1. Training Services Terms.
1.1 Training Services. After the parties complete and execute an Order Form: (a) Google will provide the Training Services to Customer and (b) Customer may use the Training Materials in accordance with this Agreement and as specified in an Order Form. Google may subcontract obligations under the Agreement, including to an Affiliate, but will remain liable to Customer for any subcontracted obligations.
1.2 Instructor Led Training. Customer will provide reasonable access to appropriate facilities for Instructor Led Training provided at Customer’s facilities.
1.3 Online Training. Google may offer Training Services or access to Training Materials online through Training Tools. Customer and Customer’s End Users’ use of Training Tools may be subject to separate use terms. Google is not responsible for Customer’s inability to access Training Services on Training Tools due to Customer or Customer’s End Users’ violation of such use terms.
1.4 Use of Training Services. Customer must use Training Services within one (1) year of the applicable Order Form Effective Date. After one (1) year from the Order Form Effective Date, Google may invoice Customer for any unused Training Services on the Order Form. Customer will pay all Fees for Training Services on an Order Form unless an Order Form terminates for Google’s material breach or either party’s insolvency.
1.5 Rescheduling. Subject to Section 1.4 (Use of Training Services), Customer may reschedule Instructor Led Training two times if Customer cancels Instructor Led Training with written notice more than 10 business days before the scheduled start date on an Order Form. After two times, unless otherwise agreed, Google may invoice Customer for the Instructor Led Training. If Customer cancels any Instructor Led Training 10 business days or less before the scheduled start date, Google may invoice Customer in full for Fees due for the Instructor Led Training.
1.6 Training Materials. Google will provide Training Materials to Customer’s End Users in electronic or physical format. Unless otherwise authorized by Google, Customer may only share Training Materials with the number of End Users who have been authorized to receive Training Services under an Order Form. End Users may use Training Materials during the Term solely for the purpose of receiving the Training Services. Training Materials are Google Confidential Information and may not be shared with any unauthorized party. End Users may only use Training Materials provided through an online platform in connection with the End User’s access to the platform.
1.7 Personnel. Google may offer Training Services, such as technical mentorship or program management, using Personnel. Google will determine which Personnel will perform the Training Services. If Customer requests a change of Personnel and provides a reasonable and legal basis for such request, Google will use commercially reasonable efforts to replace the assigned Personnel with alternative Personnel.
2. Customer Obligations.
2.1 Consents. Customer is responsible for any consents and notices required to permit Customer’s and its End Users’ use and receipt of the Training Services.
2.2 End User Equipment. Customer is responsible for ensuring End Users have access to appropriate equipment, facilities, and networks necessary to receive the Training Services and access the Training Materials.
2.3 Compliance. Customer will (a) ensure that Customer’s and its End Users’ use of the Training Services complies with the Agreement, (b) use reasonable efforts to prevent and terminate any unauthorized access or use of the Training Services, and (c) promptly notify Google of any unauthorized use of, or access to, the Training Services of which Customer becomes aware.
2.4 Use Restrictions. Customer will not, and will not allow End Users or third parties under its control to: (a) copy, modify, or create a derivative work of the Training Services; (b) sell, resell, sublicense, transfer, or distribute the Training Services; (c) record the Training Services without Google’s prior written consent; or (d) access or use the Training Services in a manner intended to avoid incurring Fees.
2.5 Cooperation. Customer will provide reasonable and timely cooperation in connection with Google’s provision of the Training Services. Google will not be liable for a delay caused by Customer’s failure to provide Google with information, equipment, consents or access to Customer facilities, networks or systems required for Google to perform the Training Services.
3. Payment Terms.
3.1 Payment. Google will invoice Customer for the Fees. Customer will pay all invoiced amounts by the Payment Due Date. All payments are due in the currency stated in the invoice. Wire transfer payments must include the bank information stated in the invoice. Unless required by applicable law, Fees for some Training Services may be non-cancellable, as specified on an Order Form.
3.2 Taxes. Google will itemize any invoiced Taxes. Customer will pay invoiced Taxes unless Customer provides a valid tax exemption certificate. Customer may withhold Taxes if Customer provides a valid receipt evidencing the taxes withheld.
3.3 Invoice Disputes. Customer must submit any invoice disputes in good faith to [email protected] before the Payment Due Date. If the parties determine that Fees were incorrectly invoiced, Google will issue a credit equal to the agreed amount.
3.4 Overdue Payments.
a. If Customer’s payment is overdue, except for amounts subject to an Invoice Dispute submitted before the Payment Due Date, then Google may (i) 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 paid in full, and (ii) Suspend the Training Services or terminate the applicable Order Form.
b. Customer will reimburse Google for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting overdue payments except where such payments are due to Google’s billing inaccuracies.
3.5 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will provide a purchase order number in the Order Form. If Customer does not provide a purchase order number, then (a) Google will invoice Customer without a purchase order number, and (b) Customer will pay invoices without a purchase order number referenced. Any terms on a purchase order are void.
4. Intellectual Property.
4.1 Intellectual Property Rights. Except as expressly stated in Section 1.6 (Google Training Materials), the Agreement does not grant Customer any rights, implied or otherwise, to Google’s Intellectual Property. Google retains all Intellectual Property Rights in the Training Services and Training Materials.
4.2 Feedback. At its option, Customer may provide feedback and suggestions about the Training Services to Google (“Feedback”). If Customer provides Feedback, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer.
5. Confidentiality.
5.1 Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party’s Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Information. Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party’s Confidential Information (a) to its Delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 5 (Confidentiality); (b) with the Disclosing Party’s written consent; or (c) as strictly necessary to comply with Legal Process, provided the Recipient promptly notifies the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so. The Recipient will comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information.
5.2 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 it from the Disclosing Party directly. To facilitate this request, the Recipient may provide the Disclosing Party’s basic contact information to the third party.
6. Marketing and Publicity. Each party may use the other party’s Brand Features in connection with this Agreement only as permitted in the Agreement. Customer may state publicly that it is a Google customer and display Google Brand Features in accordance with the Trademark Guidelines. Google may (a) orally state that Customer is a Google customer and (b) include Customer’s name or Customer Brand Features in a list of Google customers in Google’s promotional materials. Additionally, with prior written consent, the parties may engage in joint marketing activities such as customer testimonials, announcements, press engagements, public speaking events, and analyst interviews. A party may revoke the other party’s right to use its Brand Features with 30 days’ written notice. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
7. Representations and Warranties. Each party represents and warrants that it has full power and authority to enter into the Agreement.
8. Disclaimer. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, the Training Services and Training Materials are provided “as-is” and Google: (a) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Training Materials; and (b) makes no representation about content or information accessible through the Training Services.
9. Liability.
9.1 Limited Liabilities
a. To the extent permitted by applicable law and subject to Section 9.2 (Unlimited Liabilities), Google and Google’s contractors providing Training Services will not have any Liability arising out of or relating to the Agreement for any:
(i) indirect, consequential, special, incidental, or punitive damages or
(ii) lost revenues, profits, savings, or goodwill.
b. Google's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid to Google under the applicable Order Form.
9.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:
a. death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;
b. its fraud or fraudulent misrepresentation;
c. its infringement of the other party’s Intellectual Property Rights;
d. its payment obligations under the Agreement; or
e. matters for which liability cannot be excluded or limited under applicable law.
10. Term and Termination.
10.1 Agreement Term. The Agreement will remain in effect for the Term unless it expires or is terminated in accordance with the Agreement.
10.2 Termination for Breach.
a. Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of the Order Form and fails to cure that breach within 30 days after receipt of written notice.
b. Termination of All Order Forms. Either party may terminate all effective Order Forms under the Agreement if the other party: (a) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; (b) ceases its business operations; or (c) to the extent permitted by applicable law, becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.
10.3 Effects of Termination. Except as described in Section 10.2(b) (Termination of All Order Forms), the termination or expiration of one Order Form will not affect other Order Forms. If an Order Form terminates or expires, then:
a. Effect on Training Services. The rights under the Agreement granted by one party to the other regarding the Training Services will cease immediately except as described in this Section 10.3 (Effects of Termination); and Google will stop work on the Training Services; and
b. Effect on Payment. Customer will pay for: (i) Training Services, including work-in-progress, performed before the effective date of termination or expiration and (ii) any remaining non-cancellable Fees. Google will send Customer a final invoice for payment obligations under the Order Form.
c. Survival. The following Sections will survive expiration or termination of the Agreement: Section 3 (Payment Terms), Section 4 (Intellectual Property), Section 5 (Confidentiality), Section 8 (Disclaimer), Section 9 (Liability), Section 10.3 (Effects of Termination), Section 11 (Miscellaneous), and Section 12 (Definitions).
11. Miscellaneous.
11.1 Notices. Google will provide notice to Customer by sending an email to the Notification Email Address. Customer will provide notice to Google by sending an email to [email protected]. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
11.2 Emails. Under this Agreement, the parties may use emails to satisfy written approval and consent requirements.
11.3 Assignment. Neither party may assign the Agreement without the written consent of the other, except Google may assign the Agreement to an Affiliate where: (a) the Affiliate will be responsible for Google’s obligations under the Agreement; and (b) Google has notified the Customer of the assignment. Any other attempt to assign is void.
11.4 Change of Control. If a party experiences a change of Control other than an internal restructuring or reorganization: (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate the Agreement any time within 30 days after it receives that written notice.
11.5 Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, terrorism, riots, or war.
11.6 No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.
11.7 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.
11.8 Severability. If part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
11.9 No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.
11.10 Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief.
11.11 Governing Law. All claims arising out of or relating to the Agreement or the Training Services will be governed by California law, excluding that state’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California; the parties consent to personal jurisdiction in those courts.
11.12 Amendments. Except as specifically stated otherwise in the Agreement, any amendment to the Agreement will be in writing, expressly state that it is amending the Agreement, and be signed by both parties.
11.13 Independent Development. Nothing in the Agreement will be construed to limit or restrict Google from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of the Agreement, provided that Google does not breach its obligations under the Agreement in doing so.
11.14 Entire Agreement. The Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties, relating to the subject matter of this Agreement. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. Except as expressly provided for in the Agreement, nothing in the Agreement grants any right for Customer to use materials, products or services that are made available to Google customers under a separate license or agreement.
11.15 Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order: the applicable Order Form and the Agreement.
11.16 Conflicting Languages. If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will control.
11.17 Counterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
11.18 Electronic Signatures. The parties consent to electronic signatures.
11.19 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
12. Definitions.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
“Brand Features” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features.
“Confidential Information” means information that one party (or an Affiliate) (“Disclosing Party”) discloses to the other party (“Recipient”) under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the recipient.
“Control” means control of greater than 50% of the voting rights or equity interests of a party.
“Customer” means the entity purchasing Training Services from Google as identified on an applicable Order Form.
“Delegates” means the Recipient’s employees, Affiliates, agents, or professional advisors.
“Effective Date” means the date of the last party’s signature on an Order Form incorporating the Agreement.
“End User” means an individual that Customer enables to receive the Training Services under this Agreement.
“Fees” means the applicable fees for the Training Services stated on the applicable Order Form.
“Google” means the Google entity identified in the applicable Order Form.
“including” means including but not limited to.
“Instructor Led Training” means Training Services delivered as live instruction by Google or third party personnel. Instructor Led Training may be delivered in person or remotely.
“Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right.
“Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
“Notification Email Address” means the email address(es) designated by Customer in the applicable Order Form.
“Order Form” means an order form or other document issued by Google, including data sheets associated with Services described in the order form, and executed by Customer and Google specifying the Training Services Google will provide to Customer.
“Payment Due Date” means 30 days from the invoice date in the applicable Order Form.
“Personnel” means Google’s and Google’s Affiliates’ employees and subcontractors.
“Training Materials” means courseware, materials or content made available to Customer by Google or third parties on behalf of Google for use in connection with the Training Services.
“Training Services” means education and training services for individuals or groups of users related to Google Cloud products and services, as more fully described in an applicable Order Form.
“Suspend” or “Suspension” means disabling access to or use of the Training Services or components of the Training Services.
“Taxes” means all government-imposed taxes, except for taxes based on Google’s net income, net worth, asset value, property value, or employment.
“Term” means the period starting on the Effective Date and continuing until the earlier of termination, expiration or completion of the provision of Training Services under an Order Form.
“Trademark Guidelines” means Google’s Brand Terms and Conditions, located at: https://www.google.com/permissions/trademark/brand-terms.html.
“Training Tools” means Google or third party platforms or communication tools, such as online forums, email or video conferencing.
13. Regional 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 - Australia
A new Section 8A is added as follows:
8A. This Section 8A 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 9.1(b) (Limited Liability) is replaced with the following:
b. Google's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the greater of: (a) Fees Customer paid to Google under the applicable Order Form, and (b) $AUD1000.
Section 11.11 (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 11.14 (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.”
