

• 1. 1. Assignment of Agreement. If Customer is located in a country outside of the United States, then by entering into this Addendum, the Agreement is automatically assigned to Google (as defined above). 

• 1. 2. Payment Terms.

2.1 Payment. Customer has agreed to purchase additional storage for the Services ("Storage") via an online provisioning process. All payments are due in the currency stated in the process.

(a) Credit Card or Debit Card. If Customer is paying with a credit card, debit card, or other non-invoice form of payment, then (i) payments are due at the end of the month during which Customer received the Services, (ii) Google will issue an electronic bill for all applicable fees (including applicable Taxes, as defined below) when due, and (iii) these fees are considered overdue 30 days after the end of the month during which Customer received the Services.

(b) Invoices. Payments for invoices are due 30 days after the invoice date (unless otherwise specified on the Order Form) and are considered overdue after such date.

(c) Other Forms of Payment. Customer may change its payment method to any other method that Google may enable, subject to acceptance by Customer of any additional terms applicable to that payment method.

(d) Payment Information. Payments made via wire transfer must include the bank information provided by Google.

2.2 Usage Measurement and Billing Options. Google’s measurement tools will be used to determine Customer’s usage of the Services, including how much Storage is used. 

2.3 Taxes.

(a) "Taxes" means all government-imposed taxes, except for taxes based on Google's net income, net worth, asset value, property value, or employment.

(b) Customer is responsible for any Taxes, and will pay Google for the Services without any reduction for Taxes. If Google is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Google, unless Customer provides Google with a timely and valid tax exemption certificate in respect of those Taxes.

(c) Customer will provide Google with any applicable tax identification information that Google may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Google for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

2.4 Payment Disputes. Any payment disputes must be submitted in good faith before the payment due date. If Google, having reviewed the dispute in good faith, determines that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Nothing in this Agreement obligates Google to extend credit to any party.

2.5 Delinquent Payments; Suspension. Late payments (which, for clarity, do not include amounts subject to a good faith payment dispute submitted before the payment due date) may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Google in collecting such delinquent amounts. 

2.6 No Purchase Order Number Required. Customer is obligated to pay all applicable fees without any requirement for Google to provide a purchase order number on Google's invoice (or otherwise).

2.7 Billing Support. For billing support, please contact Google Workspace support as described at https://support.google.com/a/answer/1047213?hl=en.  Note that technical support is not offered for the Legacy Edition, and Google will not respond to any such requests for technical support.

• 1. 3. Limitation of Liability.

Section 12.2 (Limitation on Amount of Liability) of the Agreement is hereby deleted in its entirety and replaced with the following: "12.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN ONE THOUSAND DOLLARS ($1000 USD), EXCEPT EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO STORAGE UNDER THIS ADDENDUM IS LIMITED TO THE GREATER OF: (I) FEES CUSTOMER PAID FOR STORAGE DURING THE 12 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY, AND (II) ONE THOUSAND DOLLARS ($1000 USD)."

• • 4. Indemnification. 

Section 11 (Indemnification) of the Agreement is hereby deleted in its entirety and replaced with the following:

• 11. Indemnification.

  • 11.1 Google Indemnification Obligations. Google will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that Storage or any Google Brand Feature, in each case used in accordance with the Agreement, infringes or misappropriate any Intellectual Property Rights of the third party.

  • 11.2 Customer Indemnification Obligations. Customer will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (a) regarding Customer Data or Customer Domain Names; (b) that Customer Brand Features infringe or misappropriate any Intellectual Property Rights of the third party; or (iii) regarding Customer's use of the Services in violation of the Acceptable Use Policy.

  • 11.3 Exclusions. Sections 11.1 (Google Indemnification Obligations) and 11.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party's breach of the Agreement, (b) a combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement, or (c) in the case of Google or any of its Affiliates as the indemnifying party, any Services provided to Customer free of charge.

  • 11.4 Conditions. Sections 11.1 (Google Indemnification Obligations) and 11.2 (Customer Indemnification Obligations) are conditioned on the following:

    • (a) Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the third-party legal proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and third-party legal proceeding. If breach of this Section 11.4(a) prejudices the defense of the third-party legal proceeding, the indemnifying party's obligations under Section 11.1 (Google Indemnification Obligations) or 11.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

    • (b) Any indemnified party must tender sole control of the indemnified portion of the third-party legal proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

  • 11.5 Remedies.

    • (a) If Google reasonably believes the Services might infringe a third party's Intellectual Property Rights, then Google may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing alternative that has materially equivalent functionality.

    • (b) If Google does not believe the remedies in Section 11.5(a) are commercially reasonable, then Google may Suspend or terminate Customer's use of the impacted Services. If Google terminates the impacted Services, then Google will provide a pro-rata refund of any unearned fees actually paid by Customer applicable to the period following termination of such Services.

  • 11.6 Sole Rights and Obligations. Without affecting any other termination rights of either party and to the extent permitted by applicable law, this Section 11 (Indemnification) states the parties' sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 11 (Indemnification).

• • 5. Miscellaneous. All other terms of the Agreement remain unchanged and in full force and effect. This Addendum is subject to the Governing Law section in the Agreement. In the event of a conflict between the terms of the Agreement and this Addendum, this Addendum governs.

  • 6. Region-Specific Terms. Customer agrees to the following modifications to the Agreement if Customer’s billing address is in the applicable region as described below:

Asia Pacific - India

Section 2.3 (Taxes) is deleted in its entirety and replaced with the following:

2.3 Taxes. 

(a) In consideration of the sale of Services, Customer agrees to pay to Google the Fees plus any applicable Taxes. If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer along with the Fees for sale of services, unless Customer provides Google Cloud India with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. 

(b) If required under the applicable law, Customer will provide Google with applicable tax identification information (Goods and Services Tax Identification Number ("GSTIN"), location where the Services would be received by the Customer, tax status, etc.) that Google may require to ensure its compliance with applicable tax regulations in India. Customer acknowledges that all the details provided, such as the GSTIN, location where the Services would be received by Customer, tax status, etc., are correct. The address and GSTIN provided are of the location where the Services would be received by Customer. Customer will be liable to pay (or reimburse Google for) any taxes, interest or fines arising out of any misdeclaration by Customer.

(c) If Customer is required by law to withhold any amounts for Income Tax on its payments to Google for sale of services, Customer must provide Google, in a timely manner, with a withholding tax certificate or other appropriate documentation and undertake to carry out the necessary compliances as per the applicable tax laws in India to enable Google to claim credit of such withholding taxes and provide support, as may be required for such purpose.

Latin America - Brazil

When the Google contracting entity is Google Cloud Brasil Computação e Serviços de Dados Ltda., the "Governing Law" section in the Agreement is replaced as follows:

This Agreement is governed by Brazilian Law. ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES WILL BE SETTLED BY ARBITRATION, AS DESCRIBED BELOW.

(a) Definitions. "Dispute" means any contractual or non-contractual dispute regarding this Agreement, including its formation, validity, subject matter, interpretation, performance, or termination. 

(b) Settlement. The parties will try in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute in accordance with Section 15.12 (Notices). If the parties are unable to resolve the Dispute within this 30-day period, either party may refer the Dispute to arbitration in accordance with Section 15.12(c) (Arbitration).  

(c) Arbitration. The parties will refer all Disputes to final, binding arbitration under the rules of the Center of Arbitration and Mediation of the Brazil-Canada Chamber of Commerce in force as of this Agreement’s Effective Date ("Rules"). The arbitration will be conducted in Portuguese by three arbitrators in São Paulo, SP, Brazil, which will be the seat of arbitration.

(d) Confidentiality. The arbitration is Confidential Information (including the arbitration’s existence and any oral or written information related to it). However, the parties may disclose to a competent court information necessary to execute any arbitral decision, but only if the confidentiality of those materials is maintained in those judicial proceedings.

(e) Non-Monetary Relief. The arbitrator(s) may only issue its award based on law, not in equity, and may not award non-monetary relief.

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

Asia Pacific - Australia

A new Section 9.2A is added as follows:

9.2A. This Section 9.2A applies only if the Services are subject to statutory guarantees under the Australian Competition and Consumer Act 2010 ("ACCA"). Applicable laws, including the ACCA, may confer rights and remedies into this Agreement that cannot be excluded, and which are not excluded by this Agreement. To the extent that the applicable laws permit Google to limit their operation, Google’s and its Affiliates’ liability under those laws will be limited at its option, to the supply of the Services again, or payment of the cost of having the Services supplied again.

Section 13.10 (Governing Law) is amended by inserting the following text at the end of that Section: "IF APPLICABLE LAW PREVENTS A DISPUTE FROM BEING RESOLVED IN A CALIFORNIA COURT, THEN CUSTOMER MAY FILE THE DISPUTE IN CUSTOMER’S LOCAL COURTS. IF APPLICABLE LAW PREVENTS CUSTOMER’S LOCAL COURT FROM APPLYING CALIFORNIA LAW TO RESOLVE A DISPUTE, THEN THE DISPUTE WILL BE GOVERNED BY THE APPLICABLE LOCAL LAWS OF CUSTOMER’S COUNTRY, STATE, OR OTHER PLACE OF RESIDENCE."

Section 13.13 (Entire Agreement) is amended by inserting the following text at the end of that Section: "Nothing in this Agreement excludes a party’s liability for prior written or oral misrepresentation."