Google Cloud Startup Program

These Google Cloud Startup Program - Startups Terms (“ Agreement ”) are between Google and the company (“ Company ”) accepting this Agreement. This Agreement governs Company’s participation in the Google Cloud Startup Program (the “ Program ”). "Google" means the entity identified in Appendix 1 below based on Company’s billing address. You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of the Agreement. If you do not have legal authority to enter into this Agreement or do not agree to these terms, please do not hit “submit” on the application form at inthecloud.withgoogle.com/startup/dl-cd.html .

The Agreement is effective between Company and Google on the Effective Date.

1. Definitions .

“ Effective Date ” means the date when the first Incentive(s) under the Program is redeemed by Company (or the Company’s Reseller if the Company is purchasing from a Reseller).

“ Google Affiliate ” means any entity that directly or indirectly controls, is controlled by, or is under common control with Google.

“ Google Cloud Startup Program ” means the program described at http://cloud.google.com/startups .

“ Incentives ” means redeemable coupons, promotion codes, or other incentives that Google may issue under the Program.

“ including ” means including but not limited to.

“ Referral Partner ” is the third party company who referred the Company to Google to receive Incentives under the Program.

“ Reseller ” means a reseller who has (i) entered into written agreement(s) with Google or a Google Affiliate that allows such reseller to resell Services under the Google Cloud Partner Advantage Program (as rebranded from time to time), and (ii) subsequently entered into a Reseller Agreement with Company.

“ Reseller Agreement ” means a written agreement between Reseller and Company to provide access to the Services for Company.

“ Services " means the Google Cloud Platform Services generally sold by Google and further described here: https://cloud.google.com/terms/services as such URL, and Services description (including branding of such services), may be updated by Google from time to time.

“ Territory " is limited to the geographic regions listed at the following URL (or such alternative URL as Google may designate): https://cloud.google.com/gcp-territory-list .

2. Program Overview . Subject to all of the terms of this Agreement, including eligibility requirements specified at inthecloud.withgoogle.com/startup/dl-cd.html , Google (or Google Affiliate) may provide the Company with Incentives in the form of credit or redeemable coupon(s) that may be redeemed directly by the Company for Services if the Company is purchasing Services directly from Google (or Google Affiliate), or indirectly from a Reseller if the Company is purchasing Services from such Reseller. Incentive coupon shall expire if it is not redeemed by the deadline as communicated in writing by Google. Any credit issued by Google under this Program is valid for Company’s use of Services only, and Company’s use of the Services is subject to the Company’s acceptance of (1) the Google Cloud Platform Terms of Service or the offline agreement between Company and Google (or Google Affiliate) governing the Company’s use of the Services, as applicable; or (2) the Reseller Agreement if the Company is purchasing Services through a Reseller. Incentives in the form of credit may be issued in increments in Google’s discretion, and shall expire 12 months after the date when the coupon was first redeemed or shall expire 90 days after the date when the coupon was first redeemed if the coupon is a Business Free Trial (as described at cloud.google.com/startups ) (any such expiration date being the “ Credit Expiration Date ”). Any credits issued by Google under this Program will be converted into applicable local currency according to market conversion rates published by leading financial institutions from time to time, and may only be used against Services usage fees accrued after the time Google issues such credit. Company will be responsible for all Service usage fees or charges not covered by, or in excess of, the credits and may not be notified once the credit is exhausted.

3. Conditions . The Incentives are not transferable, refundable, redeemable for cash, and may not be sold, purchased, or bartered. Company may redeem only one Incentive(s) promotional code (directly or indirectly) unless otherwise previously approved by Google in writing. The Incentive(s) is/are void if Google in its reasonable discretion determines there is abuse or fraud (including, for example, where Company provides false information in connection with Company’s account, impersonates another customer, or creates multiple accounts for the purpose of obtaining credits), misuse, or violation of any terms applicable to Company’s use of the Incentives or Services. Incentive(s) that is/are void will be cancelled/revoked and, in addition to any other rights or remedies available to Google, Google may invoice Company (or Company’s Reseller if the Company is purchasing Services through a Reseller) for Services fees incurred (based on then-current list price) as if the Incentive(s) were never applicable. Google’s Incentive(s) offer is void where prohibited by law, including relevant ethics rules and laws. Company will ensure that Company’s acceptance of any Incentive(s) are not improper under any of Company’s contracts with any government entity or government owned or controlled entity, and will not negatively impact Google's current or future ability to do business with such government entity. If Company redeems Incentive(s) under this Program, Google reserves the right to reject Company’s participation in or to receive any benefits under any other Google Cloud promotional programs. During the Term of this Agreement, Company may not use the Services to engage in mining cryptocurrency unless Company has obtained Google’s written consent in advance, which consent may be revoked by Google in its discretion at any time.

4. Termination and Modification of Terms . Google may at any time and in its discretion: (i) modify or update the terms of the Program, this Agreement, and/or the Incentives, and will make such modified or updated terms available in writing, or (ii) revoke and/or terminate Company’s participation in the Program in its entirety.

5. Google’s Communications with Company and Referral Partner . Company authorizes Google to contact Company (e.g. by email or by phone) for any of the following purposes: (a) regarding the Program, including information relating to Program resources, support, or this Agreement; (b) with relevant Google Cloud promotional materials; (c) to reasonably request information from Company about Company’s business as it relates to the Program; and/or (d) as otherwise permitted under this Agreement. Company consents to Google disclosing information on the Company’s purchase and use of Services to the Referral Partner who referred Company to Google in relation to the Program.

6. Term; Termination . The duration of this Agreement will begin on the Effective Date and continue until the earlier of (i) the date that Company’s fees for usage exceeds all credit issued by Google or Google cancels all of the issued credits in accordance with these terms or (ii) the Credit Expiration Date (such duration, the “ Term ”).

7. Confidentiality . Company may not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.

8. Disclaimers; Limitation of Liability . EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY, SATISFACTORY QUALITY, AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM IS PROVIDED "AS IS" AND AT COMPANY’S OPTION AND RISK AND GOOGLE DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR SECTION 9 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY, AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT OF INCENTIVES ISSUED BY GOOGLE OR GOOGLE AFFILIATE TO COMPANY UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.

9. Indemnification. Company will defend and indemnify Google, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of Company’s participation in the Program.

10. Governing Law .

10.1 ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE 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 ALL CONFLICTS OF LAWS RULES. THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA IN RELATION TO ANY DISPUTE (CONTRACTUAL OR NON-CONTRACTUAL) CONCERNING THIS AGREEMENT.

10.2 If Company’s billing address is located in APAC, previous Section 10.1 will not apply and this Section 10.2 will apply instead:

(a) THIS AGREEMENT IS GOVERNED BY THE LAWS OF SINGAPORE, EXCLUDING SINGAPORE’S CONFLICTS OF LAWS RULES.

(b) The parties will try in good faith to settle any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, or any related products or services (including any dispute regarding the interpretation or performance of this Agreement) (" Dispute "), within 30 days after the Dispute arises.

(c) IF THE DISPUTE IS NOT RESOLVED WITHIN 30 DAYS, IT SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“ SIAC ”) IN ACCORDANCE WITH THE ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“ SIAC Rules ”) FOR THE TIME BEING IN FORCE, WHICH RULES ARE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS CLAUSE. THE SEAT OF THE ARBITRATION SHALL BE SINGAPORE. THE TRIBUNAL SHALL CONSIST OF 1 ARBITRATOR DETERMINED BY GOOGLE AND COMPANY. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. 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.

(d) Either party may apply 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 this Agreement.

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

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

10.3 If Company’s billing address is located in Latin America (LATAM), previous Sections 10.1 and 10.2 will not apply and this Section 10.3 will apply instead:

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS 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 this 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 10.3(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 10.3(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 10.3 will be considered Confidential Information under Section 7 (Confidentiality), including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. In addition to the disclosure rights under Section 7 (Confidentiality), the parties may disclose the information described in this Subsection 10.3(g) to a competent court as may be necessary to file any order under Subsection 10.3(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. Miscellaneous . All notices, unless otherwise stated in these terms, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Company will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 4, 6, 7, 8 and 9 shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).

APPENDIX 1

Google Contracting Entity

Company’s billing address	Google contracting entity**
APAC except Australia, India, Indonesia, Japan, New Zealand, and South Korea	Google Asia Pacific Pte. Ltd.
Australia	Google Australia Pty Ltd.*
India	Google Cloud India Private Limited*
Indonesia	PT Google Cloud Indonesia*
Japan	Google Cloud Japan G.K.*
New Zealand	Google New Zealand Limited*
South Korea	Google Cloud Korea LLC*
Brazil	Google Cloud Brasil Computação e Serviços de Dados Ltda.
Canada	Google Cloud Canada Corporation
EMEA	For companies with “non-business” tax status or Google account setting in the European Union, the UK, or Turkey, Google Commerce Limited For all other companies, Google Ireland Limited
United States and any other location not covered above	Google LLC

*Entity is an authorized reseller of the relevant service in the country or countries specified. For the purposes of any Agreement entered into with this authorized reseller, “Google” means Google Asia Pacific Pte. Ltd. with offices at 70 Pasir Panjang Road, #03-71, Mapletree Business City II Singapore 117371, and/or its affiliates (including the authorized reseller), as the context requires.

**The registered address of each Google contracting entity is shown below:

Entity	Registered Address
Google Asia Pacific Pte. Ltd.	70 Pasir Panjang Road, #03-71, Mapletree Business City II Singapore 117371
Google Australia Pty Ltd.	Level 5, 48 Pirrama Road, Pyrmont, NSW 2009 Australia
Google Cloud Brasil Computação e Serviços de Dados Ltda.	Av. Brigadeiro Faria Lima, 3729, 4º e 5º andares, Itaim Bibi, São Paulo, Brasil
Google Cloud Canada Corporation	111 Richmond Street West, Toronto, ON M5H 2G4, Canada
Google Cloud India Private Limited	Unit No-204, Signature Tower-II, Tower-A, 2nd Floor, Sector-15, Part II, Silokhera, Gurgaon 122001 India
Google Cloud Japan G.K.	Roppongi Hills Mori Tower, 10-1, Roppongi 6-chome, Minato-ku Tokyo
Google Cloud Korea LLC	Gangnam Finance Center 20fl., 152 Teheran-ro, Gangnam-gu, Seoul, South Korea
Google Commerce Limited	Gordon House, Barrow Street, Dublin 4, Ireland
Google Ireland Limited	Gordon House, Barrow Street, Dublin 4, Ireland
Google LLC	1600 Amphitheatre Parkway, Mountain View, California 94043, United States
Google New Zealand Limited	PWC Tower, Level 27, 188 Quay Street, Auckland, New Zealand 1010
PT Google Cloud Indonesia	Pacific Century Place Tower, Level 45, Sudirman Central Business District, Lot 10, Jalan Jenderal Sudirman, Kav. 52-53, Jakarta, Indonesia, 12190

These Google Cloud Startup Program - Referral Partner Terms (" Agreement ") is between Google LLC (" Google ") and the referring party (" Referral Partner ") accepting this agreement. This Agreement governs Referral Partner’s participation in the Google Cloud Startup Program described in these terms (the " Program "). You represent and warrant that: (i) you have full legal authority to enter into this Agreement; (ii) you have read and understand the Agreement, and (iii) you agree to the terms of the Agreement. If you do not have legal authority to enter into this Agreement or do not agree to these terms, please do not hit “submit” on the Google Cloud for Startups: Referral Partner Enrollment Form.

The Agreement is effective between Referral Partner and Google as of the date Referral Partner hits “submit” on the Google Cloud for Startups: Referral Partner Enrollment Form (“ Effective Date ”).

1. Definitions .

" Referral URL " means the URL to be provided by Google which will be used by Referral Partners to submit Eligible Referrals to Google.

" Eligible Referral " means a customer lead that meets the Program’s eligibility criteria (available upon request), for the purchase of the Services directly from Google or indirectly through a company who has been authorized by Google to resell Services under the Google Cloud Partner Advantage Program, as further described.

" Incentives " means redeemable coupons, promotion codes, or other incentives for use by the Referral Partner in promoting and marketing the Services under this Agreement.

" including " means including but not limited to.

" Referral " is a new customer lead for Services submitted by Referral Partner, via the Referral URL, to Google.

" Services " means the Google Cloud Platform Services generally sold by Google and further described here: https://cloud.google.com/terms/services , as such URL, and Services description (including branding of such services), may be updated by Google from time to time.

" Territory " is limited to the geographic regions listed at the following URL (or such alternative URL as Google may designate): https://cloud.google.com/gcp-territory-list .

2. Program Overview . In compliance with this Agreement Referral Partner will promote the Services only to Eligible Referrals whose principal place of business is located in the Territory. Google will provide Referral Partner with a Referral URL for the purpose of submitting Eligible Referrals under this Agreement. As applicable, and subject to the requirements described in these terms, Referral Partner may include on its website and in its marketing materials for the Services the Referral URL provided by Google.

3. Distribution of Referral URL and Incentives . Referral Partner will use best efforts to distribute the Referral URL and Incentives: (a) only to Eligible Referrals; and (b) only after Google has approved the distribution by providing Referral Partner with the Referral URL and any applicable Incentives. All marketing materials (including the text of email distributions, if any) must be (i) strictly consistent with any Program instructions provided by Google, (ii) compliant with the terms of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. Any e-mail distribution by Referral Partner in relation to this Program must comply with all applicable laws and regulations. At Google’s request, Referral Partner will block distribution of Referral URL and Incentives to parties as Google designates in its discretion, consistent with applicable laws.

4. Compliance . In addition to the other legal requirements in this Agreement, Referral Partner expressly agrees to comply with the following:

4.1 Anti-Bribery Laws and Reporting . Referral Partner will comply with all applicable commercial and public anti-bribery laws (" Anti-Bribery Laws "), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which 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 employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Referral Partner will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.

4.2 Export Control Laws . Referral Partner will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations maintained by the U.S. Department of State.

4.3 Acceptable Use Policy . Referral Partner will not send, post, transmit or otherwise use any Google provided content, including the Google name or the Services, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.

4.4 Certification . Referral Partner represents, warrants and certifies to Google that it will comply with all applicable laws and governmental regulations, including as described in Section 4 above.

5. Termination and Modification of Terms . Google may at any time and in its discretion: (i) modify or update the terms of the Program, this Agreement, Incentives (and their governing terms) and will make such modified or updated terms available in writing, or (ii) revoke and/or terminate Referral Partner’s participation in the Program in its entirety. If Google provides Referral Partner with an updated Referral URL, or Incentives (and applicable terms), Referral Partner agrees will begin using, and will be subject to, such updated versions no later than 30 days after receiving them.

6. Brand Features . Each party will own all right, title and interest to trade names, trademarks, service marks, logos and domain names it secures from time to time (“ Brand Feature(s) ”). Subject to the terms of the Agreement (including the following sentence), Google grants to Referral Partner a nonexclusive and non-sublicensable license during the Term to display Google’s Brand Features only to the extent Brand Features are provided by Google for use with the Program and solely for the limited purpose of promoting the Services consistent with this Agreement. Additionally, all use of Google Brand Features is at Google’s discretion and subject to Google’s then-current Brand Feature use guidelines currently located at http://www.google.com/permissions/ , as such URL may be updated from time to time by Google. Subject to the terms of the Agreement, Referral Partner grants to Google a nonexclusive and non-sublicensable license during the Term to display Referral Partner’s Brand Features solely for the purpose of marketing the Program or as otherwise agreed upon (email permitted).

7. Incentives . Google will provide Referral Partner with Incentives to offer its Eligible Referrals from time to time. Use of any applicable Incentives will be subject to the governing terms as provided by Google.

8. Google’s Communications with Referral Partner; Designated Point of Contact . Referral Partner authorizes Google to contact Referral Partner (e.g. by email or by phone) for any of the following purposes: (a) regarding the Program, including information relating to Program resources, best practices, support, or this Agreement; (b) with relevant Google Cloud promotional materials; (c) to reasonably request information from Referral Partner about Referral Partner’s business as it relates to the Program; (d) with information on closed sales for Services originating through the Referral Partner’s Referral and/or (e) as otherwise permitted under this Agreement. Referral Partners must designate a point of contact at their company as the Referral Partner Point of Contact, who will be responsible for verifying each application submitted by the Referral Partner, receiving important Program communication from Google, and coordinating with Google generally on Program management and administration.

9. Term; Termination . The duration of this Agreement will begin on the Effective Date and continue until the earlier of December 31, 2021 or the date when the Agreement is terminated by either party as provided in these terms (such duration period, the “ Term ”). Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). Upon any termination or expiration of this Agreement, all licenses and rights granted will terminate and each party will have no right to use the Brand Features of the other party. Termination notices to Google must be sent via cloud-startup-partners@google.com .

10. Confidentiality . Referral Partner may not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.

11. Indemnification . Referral Partner will defend and indemnify Google, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Referral Partner’s participation in the Program; (b) Referral Partner’s Brand Features and Google’s use of any Referral Partner content; and (c) Referral Partner’s breach of any representation or warranty in this Agreement.

12. Representations and Warranties . Referral Partner warrants that (a) Referral Partner will use all information provided by Google (including without limitation the Google Brand Features) in a manner that complies with applicable law; (b) Referral Partner will clearly and conspicuously display the text of the applicable terms for Incentives provided to Customers in accordance with this Agreement; and (c) Referral Partner will conduct all activities in furtherance of this Agreement in accordance with applicable law.

13. Governing Law . ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE 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. THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA IN RELATION TO ANY DISPUTE (CONTRACTUAL OR NON-CONTRACTUAL) CONCERNING THIS AGREEMENT.

14. Miscellaneous . All notices, unless otherwise stated in these terms, must be in writing and addressed to the attention of the other party’s Legal Department and primary point of contact. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Referral Partner will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 5, 9, 10, and 11 shall survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).