522-2 - Blizzard Ex. A - Settlement and Release

Case 3:21-cv-05227-JD Document 522-2 Filed 12/18/23 Page 1 of 68
EXHIBIT A
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION
IN RE GOOGLE PLAY STORE Case No. 3:21-md-02981-JD

ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO: SETTLEMENT AGREEMENT AND RELEASE

In re Google Play Consumer Antitrust Judge: Hon. James Donato
Litigation, Case No. 3:20-cv-05761-JD Courtroom: 11, 19th Floor, 450 Golden Gate Ave,
San Francisco, California, 94102
State of Utah et al. v. Google LLC et al.,
Case No. 3:21-cv-05227-JD
Settlement Agreement and Release
The Parties, by and through their respective counsel, in consideration for and subject to
the promises, terms, and conditions contained in this Settlement Agreement, hereby warrant,
represent, acknowledge, covenant, stipulate and agree, subject to Court approval pursuant to
applicable federal and state law, as follows:
1. Definitions
As used herein the following terms have the meanings set forth below:
1.1 “Actions” mean the State AG Action and the Consumer Action.
1.2 “Affiliates,” with respect to a Party, shall mean (i) all entities now or in the future
controlling, controlled by or under common control with that party; (ii) all entities in the past
controlling, controlled by or under common control with that party, for the period of time that
such control exists or existed; and (iii) predecessors, successors or successors in interest thereof,
including all entities formed or acquired by that party in the future that come to be controlled by
that party. For purposes of this definition, “control” means possession directly or indirectly of the
power to direct or cause the direction of management or policies of a company or entity through
the ownership of voting securities, contract, or otherwise, and “entities” includes all persons,
companies, partnerships, corporations, associations, organizations, and other entities.
1.3 “Android” means the Android operating system source code as published through
the Android Open Source Project.
1.4 “Android-compatible” means a device (i) based on Android that (ii) complies
with the Compatibility Definition Document and (iii) that passes the Compatibility Test Suite, as
published and updated by Google from time to time through the Android Open Source Project.
1.5 “Attorneys’ Fees and Expenses” means any attorneys’ fees, costs, and expenses of
any kind or description incurred by the States or Consumer Counsel or other attorneys, experts,
consultants, or agents of the Plaintiffs or Eligible Consumers.
1.6 “Claims” means any claims, counterclaims, set-offs, demands, actions, rights,
liabilities, costs, debts, expenses, attorneys’ fees, damages, and/or causes of action of any type,
including claims arising under federal or State antitrust, unfair competition or consumer
protection laws, or State common or equitable law that were asserted, could have been asserted,
known or unknown, against the Released Parties, that have accrued as of the Effective Date or
that accrue no later than seven years after the Effective Date, arising from any of the facts,
matters, transactions, events, occurrences, acts, disclosures, statements, omissions, or failures to
act set forth or alleged in the Actions, whether brought as direct claims, representative claims,
class claims, or parens patriae claims on behalf of the States or any other person or entity that
the States represent. For the avoidance of doubt “Claims” includes, and this Settlement
Agreement releases, only claims that arise from an identical factual predicate or claims made in
any complaint filed in the Actions.
1.7 “Consumer Action” means In re Google Play Consumer Antitrust Litigation, Case
No. 3:20-cv-05761-JD, pending in the Northern District of California, coordinated with other
actions as part of MDL No. 2981, and previously captioned Carr v. Google LLC, as well as any
actions consolidated by the Court with In re Google Play Consumer Antitrust Litigation.
1.8 “Consumer Counsel” means the law firms of Bartlit Beck LLP; Kaplan Fox &
Kilsheimer LLP; Cotchett, Pitre & McCarthy, LLP; Korein Tillery LLC; Milberg Coleman
Bryson, Phillips Grossman, PLLC; and Pritzker Levine LLP which have any and all authority
and capacity necessary to execute this Settlement Agreement and bind all of the Individual
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Plaintiffs who have not personally signed this Settlement Agreement, as if each of those
individuals had personally executed this Settlement Agreement.
1.9 “Consumer Plaintiffs” means the plaintiffs in the Consumer Action.
1.10 “Court” means The United States District Court for the Northern District of
California.
1.11 “Default Sideloading Flow” means the following three screens in Android
versions prior to the Revised Sideloading Implementation Date: (1) the pop-up with the default
text “For your security, your phone currently isn’t allowed to install unknown apps from this
source. You can change this in Settings,” which appears if a source that has not been enabled for
sideloading attempts to install an app, (2) the subsequent “Install unknown apps” screen that
allows the user to enable sideloading from the specified source, and (3) the confirmation screen
with the default language “Do you want to install this app?”.
1.12 “Defense Counsel” means the law firms of Munger, Tolles & Olson LLP;
Morgan, Lewis & Bockius LLP; Hogan Lovells; and Kwun Bhansali Lazarus LLP.
1.13 “Distribution Plan” means the plan or method of allocation of the Settlement Fund
among Settlement Consumers. The Distribution Plan will be submitted to the District Court
separately from the Settlement Agreement and is not part of this Settlement Agreement.
1.14 “Effective Date” means the first business day after which all of the following
events and conditions of this Settlement Agreement have been met or occurred:
1.14.1 Google, the States, and Individual Plaintiffs have executed this Settlement
Agreement; and
1.14.2 The Final Approval Order has become a final, non-appealable judgment
approving the Settlement Agreement in all respects and is no longer subject to review,
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reconsideration, rehearing, appeal, petition for permission to appeal, petition for writ of
certiorari, or any other appellate review of any kind.
1.15 “Eligible Consumers” means individuals whose legal address in their Google
payments profile was in one of the States when they purchased an app from Google Play or made
an in-app purchase (including subscriptions) through Google Play Billing from August 16, 2016
through September 30, 2023.
1.16 “Final Approval Order” means a final judgment and order entered by the Court
approving the Settlement Agreement and dismissing the Actions with prejudice and without the
award of fees and/or costs (except as specified in this Settlement Agreement).
1.17 “Final Judgment” means a final judgment and dismissal of the Actions with
prejudice.
1.18 “Forms of Notice” means any material that will be sent or disseminated to
Eligible Consumers by the Settlement Administrator to notify Eligible Consumers of this
Settlement, the process for receiving payments or submitting claims, and how to opt out of to the
Settlement, including but not limited to the Notice, Summary Notice, the Settlement Website and
the domain name for the Settlement Website, the content of any media, social media, or
advertising campaign, and the script of any outbound telephone notice.
1.19 “Google” means Google LLC, Google Ireland Limited, Google Commerce
Limited, Google Asia Pacific Pte. Limited, and Google Payment Corp.
1.20 “Google Play” means the Google Play store or any successor Google app store for
Mobile Devices in the United States.
1.21 “ICP” means the Independent Compliance Professional as identified in Section
7.1.
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1.22 “ICP Staff” means any personnel retained by the ICP subject to Section 7.3.1.
1.23 “Individual Plaintiffs” means all individual consumers who have pending claims
against Google in MDL No. 2981, including Matthew Atkinson, Mary Carr, Daniel Egerter, Alex
Iwamoto, Serina Moglia, and Zachary Palmer.
1.24 “Joining States” mean the following states, commonwealths, and territories of the
United States, by and through their Attorneys General, in their sovereign capacity and as parens
patriae on behalf of Eligible Consumers in such states, commonwealths, and territories:
Alabama, Georgia, Hawaii, Illinois, Kansas, Maine, Michigan, Ohio, Pennsylvania, South
Carolina, Wisconsin, Wyoming, Puerto Rico, and the U.S. Virgin Islands.
1.25 “Leadership Committee of the States” means California, North Carolina, New
York, Tennessee, and Utah.
1.26 “Mobile Device” means Android-compatible smartphones and tablets sold in the
United States, and no other types of devices.
1.27 “Motion for Approval of Notice” means the motion asking this Court to issue an
Order authorizing the States to issue notice and preliminarily approve the Settlement.
1.28 “Notice” means the notice of this Settlement Agreement, which Plaintiffs will
draft in consultation with Google, to be attached as an exhibit to the Motion for Approval of
Notice and disseminated to Eligible Consumers in accordance with this Settlement Agreement.
1.29 “Notice Approval Order” means an order authorizing the States to issue notice of
the Settlement to Eligible Consumers, preliminarily approving the Settlement Agreement, and
preliminarily approving a proposed disposition of the Settlement Fund.
1.30 “Notice Date” means the date set forth in the Notice Approval Order for
commencing the transmission of the Summary Notice.
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1.31 “Original States” means the following states, commonwealths, and districts of the
United States, by and through their Attorneys General, in their sovereign capacity and as parens
patriae on behalf of Eligible Consumers in such states, commonwealths, and districts: Alaska,
Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Idaho, Indiana, Iowa,
Kentucky, Louisiana, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Montana,
Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina,
North Dakota, Oklahoma, Oregon, Rhode Island, South Dakota, Tennessee, Texas, Virginia,
Vermont, Utah, Washington, West Virginia, and the District of Columbia.
1.32 “Parties” means Google, the States, and the Individual Plaintiffs.
1.33 “Plaintiffs” means the States and the Individual Plaintiffs.
1.34 “Potentially Interested Party” means a mobile OS provider, app store, company
facilitating digital transactions regardless of platform, company providing billing services for
digital transactions, mobile OEM, mobile carrier, or mobile app developer.
1.35 “Released Claims” means the claims defined under Section 11 of this Settlement
Agreement.
1.36 “Released Parties” means (a) Alphabet Inc. and Google; (b) the past, present, and
future parents, subsidiaries, Affiliates, divisions, joint ventures, licensees, or franchisees of the
entities in part (a) of this paragraph; (c) the past, present, and future shareholders, officers,
directors, members, agents, employees, independent contractors, consultants, administrators,
representatives, fiduciaries, insurers, predecessors, successors, and assigns of any of the entities
in parts (a) - (b) of this paragraph.
1.37 “Revised Default Sideloading Flow” means the Default Sideloading Flow as
modified on or after the Revised Sideloading Implementation Date. For the avoidance of doubt,
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the Revised Default Sideloading Flow does not encompass (1) an OEM’s changes or
modifications to Android’s sideloading flow, (2) security warnings provided by a web browser
vendor in connection with the download of executable files, (3) Google Play Protect, or
(4) sideloading restrictions or warnings for consumers who have chosen to enroll in the
Advanced Protection Program.
1.38 “Revised Sideloading Implementation Date” means the date that is the earlier of:
(1) the date Google releases a new version (other than a pre-release or beta version) of Android
that implements the revisions to the Default Sideloading Flow specified in Section 6.10 and
(2) the release date of the first major version (other than a pre-release or beta version) of Android
that is released six (6) months or more after the Effective Date.
1.39 “Settlement” or “Settlement Agreement” means the settlement agreement and
release described in this document.
1.40 “Settlement Administrator” means a firm appointed by the Court, which shall
provide settlement notice and administration services pursuant to the terms of this Settlement
Agreement.
1.41 “Settlement Consumers” means and includes every Eligible Consumer who does
not validly and timely request exclusion (“opt out”) from the Settlement.
1.42 “Settlement Fund” means the fund established as described in Section 5.3.
1.43 “Settlement Fund Escrow Account” means an escrow account established, in
consultation with Google, pursuant to Court order and held in a qualified settlement fund, as
defined in Treasury Regulation § 1.468B-1 et seq., in a bank account deposit with a commercial
bank with excess capital exceeding $1,000,000,000, with a rating of “A” or higher by S&P.
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1.44 “Settlement Website” means a website created and maintained by the Settlement
Administrator for the purpose of providing Eligible Consumers with notice of the Settlement.
1.45 “State AG Action” means State of Utah v. Google LLC, Case No. 3:21-cv-05227-
JD, pending in the Northern District of California, coordinated with other actions as part of MDL
No. 2981.
1.46 “State” means any one of the individual states, commonwealths, territories, or
districts listed in Section 1.47.
1.47 “States” mean the following states, commonwealths, territories, and districts of
the United States, by and through their Attorneys General, in their sovereign capacity and as
parens patriae on behalf of Eligible Consumers in such states, commonwealths, territories, and
districts: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska,
Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota,
Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota,
Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming,
the District of Columbia, Puerto Rico, and the U.S. Virgin Islands.
1.48 “States’ Monetary Fund” means the fund established as described in Section 5.5.
1.49 “States’ Monetary Fund Escrow Account” means an escrow account established,
in consultation with Google, pursuant to Court order and held in a qualified settlement fund, as
defined in Treasury Regulation § 1.468B-1 et seq., in a bank account deposit with a commercial
bank with excess capital exceeding $1,000,000,000, with a rating of “A” or higher by S&P.
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1.50 “Summary Notice” means a summary of the Notice, which Plaintiffs will draft in
consultation with Google, that is sent to Eligible Consumers by electronic mail and/or other
means approved by the Court and that provides instructions for accessing the Settlement Website
and contacting the Settlement Administrator.
1.51 “User” means Mobile Device users in the United States.
2. Recitals
This Settlement Agreement is made for the following purposes and with reference to the
following facts:
2.1 On August 16, 2020, Mary Carr brought a case on behalf of Consumer Plaintiffs.
On October 21, 2020, Consumer Plaintiffs filed a Consolidated Class Action Complaint, and
subsequently amended their complaint on August 30, 2021 and December 20, 2021. Consumer
Plaintiffs’ operative complaint alleges that Google monopolized an alleged Android app
distribution market in violation of 15 U.S.C. § 2; engaged in unreasonable restraints of trade with
respect to OEMs and app developers concerning the alleged Android app distribution market in
violation of 15 U.S.C. § 1; monopolized an alleged Android in-app aftermarket in violation of 15
U.S.C § 2; engaged in unreasonable restraints of trade in an alleged Android in-app aftermarket
in violation of 15 U.S.C § 1; unlawfully tied Google Play Billing to the use of Google Play in
violation of 15 U.S.C. § 1; engaged in unreasonable restraints of trade with respect to OEMs and
app developers concerning the alleged Android app distribution market in violation of the
California Cartwright Act, Cal. Bus. & Prof. Code Sections 16700 et seq.; engaged in
unreasonable restraints of trade in an alleged Android in-app aftermarket in violation of the
California Cartwright Act, Cal. Bus. & Prof. Code Sections 16700 et seq; unlawfully tied Google
Play Billing to the use of Google Play in violation of the California Cartwright Act, Cal. Bus. &
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Prof. Code Sections 16700 et seq.; engaged in unlawful, unfair, and deceptive business acts and
practices violating the California Unfair Competition Law, Cal. Bus. & Prof. Code Section
17200 et seq.
2.2 On July 7, 2021, the Original States (except for Louisiana and Texas) filed a
Complaint on behalf of themselves and as parens patriae on behalf of consumers in their
respective states alleging that Google monopolized the alleged Android app distribution market
in violation of 15 U.S.C. § 2; engaged in unreasonable restraints of trade with respect to OEMs
and app developers concerning the alleged Android app distribution market in violation of 15
U.S.C. § 1; unlawfully tied Google Play Billing to the use of Google Play in violation of 15
U.S.C. § 1; monopolized the alleged in-app payment processing market in violation of 15 U.S.C
§ 2; engaged in unreasonable restraints of trade in the alleged in-app payment processing market
in violation of 15 U.S.C § 1; engaged in unlawful exclusive dealing in the alleged in-app
payment processing market in violation 15 U.S.C. § 1; violated various state antitrust, unfair
competition, and consumer protection laws based on the same conduct that formed the basis of
their federal antitrust law claims and/or alleged false or misleading statements or other allegedly
deceptive conduct. The Original States’ Complaint sought damages, penalties, and injunctive
relief. The Original States (including Louisiana and Texas) filed an amended complaint on
November 1, 2021 alleging substantially similar claims, but also adding state antitrust and
consumer protection claims under Louisiana and Texas law.
2.3 On May 26, 2022, Consumer Plaintiffs moved to certify a class of consumers in
17 states and territories that were not represented by the Original States. Google opposed the
motion. On November 28, 2022, the Court certified a damages class of consumers in the 17
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states and territories not represented by the Original States, but subsequently decertified the class
on September 13, 2023.
2.4 After the Court indicated it would decertify the class, the Joining States decided to
join this Settlement Agreement.
2.5 Google disputes the claims alleged in the Actions and believes it has strong
defenses to these claims. The Settlement is not an admission of wrongdoing, fault, liability, or
damage of any kind. Google disputes that Plaintiffs’ claims have merit and that Plaintiffs, or
Eligible Consumers, would be entitled to any relief.
2.6 Plaintiffs believe that the claims asserted in their respective Actions have merit
and have examined and considered the benefits to be obtained under this Settlement, the risks
associated with the continued prosecution of this complex and potentially time-consuming
litigation, and the likelihood of ultimate success on the merits, and have concluded that the
Settlement is fair, adequate, reasonable, and in their best interest and the best interests of Eligible
Consumers.
3. Confidentiality
3.1 The Parties must comply with all portions of the Stipulated Third Amended
Protective Order, ECF No. 249 (May 25, 2022), and any other operative protective orders
entered in these Actions, including but not limited to Section 15 of the Stipulated Third
Amended Protective Order, ECF No. 249 (May 25, 2022), which requires the return, destruction,
or deletion of Protected Materials (as defined in that order), subject to archival copies as defined
in paragraph 15 of the Stipulated Third Amended Protective Order, ECF No. 249 (May 25,
2022). For avoidance of doubt, under the Stipulated Third Amended Protective Order, ECF No.
249 (May 25, 2022), “final disposition of the action” refers to the final disposition of all member
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cases in MDL No. 2981, In re Google Play Store Antitrust Litigation, No. 21-md-2981-JD.
Notwithstanding the above, the Leadership Committee of the States and Consumer Counsel will
comply with, and ensure compliance by Plaintiffs with, Section 15 of the Stipulated Third
Amended Protective Order, ECF No. 249 (May 25, 2022), including the 60-day destruction and
certification requirements, after the Effective Date.
3.2 Except as disclosed in the parties’ Stipulation With Proposed Order Re Deadlines
in Consumers’ and States’ Actions in Light of Tentative Settlement, ECF No. 596 (September 5,
2023), or as agreed to by the Parties in writing, this Settlement Agreement and its terms shall
remain confidential until the Motion for Approval of Notice is filed with the Court. Before the
filing of that motion, the States, Consumer Counsel, and Defense Counsel may disclose this
Settlement Agreement and its terms only to their respective clients and their respective experts,
who will also maintain the confidentiality of this Settlement Agreement and its terms.
4. Amendment of Complaint in State AG Action
4.1 In connection with the filing of this Settlement Agreement, the States shall seek
approval from the Court to file an amended complaint that includes all of the parties identified in
Section 1.47. The amended complaint will track the allegations and claims of the existing
operative complaint in the State AG Action, except that it will add the Joining States as
plaintiffs, will add parallel federal claims for the Joining States, and may include state law claims
for some or all of the Joining States that are parallel to the claims asserted by the Original States.
Seven (7) days prior to filing the amended complaint with the Court, the States shall provide a
copy to Google. The States agree to stipulate to suspend any deadline to answer the amended
complaint.
5. Monetary Consideration
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5.1 In consideration of the releases and dismissals set forth in this Settlement
Agreement, Google agrees to establish:
5.1.1 As described in Section 5.3, a Settlement Fund in the total amount of
$630,000,000 to settle claims of the Settlement Consumers. The Settlement Fund is being paid
as compensatory restitution in order to settle, in whole or in part, the damages claims of
Settlement Consumers. Pursuant to Section 5.4.1, notice and claims administration costs, taxes,
any award of Consumer Counsel Attorneys’ Fees and Expenses, or other payments authorized by
the Court shall be paid from the Settlement Fund.
5.1.2 A States’ Monetary Fund in the total amount of $70,000,000, as described
in Section 5.5, to be distributed directly to the States to settle claims asserted by each State in its
sovereign capacity.
5.2 Google’s total financial commitment under this Settlement Agreement
shall be $700,000,000 and shall not exceed that sum for any reason including Attorneys’ Fees
and Expenses, litigation costs, costs of settlement administration and notice, any pre-suit or post-
suit investigation costs, or taxes (e.g., taxes on interest generated by the Settlement Fund or the
States’ Monetary Fund). No portion of the Settlement Fund or the States’ Monetary Fund shall
revert to or be refunded to Google after the Effective Date.
5.3 Settlement Fund: Google shall establish a Settlement Fund as follows:
5.3.1 Within fifteen (15) days after the later of (a) entry of the Notice Approval
Order or (b) receipt of detailed wire instructions and completed IRS Form W-9, including an
address and tax ID number, Google shall transfer $1,000,000 into the Settlement Fund Escrow
Account for settlement notice and administration.
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5.3.2 Within forty-five (45) days after the entry of the Notice Approval Order,
Google shall transfer the additional sum of $629,000,000 into the Settlement Fund Escrow
Account.
5.3.3 All interest on the funds in the Settlement Fund Escrow Account shall
accrue to the benefit of Settlement Consumers, except as specified in Section 5.3.8. Any interest
shall not be subject to withholding and shall, if required, be reported appropriately to the Internal
Revenue Service by the escrow agent. The Settlement Fund Escrow Account is responsible for
the payment of all taxes.
5.3.4 The funds in the Settlement Fund Escrow Account shall be deemed a
“qualified settlement fund” within the meaning of Treasury Regulation § 1.468B-1 et seq. at all
times after the creation of the Settlement Fund Escrow Account. All taxes shall be paid out of the
Settlement Fund Escrow Account. Google, Defense Counsel, and Plaintiffs shall have no liability
or responsibility for any of the taxes. The Settlement Fund Escrow Account shall indemnify and
hold Google, Defense Counsel, and Plaintiffs harmless for all taxes (including, without
limitation, taxes payable by reason of any such indemnification). For avoidance of doubt, the
States take no position on Google’s tax liabilities.
5.3.5 The Settlement Administrator or an accountant jointly selected by the
Parties shall timely and properly file all informational and other tax returns necessary or
advisable with respect to the Settlement Fund (including, without limitation, the returns
described in Treasury Regulation § 1.468B-2(k)). Such returns (as well as the election described
in the previous paragraph) shall be consistent with this paragraph and in all events shall reflect
that all taxes (including the taxes, any estimated taxes, interest, or penalties) on the income
earned by the Settlement Fund shall be paid out of the Settlement Fund as provided herein.
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5.3.6 Within ten (10) days after the later of the Effective Date or Court approval
of the Distribution Plan, the States will direct the Settlement Administrator to distribute funds
from the Settlement Fund in accordance with the Distribution Plan and the States’ instructions.
The Settlement Administrator shall not disburse any portion of the Settlement Fund except as
provided in the Distribution Agreement or by order of the Court.
5.3.7 All funds held in the Settlement Fund Escrow Account shall be deemed
and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of
the Court, until such time as such funds shall be distributed pursuant to the Distribution
Agreement or further order of the Court.
5.3.8 Refund Upon Termination. In the event that the Court does not enter the
Final Approval Order and Final Judgment or if for any other reason final approval of the
Settlement does not occur, is successfully objected to, or successfully challenged on appeal, or
the Effective Date is not reached, the remaining Settlement Fund (including accrued interest),
less (a) any administration or notice expenses actually incurred, and (b) any amounts and taxes
incurred or due and owing and payable from the Settlement Fund in accordance with this
Settlement Agreement, shall be refunded to Google.
5.4 Distribution to Settlement Consumers:
5.4.1 After disbursement of any amounts for notice and claims administration
costs, taxes, any award of Consumer Counsel Attorneys’ Fees and Expenses, or other payments
authorized by the Court, all remaining funds in the Settlement Fund shall be distributed
according to a Court-approved Distribution Plan, for the benefit of Settlement Consumers.
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5.4.2 The Distribution Plan shall be submitted to the Court for approval with the
Motion for Approval of Notice. Plaintiffs shall develop the Distribution Plan in consultation
with Google.
5.4.3 The Distribution Plan shall not violate any term of this Settlement
Agreement. The terms of this Settlement Agreement shall control in the event there are any
conflicting terms in the Distribution Plan.
5.4.4 The Parties agree and understand that any proposed Distribution Plan is to
be considered by the Court separate from the Court’s consideration of the fairness,
reasonableness and adequacy of the settlement set forth in the Settlement Agreement and any
order or proceedings relating to the Distribution Plan shall not operate to terminate or cancel the
Settlement Agreement or affect the finality of the Final Approval Order, or any other orders
entered pursuant to the Settlement Agreement, provided that Google’s total financial
commitment under this Settlement Agreement shall be $700,000,000.
5.5 States’ Monetary Fund: Google shall establish a States’ Monetary Fund as
follows:
5.5.1 Within forty-five (45) days after the later of (a) entry of the Notice
Approval Order, or (b) receipt of detailed wire instructions and completed IRS Form W-9,
including an address and tax ID number, Google shall transfer $70,000,000 into the States’
Monetary Fund Escrow Account.
5.5.2 All interest on the funds in the States’ Monetary Fund Escrow Account
shall accrue to the benefit of the States. Any interest shall not be subject to withholding and
shall, if required, be reported appropriately to the Internal Revenue Service by the escrow agent.
The States’ Monetary Fund Escrow Account is responsible for the payment of all taxes.
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5.5.3 The funds in the States’ Monetary Fund Escrow Account shall be deemed
a “qualified settlement fund” within the meaning of Treasury Regulation § 1.468B-1 et seq. at all
times after the creation of the States’ Monetary Fund Escrow Account. All taxes shall be paid out
of the States’ Monetary Fund Escrow Account. Google, Defense Counsel, and Plaintiffs shall
have no liability or responsibility for any of the taxes. The States’ Monetary Fund Escrow
Account shall indemnify and hold Google, Defense Counsel, and Plaintiffs harmless for all taxes
(including, without limitation, taxes payable by reason of any such indemnification). For
avoidance of doubt, the States take no position on Google’s tax liabilities.
5.5.4 An accountant jointly selected by the Parties shall timely and properly file
all informational and other tax returns necessary or advisable with respect to the States’
Monetary Fund (including, without limitation, the returns described in Treasury Regulation §
1.468B-2(k)). Such returns (as well as the election described in the previous paragraph) shall be
consistent with this paragraph and in all events shall reflect that all taxes (including the taxes,
any estimated taxes, interest, or penalties) on the income earned by the States’ Monetary Fund
shall be paid out of the States’ Monetary Fund as provided herein.
5.5.5 No disbursement of any portion of the States’ Monetary Fund shall be
made until after the Effective Date.
5.5.6 All funds held by the States’ Monetary Fund Escrow Account shall be
deemed and considered to be in custodia legis of the Court, and shall remain subject to the
jurisdiction of the Court, until such time as such funds shall be distributed pursuant Section
5.5.5.
5.5.7 Refund Upon Termination. In the event that the Court does not enter the
Final Approval Order and Final Judgment or if for any other reason final approval of the
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Settlement does not occur, is successfully objected to, or successfully challenged on appeal, or
the Effective Date is not reached, the States’ Monetary Fund (including accrued interest), less
any amounts and taxes incurred or due and owing and payable from the States’ Monetary Fund
in accordance with this Settlement Agreement, shall be refunded to Google.
5.6 The monetary payment to the States shall be apportioned among the States
at their sole discretion. The payment may be used for any one or more of the following
purposes, by the States’ Attorneys General as they, in their sole discretion, see fit:
5.6.1 antitrust or consumer protection law enforcement;
5.6.2 deposit into a state antitrust or consumer protection account (e.g.,
revolving account, trust account), for use in accordance with the state laws governing that
account;
5.6.3 deposit into a fund exclusively dedicated to assisting state attorneys
general enforce the antitrust laws by defraying the costs of a) experts, economists, and
consultants in multistate antitrust investigations and litigation, b) training or continuing
education in antitrust for attorneys in state attorney general offices, or c) information
management systems used in multistate antitrust investigations and litigation;
5.6.4 payment of States’ Attorneys’ Fees and Expenses;
5.6.5 or for any other purpose as the attorneys general deem appropriate,
consistent with the various states’ laws.
6. Commitments
6.1 In consideration of the releases and dismissals set forth in this Settlement
Agreement, Google makes the following commitments.
6.2 App Distribution on Android
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6.2.1 For a period of at least seven (7) years from the Effective Date, Google
shall continue to technically enable Android to allow the installation of third-party apps on
Mobile Devices through means other than Google Play, including through third party app stores,
provided that Google may implement reasonable restrictions that are tailored to protect user
privacy, security and/or safety.
6.3 User Choice Billing in the United States
6.3.1 For a period of at least five (5) years from the Effective Date, subject to
program guidelines (or other comparable UCB requirements), Google will give developers that
choose to sell in-app digital goods and services the option to add an alternative in-app billing
system alongside Google Play’s billing system for their Users. At checkout, Users will be able to
choose which in-app billing system to use. Specifically:
(a) Developers can offer an alternative in-app billing option to Users
next to Google Play’s billing system;
(b) Developers can encourage Users to choose their billing service
through offering different pricing or promotion options (e.g.
discounts);
(c) Developers’ alternative billing service will need to meet Google’s
minimum requirements and user experience guidelines (or other
comparable UCB requirements) tailored to protect Users (e.g.,
privacy, security and/or safety);
(d) Users choose which billing option to use via a neutral choice
screen as described in Google’s minimum requirements and user
experience guidelines or other comparable UCB requirements.
19
6.3.2 If Google chooses to impose a service fee based on purchases made
through an alternative billing service, it will require from developers the minimum amount of
data necessary to support the offering of an alternative billing system and for collection of its
service fee. Google will not use this data for purposes of competing with those developers’ apps.
6.4 Price Parity Provisions
6.4.1 For a period of at least five (5) years from the Effective Date, Google will
not enter into any new agreement or enforce any provision of any existing agreement that
commits a developer that distributes apps to Mobile Devices through Google Play to set prices
for in-app purchases of digital goods and services sold using Google Play’s billing system at a
level that is equal to or more favorable than prices set for digital goods and services sold using
other in-app billing systems or means of digital distribution on Mobile Devices.
6.5 Title Launch and Feature Parity Provisions
6.5.1 For a period of at least four (4) years from the Effective Date, Google will
not enter into any new agreement or enforce any provision of any existing agreement that
commits a developer to:
(a) Launch their titles on Google Play for Users at the same time or
earlier than any other app store for Mobile Devices, or;
(b) Offer their titles on Google Play for Users with the same or better
features as compared to any other app store for Mobile Devices.
6.5.2 Notwithstanding this commitment, Google may enter into an agreement
with a developer that contains these types of provisions:
(a) on an app-by-app basis; and/or
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(b) after two (2) years from the Effective Date, if such provisions
concern alternative app stores owned or controlled by a company
with annual revenues exceeding $100 billion.
6.6 OEM Deals with Preload Exclusivity or Home Screen Exclusivity for Play
6.6.1 For a period of at least five (5) years from the Effective Date, Google will
not enter into any new agreement or enforce any provision of any existing agreement with the
purpose or effect of securing preload exclusivity or home screen exclusivity of Google Play on a
Mobile Device.
6.7 Installer Rights
not enter into any new agreement or enforce any provision in an existing agreement under which
an OEM would be prevented from granting installer rights (i.e. the INSTALL_PACKAGES
permission) to preloaded applications on their Mobile Devices, whether with or without
Google’s consent; provided, however, that Google may take reasonable steps that are tailored to
protect user privacy or security.
6.7.2 For avoidance of doubt:
(a) This provision does not prevent Google from enforcing generally
applicable policies relating to content and functionality (e.g.,
inappropriate or illegal content, gambling and crypto mining
functionality).
(b) Google may adopt neutral user experience requirements that apply
to all pre-installed app stores (including Google Play) so long as
the purpose of those requirements is to protect the user experience
21
and the requirements are not designed to disadvantage other app
stores.
6.8 OEM Preload of Third-Party App Stores
6.8.1 For a period of at least five (5) years from the Effective Date, Google shall
not require its “consent” before an OEM preloads a third-party app store on a Mobile Device;
provided, however, that Google may take reasonable steps that are tailored to protect user
privacy or security. Google shall not reject a Mobile Device build on the basis of an OEM’s
inclusion of a third-party app store on the Mobile Device.
6.8.2 For avoidance of doubt:
(a) This provision does not prevent Google from enforcing generally
applicable policies relating to content and functionality (e.g.,
inappropriate or illegal content, gambling and crypto mining
functionality).
(b) Google may adopt neutral user experience requirements that apply
to all pre-installed app stores (including Google Play) so long as
the purpose of those requirements is to protect the user experience
and the requirements are not designed to disadvantage other app
stores.
6.9 Third-Party App Stores on Android
maintain functionality in Android such that if a third-party app store is sideloaded on a Mobile
Device running on Android version 12+ and the User has allowed app installs from that source,
that app store may update apps that it installs without the User needing to approve the updates.
22
maintain the following functionality in Android version 14+ for Mobile Devices:
(a) Google will support APIs that enable sideloaded app stores that
have received User consent to install apps to avoid automatic
updates taking place while the User is using the app.
(b) Google will support APIs that allow Users to confirm the
installation of apps from a sideloaded app store before the app
download begins; i.e., without having to wait until each app’s
download is complete.
(c) Preinstalled and sideloaded app stores will be able to maintain
exclusive “update rights” to an app that they have installed; i.e., the
app store that originated the download may specify that updates to
an installed app must come from its store unless the User agrees to
allow an update from another source, provided however that
Google may permit developers to opt out of this functionality.
(d) Sideloaded app stores that have received User consent to install
apps may install feature splits, which allows for parts of an app to
be downloaded on demand when the User decides to use a
particular feature of the app. This avoids having to download the
full app up-front.
6.10 Sideloading
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6.10.1 For a period of at least five (5) years from the Revised Sideloading
Implementation Date, Google will revise Android’s Default Sideloading Flow for new versions
of Android on Mobile Devices as follows:
(a) The Revised Default Sideloading Flow shall combine into a single
screen the following two screens in Android’s default sideloading
flow: (1) the pop-up with the default text “For your security, your
phone currently isn’t allowed to install unknown apps from this
source. You can change this in Settings” and (2) the subsequent
“Install unknown apps” screen that allows the user to enable
sideloading from the specified source, such that a User is not
required to visit the device’s settings to enable sideloading.
(b) The language in the Revised Default Sideloading Flow shall be
accurate, but may clearly warn Users that there may be risks from
sideloading.
(c) The States agree that Google may use the following language
(including foreign translations) or its substantial equivalent: “Your
phone currently isn’t configured to install apps from this source.
Granting this source permission to install apps could place your
phone and data at risk.”
6.10.2 Nothing in Section 6.10 is intended to restrict Google’s ability to continue
to innovate on security and privacy related to sideloading; however, to the extent Google
maintains a Revised Default Sideloading Flow in Mobile Devices, any such Google innovations
or changes to that default sideloading flow must not materially increase the complexity or burden
24
of the flow except to the extent necessary to warn Users of legitimate risks of sideloading. For
the avoidance of doubt, Google cannot introduce additional material complexity or burden into
the Revised Default Sideloading Flow solely because an app was sideloaded, as opposed to being
downloaded from Google Play.
6.10.3 This Section 6.10 applies only to the Default Sideloading Flow and
Revised Default Sideloading Flow in Mobile Devices and not to other security features such as
Google Play Protect or the Advanced Protection Program.
6.11 Anti-Steering
6.11.1 For a period of at least five (5) years from the Effective Date, Google shall
allow all developers who choose to participate in Google’s User Choice Billing program and
offer an alternative in-app billing system, as described in Section 6.3 and subject to the
requirements therein, to:
(a) inform Users within the app about different pricing or promotions
that may be available if the User uses the developer’s alternative
in-app billing system, and;
(b) allow Users who choose the developer’s alternative in-app billing
system to complete transactions using the developer’s existing
web-based billing solution in an embedded webview within its app.
6.11.2 For a period of at least six (6) years from the Effective Date, Google shall
continue to allow developers to use contact information obtained outside the app or in-app (with
User consent) to communicate with Users out-of-app, including to promote alternatives to
Google Play’s billing system.
25
allow developers who choose to offer consumption only apps (i.e., apps that do not enable Users
to purchase access to digital goods and services from within the app) to provide Users with
accurate information within the app that informs Users about purchasing options outside the app
including price information (without a hyperlink) (e.g., “Available on our website for $9.99”).
6.11.4 Google shall allow developers who choose to offer non-consumption only
apps (i.e., apps that enable Users to purchase access to digital goods and services from within the
app) to provide Users with the same “calls to action” inside their apps that Apple is required to
allow as a result of the injunction entered in Epic v. Apple.
(a) Notwithstanding the foregoing, Google is not required to allow
developers to include links that take a User outside an app
distributed through Google Play to make a purchase and Google’s
obligations under this provision shall not exceed the following:
allowing developers to provide Users with accurate information
within the app that informs Users about purchasing options outside
the app, including price information. E.g., “Available on our
website for $9.99.”
(b) If the commitment in Section 6.11.4 goes into effect, Google will
comply 6 months after Apple has complied with the Epic v. Apple
injunction or 3 months after the Effective Date, whichever is later.
(c) If the commitment in Section 6.11.4 goes into effect, Google may
require developers to adhere to reasonable user experience and
security guidelines, so long as those guidelines do not prohibit the
26
developer from providing the calls to action that Google is required
to allow by Section 6.11.4.
(d) In the event that Google and the States disagree regarding the
meaning or implications of the Epic v. Apple injunction, they will
meet and confer. If they are unable to reach agreement, either side
may petition the Court for a determination as to what Google’s
obligations are with respect to the commitment in Section 6.11.4,
except that Google’s obligations shall not exceed the limitations
specified in Section 6.11.4(a).
(e) If the commitment in Section 6.11.4 goes into effect, Google will
abide by the commitment for a period of at least five (5) years
from the date Google complies under Section 6.11.4(b), but in no
event shall that period extend more than seven (7) years from the
Effective Date.
not prohibit developers from disclosing to Users any service or other fees associated with the
Google Play or Google Play’s billing system. Google may impose certain reasonable design
limitations using its developer and User Choice Billing policies, but it may not prevent
developers from communicating the existence and amount of any service or other fees.
6.12 Compliance
6.12.1 Where these commitments require Google to take or not take any action,
Google may not (i) offer any inducement (whether or not monetary) to any third party, (ii)
impose a term or condition of accessing a Google product or service, or (iii) make a
27
technological change, if such inducement, term or condition, or technological change would have
the purpose and effect of violating the commitment.
7. Independent Compliance Professional
7.1 Independent Compliance Professional
7.1.1 The ICP shall be named in an addendum to this Settlement Agreement
prior to this Settlement being filed with the Court.
7.1.2 If the ICP named in Section 7.1.1 does not finish his or her term as ICP,
Google shall propose a new candidate for ICP. Google’s proposal shall be subject to approval by
the States, which shall not be unreasonably withheld. If Google and the States are unable to
agree on a new ICP they will submit the matter to a private neutral decision maker for resolution.
7.2 Preparation of Compliance Reports
7.2.1 Google will prepare reports evaluating its compliance with the provisions
in Section 6 of this Settlement Agreement. The reports will include an Initial Report, Annual
Reports, and a Final Report (“Reports”).
7.2.2 Each Report should include, at a minimum, an explanation of any
substantive changes or modifications covered by the following provisions of Section 6 of this
Settlement Agreement: the reasonable restrictions that are tailored to protect user privacy and
security (see Sections 6.2.1, 6.7.1, 6.8.1); any program guidelines referenced in this Settlement
Agreement (see Section 6.3.1); any generally applicable policies relating to content and
functionality referenced in Section 6 of this Settlement Agreement (see Sections 6.7.2, 6.8.2);
any innovations and changes to Android’s default sideloading warnings, including screenshots of
each warning (see Section 6.10.2); the data being collected pursuant to the user-choice billing
program (see Section 6.3.2); any reasonable user experience and security guidelines referenced
28
in Section 6 of this Settlement Agreement (see Sections 6.3.1(c), 6.3.1(d), 6.11.4); and any
design limitations referenced in Section 6 of this Settlement Agreement (see section 6.11.5).
These explanations should, wherever possible, incorporate the actual language from the
guidelines or policies and/or include depictions of any user-facing design elements and/or
language.
7.2.3 Google will provide these Reports to the ICP along with documentation
reasonably necessary to support its assertions of compliance. The ICP will then evaluate the
accuracy of assertions in the Reports.
7.2.4 Google will cooperate fully with the ICP to allow the ICP to fulfill its
functions. The ICP may ask Google for information reasonably necessary to evaluate the
accuracy of Google’s assertions in the Reports, and Google will confer with the ICP on its
request and promptly provide information requested by the ICP that is reasonably necessary to
evaluate the accuracy of Google’s assertions in the Reports including—to the extent reasonably
necessary to evaluate the accuracy of Google’s assertions in the Reports—information from
Google personnel, books and/or records. For avoidance of doubt, nothing in this provision should
be read to suggest that the ICP must or should seek information from Google personnel.
7.2.5 The States may refer credible complaints to the ICP if, as a result of those
complaints, the States have a good faith basis to believe that Google has materially breached one
of the provisions identified in Section 6. The Leadership Committee of the States shall
determine in good faith whether the States deem a complaint credible. Any complaint referred to
the ICP shall simultaneously be provided to Google. If the ICP agrees that a complaint referred
by the States is credible, the ICP may consider the issues raised in the complaint in evaluating
29
the accuracy of Google’s assertions in its next Report. The States reserve all rights to investigate
any potential compliance deficiencies directly.
7.2.6 Upon the completion of its review, the ICP shall prepare an addendum
(the “ICP Addendum”) to Google’s Reports that includes (1) the ICP’s evaluation regarding
Google’s assessment of its compliance and (2) the ICP’s confirmation that the ICP has consulted
with Google and that Google has fully cooperated with the ICP’s review.
7.2.7 The Report, along with the ICP Addendum, will be provided to the States.
7.2.8 The Initial Report will be drafted and provided to the ICP within 120 days
of the Effective Date. The Annual Report will be drafted and provided to the ICP in 12-month
intervals following the issuance of the Initial Report. The Final Report will be submitted to the
ICP approximately five (5) years after the Effective Date.
7.3 Staffing and Compensation
7.3.1 If it is reasonably necessary for the ICP to retain additional personnel to
discharge the ICP’s functions, then the ICP may retain personnel who have the appropriate
professional qualifications. Any such retention will be subject to Google’s approval, which shall
not be unreasonably withheld. The personnel retained by the ICP shall not have any conflicts
unless the Parties choose to waive any such conflicts. Any conflicts are only attributable to the
person who is conflicted and not to the entire firm or institution that employs the conflicted
person. For purposes of this Section, a person is presumed to have a conflict if he/she:
(a) is a current or former employee of Google, Epic Games, or Match
Group, Inc. (or subsidiary thereof);
(b) is a current employee of a State or a Potentially Interested Party;
30
(c) has been, within the 12 months prior to being retained by the ICP,
an employee of a State or a Potentially Interested Party;
(d) is a current business consultant, or otherwise involved in
competitive decision-making, for Google, Epic Games, Match
Group, Inc. (or subsidiary thereof), or a Potentially Interested
Party;
(e) has been, within the 12 months prior to being retained by the ICP,
a business consultant, or otherwise involved in competitive
decision-making, for Google, Epic Games, Match Group, Inc. (or
subsidiary thereof), a Potentially Interested Party;
(f) is or has been an expert retained by any party to MDL No. 2981, In
re Google Play Store Antitrust Litigation, No. 21-md-2981-JD, in
the U.S. litigation or any foreign proceeding;
(g) at the time of retention, is anticipated to become (1) an employee
of Google, Epic Games, Match Group, Inc. (or subsidiary thereof),
a State, or a Potentially Interested Party; (2) a business consultant,
or to be otherwise involved in competitive decision making, for
Google, Epic Games, Match Group, Inc. (or subsidiary thereof), or
one of a Potentially Interested Party; or (3) an expert for Google,
Epic Games, Match Group, Inc. (or subsidiary thereof), or a State
in any U.S. or foreign proceeding on issues related to Google Play
or Android.
31
7.3.2 If the ICP learns that a person he/she has retained is anticipating to
become, or has become (1) an employee of Google, Epic Games, Match Group, Inc. (or
subsidiary thereof), or a State; (2) a business consultant, or to be otherwise involved in
competitive decision making, for Google, Epic Games, Match Group, Inc. (or subsidiary
thereof), or one of Google’s competitors; or (3) an expert for Google, Epic, Match Group, Inc.
(or subsidiary thereof), or a State on issues related to Google Play or Android, the ICP shall
promptly disclose the information to Google and the States.
7.3.3 The ICP is at the cost and expense of Google.
(a) Google will pay the reasonable compensation and expenses of the
ICP and approved persons retained by the ICP that are incurred in
performing the ICP’s functions under this Settlement Agreement.
The ICP will be compensated consistent with rates or fees based on
market rates.
7.4 Confidentiality
7.4.1 The ICP and ICP Staff will be subject to a confidentiality agreement
drafted by Google and subject to approval by the Leadership Committee of the States, which
shall not be unreasonably withheld, that will ensure the following:
(a) The ICP and ICP Staff will maintain the confidentiality of all
information and documents provided by Google (“materials”).
Such information shall not be disclosed to anyone other than as
specified in the confidentiality agreement or this Settlement
Agreement.
32
(b) The ICP and ICP Staff shall maintain the materials securely, and
Google shall have the right to approve the location and safety
measures for storage, such approval not to be unreasonably
withheld.
(c) The ICP and ICP Staff shall destroy all materials at the conclusion
of the ICP’s retention or the length of the Commitment in Section
6 that such material concerns, whichever is earlier.
(d) The ICP and ICP Staff may disclose materials if legally required to
do so as a result of a Court order, subpoena, or equivalent legal
compulsion. But if the ICP or ICP Staff is served with legal
process, it shall immediately notify Google and shall give Google
an opportunity to object/intervene.
7.4.2 The States agree that all Reports and supporting information, including
any ICP Addenda, are highly confidential and cannot be disclosed, other than as may be ordered
by a Court in any subsequent proceeding related to this settlement or as otherwise may be
required by state law. If a Report or ICP Addendum must be filed with the Court, the States
agree that it will be designated “Highly Confidential,” and will be placed conditionally under
seal in accordance with Local Rule 79-5. To the extent permitted by state law, the States shall
treat any Reports and supporting information as exempt from disclosure under the relevant
public records laws of each State and shall otherwise refrain from sharing or disclosing such
Reports and supporting information. In the event that a State receives a request seeking
disclosure of any of the Reports or supporting information described in this Settlement
Agreement and believes that such information is subject to disclosure under the relevant laws of
33
that State, the State agrees to provide Google with at least thirty (30) days advance notice before
producing the information, if permitted by the State’s laws. For the avoidance of doubt, if state
law does not allow a State to provide notice 30 days in advance of disclosure, that State shall
provide whatever advance notice, if any, is permitted under the applicable state law. For the
further avoidance of doubt, Google may take appropriate action to defend itself against the
disclosure of such information.
7.4.3 Google shall not be required to disclose non-public source code or user
data containing personally identifiable information absent a showing from the ICP that there is
no other feasible way to obtain information reasonably necessary for the ICP to evaluate the
accuracy of Google’s Reports. Any such information shall be kept strictly confidential and shall
be disclosed to the ICP and/or ICP Staff under terms and conditions that ensure the protection of
such information.
7.4.4 Under no circumstances shall Google be required to disclose information
that is privileged, including under the attorney-client privilege or information that Google is
prohibited from disclosing by law.
7.4.5 Google will provide information protected by an NDA only after
providing appropriate notice to the NDA counterparty.
7.5 Only Express Authority
7.5.1 The ICP has no authority not expressly provided herein and has no
authority to supplant any law of the United States or any State, or the specifics of any order by
any court.
7.5.2 The States retain all rights to determine whether they believe a violation of
the settlement has occurred and to take whatever action they deem appropriate. The ICP shall not
34
have the authority to direct Google to make any changes to comply with the Settlement, to alter
Google’s business practices or policies, or to participate in the business activities or management
of Google.
7.6 The ICP will function for five (5) years from the Effective Date. Provisions in
Section 6 with shorter durations will not be subject to this ICP provision once they have expired.
8. Notice and Settlement Administration
8.1 The States shall seek appointment of a Settlement Administrator as part of the
Notice Approval Order. Subject to Court approval, the Settlement Administrator shall provide
settlement notice and administration services, in accordance with the terms of this Settlement
Agreement and as ordered by the Court in the Notice Approval Order. As provided in Section
5.4.1, the reasonable costs of notice and the costs of administering the Settlement shall be paid
out of the Settlement Fund. Google shall not have any liability to any person or entity for the
administration of the Settlement, receiving and responding to any inquiries from Eligible
Consumers, or disbursement of the money in the Settlement Fund.
8.2 The Motion for Approval of Notice, as contemplated in Section 10.3, shall
include a proposed form of, method for, and date of dissemination of Notice, which shall be
drafted by Plaintiffs in consultation with Google.
8.3 Individual notice of the Settlement shall be provided as described in the Motion
for Approval of Notice and as approved by the Court, with all expenses paid from the Settlement
Fund. The Motion for Approval of Notice shall recite and ask the Court to find that the notice
program constitutes valid, due, and sufficient notice to Eligible Consumers, constitutes the best
notice practicable under the circumstances, and complies fully with any requirements under
federal or state law.
35
8.4 The Parties agree to propose to the Court at least the following forms and methods
of notice to Eligible Consumers:
8.4.1 A copy of the Notice, the Settlement Agreement, the motions for the Final
Approval Order and Final Judgment, and Court orders pertaining to the Settlement shall be
posted and available for download on the Settlement Website maintained by the Settlement
Administrator.
8.4.2 The Settlement Administrator shall send a copy of the Summary Notice to
the email addresses, to the extent reasonably available, for Eligible Consumers who are or
reasonably may be covered by the Settlement. The electronic version of the Summary Notice and
Notice shall contain a direct link to the Settlement Website.
8.4.3 To facilitate the distribution of Notice, within thirty (30) days from the
date the Motion for Approval of Notice is filed, Google shall provide the Settlement
Administrator with the names and email addresses, to the extent reasonably available, for the
Eligible Consumers who are or reasonably may be covered by the Settlement.
8.4.4 The names and email addresses disclosed to the Settlement Administrator,
as described in Section 8.4.3, shall be provided to the Settlement Administrator solely for the
purposes of providing notice, processing requests for exclusion, and administering payment. The
Settlement Administrator shall take all reasonable steps to ensure that all such information is
used solely for the purpose of administering this Settlement.
8.4.5 The Settlement Administrator shall commence disseminating notice by the
Notice Date. If, despite using best efforts, the Settlement Administrator is unable to commence
disseminating notice by the Notice Date, the Settlement Administrator shall inform the parties of
36
the status of the dissemination of notice and notify the parties when dissemination of notice has
been commenced.
8.4.6 In addition to the notice required by the Court, the parties may jointly
agree to provide additional notice to Eligible Consumers covered by the Settlement.
8.5 If the notice plan proposed in the Motion for Approval of Notice is not approved,
or is modified in a material way by the Court, the Parties agree to work together to devise a
revised notice plan that effectuates the intent of the Settlement.
9. Process for Opting Out of Settlement
9.1 The Notice shall provide a procedure and an opt-out deadline by which Eligible
Consumers covered by the Settlement may exclude themselves from the Settlement. Any
Eligible Consumer who does not timely and validly request exclusion shall be bound by the
terms of this Settlement. As soon as practicable after the opt-out deadline, the Settlement
Administrator shall provide the Court and the parties with a list of Eligible Consumers who
timely and validly requested exclusion from the Settlement.
10. Court Approval
10.1 The Parties will notify the Court by October 12, 2023 that this Settlement
Agreement has been signed and will request that the Court vacate the trial date for the Actions.
The Parties agree that the Plaintiffs shall submit this Settlement Agreement to the Court and shall
apply for entry of the Notice Approval Order after the Parties have notified the Court that this
Settlement Agreement has been signed.
10.2 The Parties agree to recommend approval of the Settlement to the Court as fair
and reasonable, and to undertake their best efforts to obtain approval of the Settlement. “Best
37
efforts” includes that the Parties may not oppose any application for appellate review by one of
the Parties in the event the Court denies preliminary or final approval.
10.3 The States shall draft the Motion for Approval of Notice requesting issuance of
the Notice Approval Order, and shall provide that draft to Defense Counsel at least seven (7)
days prior to filing it.
10.4 In accordance with the schedule set in the Notice Approval Order, the States shall
draft the motion for Final Approval Order and Final Judgment and shall provide that draft to
Defense Counsel at least seven (7) days before filing such motion with the Court.
10.5 In the event that the Settlement is not approved (following the exhaustion of any
appellate review), then (a) this Settlement Agreement shall be null and void and of no force or
effect; (b) any payments made to the Settlement Fund Escrow Account and the States’ Monetary
Fund Escrow Account, including any and all interest earned thereon less monies expended
toward settlement administration, notice, and taxes shall be returned to Google within 45 days
from the date the Settlement Agreement becomes null and void; (c) any and all releases in this
Settlement Agreement shall be of no force or effect; and (d) neither the Settlement Agreement
nor any facts concerning its negotiation, discussion, terms, or documentation shall be referred to
or used as evidence or for any other purpose whatsoever in the Actions or in any other action or
proceeding. In such event, the Actions will proceed as if no settlement had been attempted; the
Parties shall be returned to their respective litigation positions existing on September 5, 2023, so
that the Parties may take any litigation steps that they otherwise would have been able to take
absent the pendency of this Settlement; and the Parties will discuss whether any adjustments are
needed in the schedules for their respective Actions.
11. Released Claims and Dismissal of Actions
38
11.1 In consideration of the monetary provisions and commitments contained in this
Settlement Agreement, and as of the Effective Date, each State will be deemed to have fully,
finally, and forever released the Released Parties from all Claims that were asserted in the State
AG Action or could have been asserted by each State’s Attorney General in his or her sovereign
capacity as chief law enforcement officer of his or her respective State.
11.2 In further consideration of the monetary provisions and commitments contained in
this Settlement Agreement, and as of the Effective Date, each State will be deemed to have fully,
finally, and forever released the Released Parties from all federal Claims that were asserted in the
State AG Action or could have been asserted by or on behalf of any Settlement Consumer,
including, but not limited to, Claims brought under 15 U.S.C. §15c.
this Settlement Agreement, and as of the Effective Date, to the extent allowable by law, each
State will be deemed to have fully, finally, and forever released the Released Parties from all
other Claims that were asserted in the State AG Action or could have been asserted by or on
behalf of any Settlement Consumer, including, but not limited to, any state law Claims that were
asserted or could have been asserted by a State acting as parens patriae for consumers in its
respective State.
this Settlement Agreement, and as of the Effective Date, each Individual Plaintiff and their
respective heirs, executors, administrators, representatives, agents, partners, successors, and
assigns will be deemed to have fully, finally, and forever released the Released Parties from all
Claims that were asserted or could have been asserted by any such Individual Plaintiff.
39
11.5 Notwithstanding the foregoing, with respect to the States only, the releases in this
Settlement do not include a claim asserted by a State that is currently pending against Google in:
11.5.1 State of Colorado, et al. v. Google LLC, No. 1:20-cv-03715-APM
(D.D.C.);
11.5.2 State of Ohio ex rel. Yost v. Google LLC, No. 21 CVH 06 0274 (Delaware
County (Ohio) Court of Common Pleas);
11.5.3 State of Texas v. Google LLC, No. 22-01-88230-D (377th Judicial District
Court, Victoria County, Texas);
11.5.4 State of Texas v. Google LLC, No. CV-58999 (385th Judicial District
Court, Midland County, Texas);
11.5.5 State of Texas, et al. v. Google LLC, No. 1:21-cv-06841-PKC (S.D.N.Y.);
State of Texas, et al. v. Google LLC, No. 4:20-cv-00957 (E.D. Tx.); In re Google Dig. Advert.
Antitrust Litig., MDL No. 3010;
11.5.6 United States of America, et al. v. Google LLC, No. 1-20-cv-03010
(D.D.C.);
11.5.7 United States et al v. Google LLC, 1:23-cv-00108-LMB-JFA (E.D. Va.);
11.5.8 Any ongoing investigation where Google has received civil investigatory
demands, subpoenas or other compulsory process from any State. For avoidance of doubt, this
carveout does not affect a release of (1) the claims actually asserted in the Actions and (2) claims
that could have been asserted and arise from the identical factual predicate of claims in the
Actions.
11.6 For avoidance of doubt, the releases in this Settlement do not include consumer
protection claims, antitrust claims, or non-antitrust claims that do not arise from the factual
40
allegations or claims in the Actions. Nothing herein precludes law enforcement or the State from
pursuing any law enforcement action with respect to any unrelated acts or practices not covered
by this Settlement Agreement.
11.7 Covenant Not to Sue:
11.7.1 In further consideration of the monetary provisions and commitments
contained in this Settlement Agreement, as of the Effective Date, each State’s Attorney General
covenants and agrees, to the fullest extent permitted by law, that he or she shall not hereafter
seek to sue the Released Parties on any Released Claim on behalf of the Attorney General or any
other person or entity or class thereof.
11.7.2 In further consideration of the monetary provisions and commitments
contained in this Settlement Agreement, as of the effective date, each Individual Plaintiff
covenants and agrees, to the fullest extent permitted by law, that he or she shall not hereafter
seek to sue the Released Parties on any Released Claim on behalf of himself or herself or any
other person or entity or class thereof.
this Settlement Agreement, it is the intent of the Parties that the Final Approval Order shall be
deemed res judicata as to any such Released Claim.
11.9 After entering into this Settlement, the Settlement Consumers and/or Plaintiffs
may discover facts other than, different from, or in addition to, those that they know or believe to
be true with respect to the Claims released by this Settlement, but they intend to release fully,
finally and forever any and all such Claims. This provision shall not expand the scope of the
Released Claims into a general release. The Settlement Consumers and Plaintiffs expressly agree
41
that, upon the Effective Date, they waive and forever release any and all provisions, rights, and
benefits conferred by:
(a) Section 1542 of the California Civil Code, which reads:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.
(b) any law of any state, territory, or possession of the United States (or for any non-U.S.
entity or person, their respective country, province, or state), or principle of common law,
which is similar, comparable, or equivalent to Section 1542 of the California Civil Code.
11.10 Upon the Effective Date, it is the intent of the Parties that the Actions shall be
dismissed with prejudice. The Leadership Committee for the States and Consumer Counsel shall
have the responsibility for ensuring that the Actions are dismissed with prejudice in accordance
with the terms of this Settlement.
11.11 Notwithstanding the foregoing, the release shall not include any claims relating to
the continued enforcement of the Settlement or the Stipulated Third Amended Protective Order,
ECF No. 249 (May 25, 2022), or any other operative protective order in the Actions.
11.12 The Court shall retain jurisdiction for the purposes of construction, modification,
and enforcement of this Settlement Agreement. In the event that any applications for relief are
made, such applications shall be made to the Court. To avoid doubt, the Final Judgment applies
42
to and is binding upon the Parties, the Settlement Consumers, and their respective heirs,
successors, and assigns.
12. Statements Regarding Liability; Use of Settlement Agreement in Future
Proceedings
12.1 Google has indicated that, absent this settlement, it intends to vigorously contest
each and every Claim in the Actions, and Google denies all of the material allegations in the
Actions. Google enters into this Settlement Agreement without in any way acknowledging any
fault, liability, or wrongdoing of any kind. Google nevertheless has decided to enter into this
Settlement to avoid further expense, inconvenience, and the distraction of burdensome and costly
litigation; to obtain the releases, orders, and judgment contemplated by this Settlement
Agreement; and to provide users and developers more flexibility and choice while protecting
user safety and security, maintaining Google’s ability to invest in the Android ecosystem, and
ensuring Google’s ability to compete effectively with other platforms, including iOS.
12.2 The States and Individual Plaintiffs indicate that, absent this settlement, they
intend to vigorously prosecute each and every Claim in the Actions and prove all material
allegations in the Actions. The States and Individual Plaintiffs enter into this Settlement
Agreement while maintaining that Google was at fault, liable and committed all the wrongdoing
alleged in the Actions. The States and Individual Plaintiffs nevertheless have decided to enter
into this Settlement to avoid further expense, inconvenience, and the distraction of burdensome
and costly litigation; to obtain the relief, orders, and judgment contemplated by this Settlement
Agreement; and to provide users and developers more flexibility and choice while protecting
user safety and security, maintaining Google’s ability to invest in the Android ecosystem, and
43
ensuring Google’s ability to compete effectively with other platforms, including iOS, all of
which are accomplished by the Settlement Agreement.
12.3 Neither this Settlement Agreement, nor any of its terms or provisions, nor any of
the negotiation or proceedings connected with it, shall be construed as an admission or
concession by Google of the truth of any of the allegations in the Actions, or of any liability,
fault, or wrongdoing of any kind.
12.4 To the extent permitted by law, this Settlement Agreement may be pleaded as a
full and complete defense to, and may be used as the basis for an injunction against, any action,
suit, or other proceeding which may be instituted, prosecuted, or attempted for Claims, causes of
action, and/or theories of relief covered by the covenant not to sue and/or the releases in this
Settlement Agreement.
13. Modification or Termination of the Settlement
13.1 Google or the States may, at its sole discretion, terminate this Settlement
Agreement if the number of Eligible Consumers who seek exclusion from the Settlement
exceeds ten percent (10%) of the total number of Eligible Consumers covered by the Settlement.
13.2 The terms and provisions of this Settlement Agreement may be amended,
modified, or expanded by written agreement of the Parties and approval of the Court; provided,
however, that after entry of the Final Approval Order and Final Judgment, the Parties may by
written agreement effect such amendments, modifications, or expansions of this Settlement
Agreement and its implementing documents (including all exhibits) without further notice to
Settlement Consumers or approval by the Court if such changes are consistent with the Court’s
Final Approval Order and Final Judgment and do not materially alter, reduce, or limit the rights
of Settlement Consumers.
44
13.3 If any of the non-monetary terms of the Settlement Agreement are affected by a
change in legislation, regulation, law, court or agency order, or any material change in
circumstances (e.g., a material, legitimate change in business model), Google and the States
agree to meet and confer in good faith regarding an appropriate modification of the Settlement
Agreement. If Google and the States cannot agree on a modification, each side reserves the right
to petition the Court for a change to the Settlement Agreement.
13.4 In the event the terms or conditions of this Settlement Agreement, other than
terms pertaining to the Distribution Plan, are materially modified by any court, the States and/or
Google may within thirty (30) days of such material modification, declare this Settlement null
and void as provided in Section 10.5. For purposes of this paragraph, material modifications
include any modifications to the definitions of the Released Parties, the scope of the releases (as
provided in Section 11), the amount of monetary relief (as provided in Section 5), and the terms
of the commitments (as provided in Section 6). In the event of any modification by any court,
and in the event the Parties do not exercise their options to withdraw from this Settlement, the
Parties shall meet and confer within fourteen (14) days of such modification to attempt to reach
an agreement as to how best to effectuate the court-ordered modification.
13.5 If the Effective Date is not reached, this Settlement Agreement is without
prejudice to the rights of any party hereto, and all terms, negotiations, and proceedings connected
therewith shall not be deemed or construed to be an admission by any Party or evidence of any
kind in these Actions or any other action or proceeding.
14. Notices
14.1 All notices to the States shall be delivered via electronic mail (or if undeliverable
via electronic mail, via overnight delivery) to:
45
Brian Wang
Office of the Attorney General
California Department of Justice
455 Golden Gate Avenue
Suite 11000
San Francisco, CA 94102
[email protected]
Elinor R. Hoffman
Bryan L. Bloom
Morgan J. Feder
Benjamin Cole
New York State Office of the Attorney General
28 Liberty Street
New York, NY 10005
[email protected]
[email protected]
[email protected]
[email protected]
Jessica V. Sutton
North Carolina Department of Justice
P.O. Box 628
Raleigh, NC 27602
[email protected]
David McDowell
Ethan Bowers
Tennessee Office of the Attorney General and Reporter
P.O. Box 20207
Nashville, TN 37202
[email protected]
[email protected]
David N. Sonnenreich
Office of the Utah Attorney General
160 E 300 S, 5th Floor
Salt Lake City, Utah 84114
Email: [email protected]
14.2 All notices to the Individual Plaintiffs shall be delivered via electronic mail to:
Karma Giulianelli
[email protected]
46
Bartlit Beck LLP
Hae Sung Nam

[email protected]
Kaplan Fox & Kilsheimer LLP
Nanci E. Nishimura
[email protected]
Cotchett, Pitre & McCarthy, LLP
George A. Zelcs
[email protected]
Korein Tillery LLC
Peggy Wedgworth
[email protected]
Milberg Coleman Bryson, Phillips Grossman, PLLC; and
Elizabeth Pritzker
[email protected]
Pritzker Levine LLP
14.3 All notices to Google shall be delivered via overnight delivery and electronic mail
to:
General Counsel
Legal Department
Google LLC
1600 Amphitheatre Parkway
Mountain View, CA 94043
[email protected]
with a copy via electronic mail to:
Glenn Pomerantz
Kuruvilla Olasa
Munger Tolles & Olson LLP
350 South Grand Ave., 50th Floor
Los Angeles, CA 90071-3426
[email protected]
[email protected]
and
Brian Rocca
47
Sujal Shah
Morgan, Lewis & Bockius LLP
One Market, Spear Street Tower, 28th Floor
San Francisco, CA 94105-1596
[email protected]
[email protected]
14.4 Notice recipients and addresses designated in Section 14 may be changed upon
written notice provided to all individuals identified in that Section.
15. Miscellaneous
15.1 Nothing in this Settlement Agreement shall be interpreted to prohibit, require, or
endorse Google charging a service fee related to apps distributed through Google Play.
15.2 Nothing in this Settlement Agreement shall be construed to limit or control the
unilateral discretion of any OEM to decide how it configures its Mobile Devices.
15.3 Nothing in this Settlement Agreement shall be construed to limit or control how
Google configures its own Mobile Devices (e.g., Pixel) including, but not limited to, modifying
the version of Android installed on such Mobile Devices, selecting which apps or app stores to
preload on such Mobile Devices, and how or whether to permit sideloading on such Mobile
Devices.
15.4 Nothing in this Settlement Agreement shall apply to form factors other than
Mobile Devices.
15.5 The use of headings in this Settlement Agreement is only for ease of reference.
The headings have no legal effect and are not to be considered part of this Settlement
Agreement.
15.6 This Settlement Agreement may not be amended or modified in any respect
except upon the written consent of the Parties, provided that any amendment or modification to
48
Sections 6 and 7 of this Settlement Agreement needs written consent of Google and the States
alone.
15.7 With respect to the provisions in Sections 6 and 7 of this Settlement Agreement,
the States shall be the parties with the authority to seek to enforce these provisions in Court or
otherwise. The Individual Plaintiffs shall not have authority to enforce these provisions and shall
rely on the States for any enforcement.
15.8 The undersigned each represent and warrant that each has authority to enter into
this Settlement Agreement on behalf of the Party indicated below his or her name.
15.9 Individual Plaintiffs represent and warrant that they have not assigned or
transferred, or purported to assign or transfer, to any person or entity, any claim or any portion
thereof or interest therein, including, but not limited to, any interest in the Consumer Action or
any related action.
15.10 The Parties have jointly participated in the drafting of this Settlement Agreement.
No Party hereto shall be considered the drafter of this Settlement Agreement or any provision
hereof for the purpose of any statute, case law or rule of interpretation or construction that would
or might cause any provision to be construed against the drafter hereof.
15.11 As used in this Settlement Agreement, the masculine, feminine, or neutral gender,
and the singular or plural wording, shall each be deemed to include the others whenever the
context so indicates.
15.12 Unless otherwise noted, all references to “days” in this Settlement Agreement
shall be to calendar days. In the event any date or deadline set forth in this Settlement
Agreement falls on a weekend or federal legal holiday, such date or deadline shall be on the first
business day thereafter that is not a federal legal holiday.
49
15.13 Google shall not be liable for any additional fees or expenses of the Plaintiffs or
any Eligible Consumer in connection with or related to the Actions. Google agrees that it will
not seek to recover its attorneys’ fees, expenses, or costs from the Plaintiffs after the Effective
Date.
15.14 Any and all disputes arising from or related to this Settlement Agreement must be
brought by the Parties and/or Settlement Consumers exclusively to the Court. The Parties and
Settlement Consumers irrevocably submit to the exclusive and continuing jurisdiction of the
Court for any suit, action, proceeding, or dispute arising out of or relating to this Settlement
Agreement unless otherwise noted herein. All terms of this Settlement Agreement and any suit,
action, proceeding, or dispute arising out of or relating to this Settlement Agreement shall be
governed by and interpreted according to the substantive laws of the State of California without
regard to choice of law or conflicts of laws principles; however, nothing in this Settlement
Agreement shall operate as a waiver of any Party’s position regarding the applicable law
governing the underlying claims at issue in the Actions.
15.15 Unless otherwise ordered by the Court, the Parties may jointly agree to reasonable
extensions of time to carry out any of the provisions of this Settlement Agreement.
15.16 Nothing in this Settlement Agreement shall alter or abrogate any prior Court
orders entered in the Actions.
15.17 This Settlement Agreement may be executed in counterparts. Facsimile or PDF
signatures shall be considered valid as of the date they bear.
15.18 The Parties, together with the Leadership Committee of the States, Consumer
Counsel and Defense Counsel, agree to prepare and execute all documents, to seek Court
50
approvals, to defend Court approvals, and to do all things reasonably necessary to complete the
Settlement.
15.19 This Settlement Agreement is executed voluntarily by each of the Parties without
any duress or undue influence on the part, or on behalf, of any of them. The Parties represent
and warrant to each other that they have read and fully understand the provisions of this
Settlement Agreement and have relied on the advice and representation of legal counsel of their
own choosing.
51
FOR PLAINTIFF STATE OF UTAH:
SEAN D. REYES, Attorney General
/s/ David N. Sonnenreich

DAVID N. SONNENREICH, Deputy Attorney General
MELISSA HOLYOAK, Solicitor General
MARIE W.L. MARTIN, Assistant Attorney General
SCOTT RYTHER, Assistant Attorney General
Dated: October 11, 2023
FOR PLAINTIFF STATE OF NEW YORK:
LETITIA JAMES, Attorney General
/s/ Bryan L. Bloom

ELINOR R. HOFFMANN, Chief, Antitrust Bureau
BRYAN L. BLOOM, Senior Enforcement Counsel
MORGAN J. FEDER, Assistant Attorney General
BENJAMIN COLE, Assistant Attorney General
FOR PLAINTIFF STATE OF NORTH CAROLINA:
JOSHUA H. STEIN, Attorney General
/s/ Jessica V. Sutton

JESSICA V. SUTTON, Special Deputy Attorney General
SARAH G. BOYCE, Deputy Attorney General and General Counsel
JONATHAN MARX, Special Deputy Attorney General
FOR PLAINTIFF STATE OF TENNESSEE:
JONATHAN SKRMETTI, Attorney General and Reporter
/s/ David McDowell

J. DAVID MCDOWELL, Deputy Attorney General
S. ETHAN BOWERS, Senior Assistant Attorney General
HAMILTON MILLWEE, Assistant Attorney General

FOR PLAINTIFF STATE OF ARIZONA:
KRISTIN K. MAYES, Attorney General
/s/ Jayme L. Weber

JAYME L. WEBER, Senior Litigation Counsel
ROBERT A. BERNHEIM, Unit Chief Counsel
FOR PLAINTIFF STATE OF COLORADO:
PHILIP J. WEISER, Attorney General
/s/ Bryn Williams

BRYN WILLIAMS, First Assistant Attorney General
STEVEN KAUFMANN, Deputy Solicitor General
FOR PLAINTIFF STATE OF IOWA:
BRENNA BIRD, Attorney General
/s/ Noah Goerlitz

NOAH GOERLITZ, Assistant Attorney General
FOR PLAINTIFF STATE OF NEBRASKA:
MIKE HILGERS, Attorney General
/s/ Colin P. Snider

COLIN P. SNIDER, Assistant Attorney General
JOSEPH M. CONRAD, Assistant Attorney General
FOR PLAINTIFF STATE OF ALABAMA:
STEVE MARSHALL, Attorney General
/s/ Olivia W. Martin

OLIVIA W. MARTIN, Chief, Consumer Interest Division

FOR PLAINTIFF STATE OF ALASKA:
TREG TAYLOR, Attorney General
/s/ Jeff Pickett

JEFF PICKETT, Senior Assistant Attorney General
FOR PLAINTIFF STATE OF ARKANSAS:
TIM GRIFFIN, Attorney General
/s/ Amanda J. Wentz

AMANDA J. WENTZ, Assistant Attorney General
FOR PLAINTIFF STATE OF CALIFORNIA:
ROB BONTA, Attorney General
/s/ Brian Wang

PAULA BLIZZARD, Senior Assistant Attorney General for Antitrust
MICHAEL JORGENSON, Supervising Deputy Attorney General
BRIAN WANG, Deputy Attorney General
CAROLYN JEFFRIES, Deputy Attorney General
FOR PLAINTIFF STATE OF CONNECTICUT:
WILLIAM TONG, Attorney General
/s/ Jeremy Pearlman

JEREMY PEARLMAN, Associate Attorney General
NICOLE DEMERS, Deputy Associate Attorney General
FOR PLAINTIFF STATE OF DELAWARE:
KATHLEEN JENNINGS, Attorney General
/s/ Michael A. Undorf

MICHAEL A. UNDORF, Deputy Attorney General

FOR PLAINTIFF DISTRICT OF COLUMBIA:
BRIAN SCHWALB, Attorney General
/s/ Adam Gitlin

ADAM GITLIN, Chief, Antitrust and Nonprofit Enforcement Section
ELIZABETH G. ARTHUR, Assistant Attorney General
MEHREEN IMTIAZ, Assistant Attorney General
FOR PLAINTIFF STATE OF FLORIDA:
ASHLEY MOODY, Attorney General
/s/ R. Scott Palmer

R. SCOTT PALMER, Special Counsel and Chief of Complex Enforcement
JOHN GUARD, Chief Deputy Attorney General
LEE ISTRAIL, Assistant Attorney General
CHRISTOPHER KNIGHT, Assistant Attorney General
ANDREW BUTLER, Assistant Attorney General
FOR PLAINTIFF STATE OF GEORGIA:
CHRISTOPHER M. CARR, Attorney General
/s/ Charles Thimmesch

MARGARET K. ECKROTE, Deputy Attorney General
JEFFREY W. STUMP, Senior Assistant Attorney General
CHARLES THIMMESCH, Senior Assistant Attorney General
FOR PLAINTIFF STATE OF HAWAII:
ANNE E. LOPEZ, Attorney General
/s/ Rodney I. Kimura

RODNEY I. KIMURA, Deputy Attorney General

FOR PLAINTIFF STATE OF IDAHO:
RAÚL LABRADOR, Attorney General
/s/ Stephanie N. Guyon

STEPHANIE N. GUYON, Deputy Attorney General
JOHN K. OLSON, Deputy Attorney General
FOR PLAINTIFF STATE OF ILLINOIS:
KWAME RAOUL, Attorney General
/s/ Elizabeth L. Maxeiner

ELIZABETH L. MAXEINER, Chief, Antitrust Bureau
FOR PLAINTIFF STATE OF INDIANA:
TODD ROKITA, Attorney General
/s/ Scott L. Barnhart

SCOTT L. BARNHART, Chief Counsel and Director, Consumer Protection Division
MATTHEW MICHALOSKI, Deputy Attorney General
CHRISTI FOUST, Deputy Attorney General
RYAN FRASHER, Deputy Attorney General
FOR PLAINTIFF STATE OF KANSAS:
KRIS KOBACH, Attorney General
/s/ Lynette R. Bakker

LYNETTE R. BAKKER, First Assistant Attorney General

FOR PLAINTIFF COMMONWEALTH OF KENTUCKY:
DANIEL CAMERON, Attorney General
/s/ Philip R. Heleringer

PHILIP R. HELERINGER, Executive Director of Consumer Protection
J. CHRISTIAN LEWIS, Commissioner of Consumer & Senior Protection
JONATHAN E. FARMER, Deputy Executive Director of Consumer Protection
ZACHARY J. RICHARDS, Assistant Attorney General
FOR PLAINTIFF STATE OF LOUISIANA:
JEFF LANDRY, Attorney General
/s/ Patrick Voelker

PATRICK VOELKER, Assistant Attorney General, Public Protection Division
FOR PLAINTIFF STATE OF MAINE:
AARON M. FREY, Attorney General
/s/ Christina M. Moylan

CHRISTINA M. MOYLAN, Chief, Consumer Protection Division
FOR PLAINTIFF STATE OF MARYLAND:
ANTHONY G. BROWN, Attorney General
/s/ Schonette J. Walker

SCHONETTE J. WALKER, Assistant Attorney General and Chief of the Antitrust Division
GARY HONICK, Assistant Attorney General and Deputy Chief of the Antitrust Division
FOR PLAINTIFF COMMONWEALTH OF MASSACHUSETTS:
ANDREA CAMPBELL, Attorney General
/s/ William T. Matlack

WILLIAM T. MATLACK, Assistant Attorney General, Chief, Antitrust Division
DANIEL LEFF, Assistant Attorney General

FOR PLAINTIFF STATE OF MICHIGAN:
DANA NESSEL, Attorney General
/s/ Scott A. Mertens

SCOTT A. MERTENS, Assistant Attorney General, Corporate Oversight Division
FOR PLAINTIFF STATE OF MINNESOTA:
KEITH ELLISON, Attorney General
/s/ Justin Moor

JUSTIN MOOR, Assistant Attorney General
JAMES W. CANADAY, Deputy Attorney General
ZACH BIESANZ, Senior Enforcement Counsel
FOR PLAINTIFF STATE OF MISSISSIPPI:
LYNN FITCH, Attorney General
/s/ Hart Martin

HART MARTIN, Special Assistant Attorney General, Consumer Protection Division
FOR PLAINTIFF STATE OF MISSOURI:
ANDREW BAILEY, Attorney General
/s/ Michael Schwalbert

MICHAEL SCHWALBERT, Assistant Attorney General
FOR PLAINTIFF STATE OF MONTANA:
AUSTIN KNUDSEN, Attorney General
/s/ Anna K. Schneider

ANNA K. SCHNEIDER, Bureau Chief, Office of Consumer Protection
ANDREW BUTLER, Assistant Attorney General

FOR PLAINTIFF STATE OF NEVADA:
AARON D. FORD, Attorney General
/s/ Lucas J. Tucker

LUCAS J. TUCKER, Senior Deputy Attorney General
MICHELLE C. BADORINE, Senior Deputy Attorney General
FOR PLAINTIFF STATE OF NEW HAMPSHIRE:
JOHN M. FORMELLA, Attorney General
/s/ Alexandra C. Sosnowski

ALEXANDRA C. SOSNOWSKI, Assistant Attorney General
FOR PLAINTIFF STATE OF NEW JERSEY:
MATTHEW J. PLATKIN, Attorney General
/s/ Isabella R. Pitt

ISABELLA R. PITT, Assistant Section Chief for Antitrust and Deputy Attorney General
FOR PLAINTIFF STATE OF NEW MEXICO:
RAÚL TORREZ, Attorney General
/s/ Mark Swanson

MARK SWANSON, Assistant Attorney General
JUDITH PAQUIN, Assistant Attorney General
FOR PLAINTIFF STATE OF NORTH DAKOTA:
DREW WRIGLEY, Attorney General
/s/ Elin S. Alm

ELIN S. ALM, Assistant Attorney General, Consumer Protection and Antitrust Division

FOR PLAINTIFF STATE OF OHIO:
DAVE YOST, Attorney General
/s/ Sarah Mader

SARAH MADER, Assistant Attorney General, Antitrust Section
BETH A. FINNERTY, Section Chief, Antitrust Section
FOR PLAINTIFF STATE OF OKLAHOMA:
GENTNER DRUMMOND, Attorney General
/s/ Caleb J. Smith

CALEB J. SMITH, Assistant Attorney General, Consumer Protection Unit
FOR PLAINTIFF STATE OF OREGON:
ELLEN F. ROSENBLUM, Attorney General
/s/ Timothy D. Smith

TIMOTHY D. SMITH, Senior Assistant Attorney General
CHERYL F. HIEMSTRA, Assistant Attorney General
TIM D. NORD, Special Counsel
FOR PLAINTIFF COMMONWEALTH OF PENNSYLVANIA:
MICHELLE A. HENRY, Attorney General
/s/ Tracy W. Wertz

TRACY W. WERTZ, Chief Deputy Attorney General
JOSEPH S. BETSKO, Assistant Chief Deputy Attorney General
FOR PLAINTIFF TERRITORY OF PUERTO RICO:
DOMINGO EMANUELLI HERNÁNDEZ, Attorney General
/s/ Guarionex Díaz Martínez

GUARIONEX DÍAZ MARTÍNEZ, Deputy Attorney General

FOR PLAINTIFF STATE OF RHODE ISLAND:
PETER F. NERONHA, Attorney General
/s/ Stephen N. Provazza

STEPHEN N. PROVAZZA, Unit Chief Counsel for Consumer and Economic Justice
FOR PLAINTIFF STATE OF SOUTH CAROLINA:
ALAN M. WILSON, Attorney General
/s/ Rebecca M. Hartner

REBECCA M. HARTNER, Assistant Attorney General
W. JEFFREY YOUNG, Chief Deputy Attorney General
C. HAVIRD JONES, Senior Assistant Deputy Attorney General
MARY FRANCES JOWERS, Assistant Deputy Attorney General
CLARK C. KIRKLAND, Assistant Attorney General
FOR PLAINTIFF STATE OF SOUTH DAKOTA:
MARTY JACKLEY, Attorney General
/s/ Jonathan K. Van Patten

JONATHAN K. VAN PATTEN, Assistant Attorney General
FOR PLAINTIFF STATE OF TEXAS:
KEN PAXTON, Attorney General
/s/ James Lloyd

JAMES LLOYD, Deputy Attorney General for Civil Litigation and Chief, Antitrust Division
TREVOR YOUNG, Deputy Chief, Antitrust Division
COULTER GOODMAN, Assistant Attorney General, Antitrust Division
FOR PLAINTIFF STATE OF VERMONT:
CHARITY R. CLARK, Attorney General
/s/ Merideth Chaudoir

MERIDETH CHAUDOIR, Assistant Attorney General

FOR PLAINTIFF COMMONWEALTH OF VIRGINIA:
JASON S. MIYARES, Attorney General
/s/ Tyler T. Henry

TYLER T. HENRY, Assistant Attorney General
FOR PLAINTIFF TERRITORY OF THE VIRGIN ISLANDS OF THE UNITED STATES:
ARIEL M. SMITH, Attorney General
/s/ Ariel M. Smith

ARIEL M. SMITH, Attorney General
FOR PLAINTIFF STATE OF WASHINGTON:
ROBERT W. FERGUSON, Attorney General
/s/ Amy N.L. Hanson

AMY N.L. HANSON, Managing Assistant Attorney General
BROOKE HOWLETT LOVROVICH, Assistant Attorney General
FOR PLAINTIFF STATE OF WEST VIRGINIA:
PATRICK MORRISEY, Attorney General
/s/ Douglas L. Davis

DOUGLAS L. DAVIS, Senior Assistant Attorney General
FOR PLAINTIFF STATE OF WISCONSIN:
JOSH KAUL, Attorney General
/s/ Gwendolyn J. Lindsay Cooley

GWENDOLYN J. LINDSAY COOLEY, Assistant Attorney General

FOR PLAINTIFF STATE OF WYOMING:
BRIDGET HILL, Attorney General
/s/ Ryan Schelhaas

RYAN SCHELHAAS, Chief Deputy Attorney General

FOR INDIVIDUAL PLAINTIFFS MATTHEW ATKINSON, MARY CARR, DANIEL

EGERTER, ALEX IWAMOTO, SERINA MOGLIA, AND ZACHARY PALMER:
__
KARMA M. GIULIANELLI
Bartlit Beck LLP

1801 Wewatta Street, Suite 1200
Denver, CO 80202
Phone: 303-592-3100
HAE SUNG NAM
Kaplan Fox & Kilsheimer LLP

800 Third Avenue, 38th Floor
New York, NY 10022
Phone: 212-687-1980
DocuSign Envelope ID: BD5CE03A-A7E2-4817-8778-93BDB731FACF
‭FOR DEFENDANT GOOGLE LLC:‬
_‭ ___________________________________________‬
‭Cassandra Knight‬
‭Google LLC‬
‭Dated:‬10/13/2023
‭_____________‬
‭FOR DEFENDANT GOOGLE IRELAND LTD.:‬
_‭ ___________________________________________‬
‭David M. Sneddon‬
‭Google Ireland Ltd.‬
‭Dated:‬‭_10/13/2023
____________‬
‭FOR DEFENDANT GOOGLE PAYMENT CORP.:‬
_‭ ___________________________________________‬
‭Robert E. Andreatta‬
‭Google Payment Corp.‬
‭Dated:‬‭_10/12/2023
____________‬
‭FOR DEFENDANT GOOGLE COMMERCE LTD.:‬
_‭ ___________________________________________‬
‭David M. Sneddon‬
‭Google Commerce Ltd.‬
10/13/2023
‭Dated:‬‭_____________‬
DocuSign Envelope ID: BD5CE03A-A7E2-4817-8778-93BDB731FACF
‭FOR DEFENDANT GOOGLE ASIA PACIFIC PTE. LIMITED:‬
_‭ ___________________________________________‬
‭Lavanya Swetharanyan‬
‭Google Asia Pacific Pte. Limited‬
10/12/2023
‭Dated:‬‭_____________‬

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522-2 - Blizzard Ex. A - Settlement and Release

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Case 3:21-cv-05227-JD Document 522-2 Filed 12/18/23 Page 1 of 68

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

IN RE GOOGLE PLAY STORE Case No. 3:21-md-02981-JD

THIS DOCUMENT RELATES TO: SETTLEMENT AGREEMENT AND RELEASE

Settlement Agreement and Release

applicable federal and state law, as follows:

companies, partnerships, corporations, associations, organizations, and other entities.

the Android Open Source Project.

consultants, or agents of the Plaintiffs or Eligible Consumers.

matters, transactions, events, occurrences, acts, disclosures, statements, omissions, or failures to

any complaint filed in the Actions.

individuals had personally executed this Settlement Agreement.

1.9 “Consumer Plaintiffs” means the plaintiffs in the Consumer Action.

certiorari, or any other appellate review of any kind.

through September 30, 2023.

award of fees and/or costs (except as specified in this Settlement Agreement).

Eligible Consumers by the Settlement Administrator to notify Eligible Consumers of this

advertising campaign, and the script of any outbound telephone notice.

Mobile Devices in the United States.

1.21 “ICP” means the Independent Compliance Professional as identified in Section

Iwamoto, Serina Moglia, and Zachary Palmer.

patriae on behalf of Eligible Consumers in such states, commonwealths, and territories:

York, Tennessee, and Utah.

United States, and no other types of devices.

preliminarily approving a proposed disposition of the Settlement Fund.

commencing the transmission of the Summary Notice.

Kentucky, Louisiana, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Montana,

Vermont, Utah, Washington, West Virginia, and the District of Columbia.

1.33 “Plaintiffs” means the States and the Individual Plaintiffs.

digital transactions, mobile OEM, mobile carrier, or mobile app developer.

directors, members, agents, employees, independent contractors, consultants, administrators,

in parts (a) - (b) of this paragraph.

Advanced Protection Program.

1.39 “Settlement” or “Settlement Agreement” means the settlement agreement and

release described in this document.

1.43 “Settlement Fund Escrow Account” means an escrow account established, in

districts listed in Section 1.47.

districts: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware,

Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska,

and contacting the Settlement Administrator.

1.51 “User” means Mobile Device users in the United States.

distribution market in violation of 15 U.S.C. § 2; engaged in unreasonable restraints of trade with

violation of 15 U.S.C. § 1; monopolized an alleged Android in-app aftermarket in violation of 15

U.S.C § 2; engaged in unreasonable restraints of trade in an alleged Android in-app aftermarket

unreasonable restraints of trade in an alleged Android in-app aftermarket in violation of the

Complaint on behalf of themselves and as parens patriae on behalf of consumers in their

in violation of 15 U.S.C. § 2; engaged in unreasonable restraints of trade with respect to OEMs

in violation of 15 U.S.C § 1; engaged in unlawful exclusive dealing in the alleged in-app

consumer protection claims under Louisiana and Texas law.

on September 13, 2023.

join this Settlement Agreement.

Eligible Consumers, would be entitled to any relief.

certification requirements, after the Effective Date.

4. Amendment of Complaint in State AG Action

Agreement, Google agrees to establish: