GOOGLE PLATFORM TERMS (NORTH AMERICA)

Go to online terms summary

Last Updated: June 21, 2023

These (“Platform Terms” or “Platform Services Terms and Conditions”) govern, in conjunction with the applicable Order Form(s) and, if applicable, addendums (collectively with the Terms, the “Agreement”), Client’s use of the platform services (“Services”) stated in the applicable Order Form (and any addendums thereto, if applicable). These Platform Terms are used to govern a number of different Services provided under different types of Order Forms. Each Order Form that incorporates these Terms will be a separate agreement.

Platform Services Terms and Conditions:

1. DEFINITIONS AND INTERPRETATION

1.1. Capitalized terms used but not defined in these Platform Terms may only be applicable to particular Services, and, if applicable, will have the meanings given in the relevant Order Form or Service Specific Terms.

1.2. Any use of the term “including” in the Agreement will mean “including, but not limited to.”

1.3. The following capitalized terms will have the associated meanings for purposes of the Agreement. Any definitions included in these Platform Terms or any related Order Form(s) will have the same meaning throughout the Agreement:

2. CHANGES TO THE SERVICES OR THE AGREEMENT

Company may modify the terms and conditions of this Agreement (including URLs referenced in these Terms and the content within such URLs) from time to time. Company may also modify URLs referenced in an Order Form and the content within such URLs from time to time. Any modifications to these Terms or the URLs referred to in the Agreement will be available at the relevant URL or a different URL that Company may provide from time to time. Changes to content of these Terms (including changes to the content within URLs) will not apply retroactively and will become effective at least 30 days after they are posted, unless otherwise specified by Company for Policies where in Company’s reasonable opinion more immediate application of a change to Policies (“Policy Change”) is 1) required to meet legal, regulatory, or industry standards/requirements; 2) required to maintain the integrity of Services; 3) required to address matters of public interest; or 4) reasonable to provide access to the Services for categories of Ads not previously permitted. Company will use commercially reasonable efforts to inform Client of immediate Policy Changes by alerting Client via the user interface, posting changes to the applicable change log relating to the Services, or by other suitable means (e.g., via email) where in Company’s reasonable opinion, Client is impacted by such Policy Change. For clarity, changes to the URL references in these Terms and in an Order Form will be effective immediately.

3. THE PARTIES’ OBLIGATIONS; PROHIBITED ACTS

3.1. Company’s obligations. Company will:

a. Provide the applicable Services described in the Order Form(s) entered into by Client, and obtain all rights necessary to provide such Services under the Agreement;

b. provide Client access to Google’s web-based training and support if and where available for any particular Service;

c. use current industry-standard security measures in connection with its provision of Services;

d. promptly notify Client upon becoming aware of any breach of Company or Google security resulting in unauthorized third party access to the Data; and

e. provide the Services in compliance with all applicable privacy and export laws, rules, regulations and sanctions programs, including applicable Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative, the Interactive Advertising Bureau and the Digital Advertising Alliance).

3.2. Client’s Obligations. Client will:

a. use the Services in compliance with all applicable Policies (as such Policies may be updated from time to time) and at all times the burden of proof in establishing such compliance remains with Client;

b. be solely responsible for all use of Services (including trafficking Ads, implementing Tags, the acts and omissions of all Client Partners and Customers);

c. obtain all rights necessary to use, and necessary to permit Client or Company, as the case may be, to use the Data under the terms of the Agreement, including from Client Partners, Target Property owners (if not Client), End Users and Customers;

d. use the Services in compliance with all applicable privacy and export laws, rules, regulations and sanctions programs, including applicable Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative, the Interactive Advertising Bureau and the Digital Advertising Alliance);

e. and ensure that each Target Property utilizing a Service contains a link to a privacy policy that discloses (i) the usage of third-party technology and (ii) the data collection and usage resulting from the Services, provided that those privacy policies need not expressly identify Google or any Service, unless otherwise required by law, rule or regulation; and advise its Customers and Client Partners in writing that each of their web sites and Target Properties must comply with the foregoing.

3.3. Prohibited Acts. Client will not, and will not assist or knowingly permit any third party to:

a. save for passing Client’s staff contact details to Company solely for the purpose of providing the services and billing hereunder, pass information to Company or Google that Company or Google could use or recognize as Personally Identifiable Information;

b. misappropriate, misuse, or abuse any part of a Service or modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect to Services or any part of a Service;

c. damage or tamper with any part of a Service;

d. knowingly breach any Service security measure; or

e. provide Company or Google any Ad that (x) when viewed or clicked on by an End User’s computer, causes such End User’s computer to download any software application, or (y) is illegal.

3.4. ­­No Contact with Google. Company will be solely responsible for all provisions of the Services to Client and Client’s sole point of contact for the Services and any support services will be Company. Client acknowledges and agrees that it shall not contact Google directly for support, and that it will not communicate directly with Google in relation to this Agreement.

4. PAYMENTS

4.1. Company Payments to Client.

a. Revenue Share Calculation. For each applicable Service (i.e., if an Order Form requires Company to pay Client a Revenue Share Percentage, as such term is defined in the applicable Service Specific Terms), Company will pay Client an amount equal to the Revenue Share Percentage of Net Ad Revenues (as such term is defined in the applicable Service Specific Terms) attributable to a calendar month, except in instances where Client may receive certain payments directly from a third-party demand source rather than from Company. In such cases, notwithstanding anything to the contrary in this Section 4.1 of the Platforms Terms and Conditions, Client agrees that the terms and conditions associated with such payment will be addressed in the agreement entered into between Client and the third-party demand source. For clarity, Company will not pay Client a Revenue Share Percentage or any amount attributed to Ads delivered by the third-party source on Client’s Target Properties (including any revenue share payment) and Google will not owe any such amounts to Client.

b. Payment. Subject to Company having received payment from Google in respect of revenue share due to client, Company payment to Client will be made in the month following the calendar month in which the applicable Ads were displayed, subject to any minimum payment threshold set forth in the applicable Service Specific Terms.

c. Exclusions. Company payment to Client will be based on Company’s accounting which may be filtered to exclude, as determined by Company: (i) spam, invalid clicks, invalid impressions, , invalid queries, invalid conversions, or other invalid events, (ii) Ads served to End Users whose browsers have JavaScript disabled or who are otherwise tampering with ad serving or measurement, (iii) any click, impression, query, conversion, or other event occurring on a Target Property that does not comply with the Policies, and (iv) any amounts refunded to advertisers in connection with Client’s failure to comply with this Agreement. If Company detects such invalid activity, either before or after issuing a payment for such activity, Company reserves the right to debit Client’s Company Ad Manager account or adjust future payments accordingly.

d. Tax. Company payment to Client will be treated as inclusive of tax (if applicable).

e. Withholding Tax. If Company is obligated to withhold any taxes from its payments to Client, Company will withhold and provide Client with tax information returns and/or withholding certificates (or other sufficient evidence of tax payments) if required by law. Company may request withholding tax exemption certificates from Client to determine if Client is eligible for a withholding exemption or a reduced rate of tax withholding.

f. Set-off. In addition to other rights and remedies that Company may have, Company may offset any payment obligations to Client that Company may incur under the Agreement against any undisputed, past due product or service fees owed to Company by Client under Agreement(s) between Client and Company.

g. Over payment. Company may withhold and offset against its payment obligations under these Platform Terms, or require Client to pay to Company within 30 days of any invoice, any amounts Company may have overpaid to Client in prior periods.

4.2. Client Payments to Company.

a. Invoicing. For each applicable Service, Company will invoice (or send a statement of financial activity to) Client for Service Fees, if applicable, in the month following the calendar month in which the Service Fees are incurred unless there is an unforeseen circumstance where billing may be delayed.

b. Payment. Client will pay Company the Service Fees (other than any portion of the Service Fees disputed in good faith) and other invoiced amounts (if any) within 30 days (“Payment Due Date”), in the currency and at the exchange rate (if any) specified in the applicable Order Form and by electronic transfer to the account notified to it by Company or such other means expressly agreed to in writing by the parties. Unless otherwise expressly agreed, Service Fees payable under an Order Form are additional to Service Fees payable under other Order Forms. Client will be solely responsible, in accordance with the terms of this Order Form and the Terms, for all payments hereunder Services provided for the benefit of Customers, regardless of whether or not Client receives payment from Customers.

c. Taxes. The Service Fees are exclusive of taxes. Client will pay all taxes and other government charges related to or arising from use of the Services (except for taxes on Company’s net income).

d. Set-off. Client shall pay all undisputed sums due to Company without any set-off, counterclaim and/or any other deductions or withholding of monies. In addition to other rights and remedies Company may have, Company may offset the Service Fees payable by Client under the Agreement against any payment obligations to Client that Company may incur under the Agreement.

e. Disputes. If Client disputes the terms of an invoice, Client must raise such dispute within 60 days of its receipt of such invoice, failing which Client’s right to dispute such invoice shall be deemed to be waived. Upon receipt by Company of a written notice of dispute setting out Client’s reasons therefore, Parties shall cooperate in good faith to resolve the any billing dispute within 10 working days. The Due Date for disputed amounts shall be 30 days from the resolution of the dispute.

f. Expenses. Out of pocket expenses incurred by Company and approved by Client shall be invoiced monthly in arrears.

g. Late Payment. Company may charge interest at a rate of 1.5% per month (or the highest rate permitted by law, if less), from the date payment is due until the date of actual payment, whether before or after judgment, on any Service Fees which are overdue (other than Service Fees disputed in good faith). Client will pay reasonable expenses and attorneys’ fees Company incurs in collecting late payments not disputed in good faith.

h. Suspension for late payment. Notwithstanding any provision in this Agreement or any Services Specific Terms or any Order Form, Company’s obligations under this Agreement and/or any Order Form shall be conditional upon Client’s fulfilment of its payment obligations to Company. If Client fails to pay Service Fees invoiced by Company (other than Service Fees disputed in good faith) within 10 days following the Payment Due Date, Company may suspend each applicable Service (for which the Service Fees are overdue) immediately upon notice to Client.

i. Credit Check. Prior to Company’s commencement of any Services under any Order Form, if Client fails to pay Company in a timely manner at any point during the Terms of this Agreement or if Company has reasonable grounds to suspect that Client is or is likely to be unable to meet its payment obligations hereunder timeously, Client shall, upon Company’s request, provide Company with the information necessary to enable Company to perform a credit check on Client.

j. Credit Limit. If applicable, Client will not exceed its aggregate credit line as determined by Company in its sole discretion (and made available if requested) and Company will not be obligated to provide any Services in excess of such credit line. Company reserves the right to change or retract any credit line at any time in its sole discretion.

k. Deposit. Upon 5 days’ prior notice to Client, Company may, in its sole discretion if Company determines that there is any credit risk associated with Client, require Client to prepay Company an amount equal to not more than 2 months of reasonably anticipated or actual Service Fees under each applicable Order Form. The Deposit shall be held by Company until such time as Client does not have any overdue invoices for a period of 12 consecutive months. At such time, Company shall apply the Deposit against ensuing invoices until such time as the Deposit is reduced to zero. Without prejudice to any rights of Company, Company has the right to apply the Deposit (or a portion thereof) against any overdue invoices and Client is then required to replenish the Deposit within two (2) business days from the date of an email notice by Company. Should Client fail to replenish the deposit within this notice period, Company has the right to immediately suspend any or all Services without any liability arising by reason thereof, and not reinstate such Services until Client has paid all outstanding amounts and has replenished the Deposit. Company shall return the balance of the Deposit held upon expiration of the Term (after applying the Deposit to any outstanding payments, if any) to Client within 30 days of the termination date.

5. INTELLECTUAL PROPERTY

Except to the extent expressly stated otherwise in the Agreement, neither party will acquire any right, title or interest in any Intellectual Property Rights owned or licensed by the other party.

6. BRAND FEATURES

Company and Google may use Client’s Brand Features as necessary for Company to provide the Services (e.g., if Client makes its inventory available on a transparent basis via the Services, Company and/or Google may display Client’s Brand Features to advertisers). Other than the limited license set forth in the preceding sentence, Company will not use, and will procure that Google does not use, Client’s Brand Features (including for marketing and promotional purposes) without Client’s prior written approval.

7. CONFIDENTIALITY

7.1. The receiving party will not disclose the Confidential Information of the disclosing party, except to: Affiliates; Subcontractors; employees; agents; and/or professional advisors of the receiving party who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The receiving party will ensure that those people and entities use the Confidential Information of the disclosing party only to exercise rights and fulfil obligations under the Agreement, and that they keep it confidential. The receiving party may also disclose Confidential Information when required by law after giving reasonable notice to the disclosing party, if permitted by law. For purposes of clarification, Data and the terms and conditions of this Agreement are considered Confidential Information under the Agreement.

7.2. Notwithstanding anything to the contrary in this Agreement, Client expressly consents that Company may from time to time provide Google with reports that contain Client’s Confidential and/or Personally Identifiable Information for the following purpose: (a) reporting as required by Google pursuant to the reseller agreement between Google and Company, and (b) for Google to contact Client to discuss the Services, including to discuss Client’s satisfaction with Company’s provision of the Services.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has all necessary rights and authority to (i) enter into the Terms and each Order Form, and (ii) perform its obligations hereunder and thereunder. Client further represents and warrants that it has all necessary rights and authority to act on behalf of any Customers and Client Partners.

9. DISCLAIMERS

9.1. Except as expressly provided for in the Agreement and to the maximum extent permitted by applicable law, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY DISCLAIMS, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT (BUT THE FOREGOING WILL NOT LIMIT EITHER PARTY’S IP INFRINGEMENT INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12 OF THESE TERMS).

9.2. Company’s advice and/or recommendations provided in the course of any Services are not, and must not be construed as, legal advice. Different applicable laws (including Client industry laws), industry codes of conduct and internal policies (collectively, “Applicable Rules“) apply to Company’s clients and each client (including Client) operates within a unique compliance environment. Notwithstanding any other provision herein or otherwise, Company does not warrant or guarantee that Client’s decisions, actions or inactions in reliance on Company’s advice and/or recommendations will be compliant with any or all Applicable Rules. Client acknowledges and agrees that any decisions or acts based on implementation of Company’s recommendations are at Client’s own risk.

10. ANTI-BRIBERY

In performance of its obligations under this Agreement, each Party will comply with all applicable commercial and public anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977 (“Anti-Bribery Laws”), which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage; and (y) will not make any facilitation payments, which are payments to induce any official to perform routine functions they are otherwise obligated to perform. “Government officials” include any government employee; candidate for public office; and employee of government-owned or controlled companies, public international organizations, and political parties. Any breach of the first sentence of this Section 10 (Anti-Bribery) is deemed incapable of cure. Client will keep complete and accurate records relating to this Agreement. During the term of this Agreement, and for a period of one year afterwards, Company and/or Google may audit Client’s relevant records to confirm Client’s compliance with this Agreement. Such auditor will only have access to those books and records of Client that are reasonably necessary to confirm such compliance. Client will make commercially reasonable and good faith efforts to comply with Company and/or Google’s anti-bribery due diligence process, including providing requested information.

11. BETA FEATURES

Company will have no liability under the Agreement (including any indemnification obligations) arising out of or related to any use of Beta Features by Client, its Affiliates, or its or their Customers or Client Partners. Any use of Beta Features will be solely at Client’s own risk and may be subject to additional requirements as specified by Company. Company is not obligated to provide support for Beta Features and Company may, at its sole discretion, cease providing Beta Features as part of any Services.

12. INDEMNIFICATION

12.1. Indemnity by Company. Company will indemnify Client against:

a. all damages and costs finally awarded against Client in relation to a claim filed by an unaffiliated third party before a court or government tribunal that the software and other technology used by Company to provide the Services infringes any trademark, trade secret, copyright, or U.S. patent of that third party (a “Client Claim”);

b. settlement costs in relation to that Client Claim;

c. reasonable legal fees and disbursements necessarily incurred by Client in relation to that Client Claim; and

d. reasonable costs necessarily incurred by Client in complying with Section 12.3.

12.2. Indemnity by Client. Client will indemnify Company and its Affiliates against:

a. all damages and costs finally awarded against Company or any of its Affiliates in relation to a claim filed by an unaffiliated third party before a court or government tribunal:

i. that the creative, technology, data or other materials provided by Client or any Affiliate of Client to Company or otherwise provided and utilized by Client, any Affiliate of Client or any Client Partner in connection with the Services (“Client Materials”) infringes any trademark, trade secret, copyright, or U.S. patent of that third party;

ii. arising out of or related to (a) any Client Content, Target Properties or Client Brand Features; (b) any use of, or access to, the Services, including Ads, by any Client Partner; or (c) claims brought by any Client Partner against Company relating to the implementation or display of Ads on a Client Partner Target Property or Company’s provision of the Service(s) for such Client Partner;

(in each case an “Company Claim”);

b. settlement costs in relation to that Company Claim;

c. reasonable legal fees and disbursements necessarily incurred by Company or any of its Affiliates in relation to that Company Claim; and

d. reasonable costs necessarily incurred by Company or any of its Affiliates in complying with Section 12.3.

12.3. Indemnification process. Each party will:

a. notify the other of a Client Claim or an Company Claim (each a “Third Party Claim”) promptly after becoming aware of it;

b. provide the other with reasonable information, assistance, and cooperation in responding to and, where applicable, defending that Third Party Claim; and

c. give the other sole control over the defence and settlement of that Third Party Claim subject to the indemnified party’s right to join in the defence with non-controlling counsel of its choice at its own expense and its rights under Section 12.4.

12.4. Settlement. Any settlement requiring the Indemnified Party to admit liability, pay money, or take (or refrain from taking) any action, will require the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

12.5. Exclusions. The indemnifying party will have no obligation or liability under this Section 12 in relation to any Third Party Claim arising from:

a. the indemnified party’s breach of the Agreement;

b. (where Company is the indemnifying party) (i) Client Materials, (ii) content, information or data provided to Company or Google by End Users or any other third parties or (iii) Ads or any third party websites or content to which such Ads may link;

c. (where Company is the indemnifying party) the combination, operation or use by Client or any Affiliate of Client of any Services (a) with any product or service not provided or authorized in writing by Company, or (b) in a modified form; or

d. (where Company is the indemnifying party) acts or omissions by Client Partners or Affiliates.

12.6. Remedies. If any Services become, or in Company’s reasonable opinion are likely to become, the subject of an Intellectual Property Rights infringement claim, then Company, at Company’s sole option and expense and upon notice to Client, may: (a) procure the right to continue providing the Services as contemplated by the Agreement; (b) modify the Services to render them non-infringing (if modification does not adversely affect use of the Services); or (c) replace the Services with functionally equivalent, non-infringing services. If none of the foregoing options is commercially practicable, then Company will have the right to terminate the Order Form on written notice.

12.7. Sole Remedy. Without affecting either party’s termination rights, this Section 12 states the parties’ entire liability and exclusive remedy with respect to third party Intellectual Property Rights infringement allegations and Third Party Claims.

13. LIMITATION OF LIABILITY

13.1. EXCEPT FOR (A) INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE AGREEMENT AND (B) BREACHES OF SECTION 7 (CONFIDENTIALITY) OF THESE TERMS, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR LOST REVENUES, LOSSES, OR EXPENSES RELATED TO SUCH LOST REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2. EXCEPT FOR (I) INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE AGREEMENT OR (II) AMOUNTS OWED AND PAYABLE UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR MORE THAN THE SUM OF (A) SERVICE FEES PAID TO SUCH PARTY UNDER THE AGREEMENT AND (B) AD REVENUES (IF APPLICABLE) RECEIVED AND RETAINED BY SUCH PARTY, IN EACH CASE, DURING THE 12 MONTHS BEFORE THE CLAIM ARISES.

14. TERM; TERMINATION; AND SUSPENSION

14.1. Term. The term of the Agreement is as set forth in an applicable Order Form(s), unless earlier terminated in accordance with the Agreement.

14.2. Suspension. In addition to Company’s suspension rights under Sections 4.2.h (Suspension for late payment), 4.2.k (Deposits) and 14.5 (Changes in law), and any suspension rights set out in the Order Form or Service Specific Terms, if Client, a Customer or a Client Partner is in violation (or if Company reasonably suspects a violation) of this Agreement, the Policies, and/or the Service Specific Terms, Company may immediately suspend or deactivate Client, Customer or Client Partner‘s use of all or any part of the applicable Services.

14.3. Termination for convenience. Client may not terminate this Agreement for convenience.

14.4. Termination for cause.

a. Either party may terminate this Agreement (or, where an Order Form covers more than one Service, one or more of the Services under the Order Form) upon notice with immediate effect if the other party is in material breach of these Platform Terms or the applicable Order Form (which includes any breach by Client of Sections 3.2.a, 3.2.d or 3.3 of these Platform Terms):

i. where the breach is incapable of remedy;

ii. where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party; or

iii. more than twice even if the previous breaches were remedied.

b. Company may terminate the Agreement immediately upon notice if pornographic content that is illegal under U.S. law is displayed on any Target Property.

14.5. CHANGES IN LAW. If Company is unable to provide a Service due to any changes in law or regulations, Company may terminate the applicable Order Form related to such Service upon notice to Client.

14.6. Effect of Termination. Upon the expiration or termination of the Agreement for any reason:

a. all rights and licences granted by each party will cease immediately; and

b. if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information (excluding Data) disclosed to it by the other party.

c. If termination is by Company as a result of Client’s material breach of the Agreement, all Service Fees in respect of the full Term shall become immediately due and payable.

14.7. Additional Termination Rights and Transfer of Services to Google.

a. Should Client notify Company of its intent to terminate this Agreement, Company may notify Google of Client’s intent to terminate, and Client acknowledges that Google or its designee may then, at Google’s sole option, seek to enter into a direct agreement with Client.

b. In the event that Company is unable to provide the Services at any time during the term of this Agreement for any reason whatsoever, including without limitation, an occurrence of bankruptcy or a discontinuation of Company’s business and Google elects not to assume the terms of the Agreement, then Client shall enter into Google’s standard agreement(s) with respect to the Services for a period no less than the balance of the then current term of the Agreement, the pricing of which will be negotiated in good faith at the time of such transition.

c. Company may terminate this Agreement (or, where an Order Form covers more than one Service, one or more of the Services under the Order Form) with immediate effect on written notice in the event that its right to resell the applicable Services terminates or is revoked by Google for any reason, except that, if requested by Google to do so, Company will offer Client the option of:

i. terminating this Agreement,

ii. terminating affected Services under the Order Form, or

iii. terminating this Agreement but continuing to receive the relevant Services directly from Google or its designee by executing the then-current applicable agreement(s) with Google or its designee.

d. If Google makes a request under subsection 14.7.c.iii above, Company will continue to provide the relevant Services to Client as if its reseller agreement with Google had not terminated. Unless Google otherwise notifies Company, Company will then continue to provide the Services to Client for the shorter of (a) the remaining term of the Agreement, and (b) the expiry of a six (6) month period, beginning on the date Company’s reseller agreement with Google for the Services terminates or expires, or Company’s authorisation to resell the Services is terminated or revoked (“Transition Period”). The terms of this Agreement will during the Transition Period continue in full force and effect.

e. Other than the Service Fees payable hereunder in respect of the full Term, Company will not charge Client any fees or other amounts relating to terminating Client Agreement or assigning, novating or otherwise transferring Client Agreement and/or the provision of Services to Google.

f. The expiry or termination of Company’s agreements with Google as detailed in section 14.7.3 shall not in itself give rise to any claim against Company for indemnification or compensation, whether for loss of income, loss of goodwill or any analogous loss.

15. MISCELLANEOUS

15.1. Assignment.

a. Notwithstanding anything to the contrary contained in this Agreement, Company retains the right to assign this Agreement to Google, on notification to Client, without Client’s consent.

b. Subject to Section 15.1.a, neither party may assign any part of the Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assignor has notified the other party of the assignment. Any other attempt to assign is void.

15.2. Non-Solicitation. Neither party shall (except with the prior written consent of the other party), and shall procure that none of its Affiliates shall, during the term of this Agreement, and for a period of one year after expiry or termination of this Agreement, solicit the services of any staff of the other party or its Affiliates who has been engaged in the provision of Services or the management of this Agreement or any Order Form. However, nothing in this Section 15.2 (Non-Solicitation) shall prevent a Party or its Affiliates from appointing any person (including staff members of the other Party) who applied for a role in response to a publicly advertised position provided that the advertisement was not specifically targeted at such staff of the other Party.

15.3. Publicity. Neither party shall make any announcement of any kind in respect of the subject matter of this Agreement except with the prior written consent of the other Party (not to be unreasonably withheld or delayed) or as is required by law. However, Company may identify Client as its client and Client may identify Company as its supplier and the type of Services provided by Company to Client, provided that in doing so the Confidential Information of the other is not revealed.

15.4. Conflicting Terms. If there is a conflict between the Terms and a term of an Order Form, the term of the Order Form will govern.

15.5. Entire Agreement. The Agreement sets out all terms agreed between the parties and supersedes all other Agreements between the parties relating to its subject matter. In entering into the Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement.

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

15.7. Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA. THE PARTIES CONSENT TO PERSONAL JURISDICTION AND WAIVE ALL OBJECTIONS TO PROPER VENUE IN THOSE COURTS.

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

15.9. No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.

15.10. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

15.11. No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does.

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

15.13. Subcontractors.

a. Either party may subcontract any of its obligations under the Agreement, without the written consent of the other party.

b. Each party is liable for the acts and omissions of its Subcontractors.

c. If Client (or its Customers or Client Partners) engage a Subcontractor that is recommended by Company or is an Company partner (including Google certified partners):

i. Client acknowledges and agrees that the products and services provided by such Subcontractor are not provided by Company and Company makes no representations or warranties about such Subcontractor’s performance; and

ii. Client is solely liable for the acts and omissions of such Subcontractor.

15.14. Approvals. The parties agree that whenever the Agreement calls for written request or written approval to be provided by either party, unless otherwise expressly stated that email is not acceptable, such request or approval may be provided via email.

15.15. Equitable Relief. Nothing in the Agreement will limit a party’s ability to seek equitable relief; except that Client will not seek, in a proceeding filed during the term or for one year after the term, an injunction or an exclusion order of any of the Services or any portion of the Services based on patent infringement.

15.16. Survival. Notwithstanding termination or expiration of the Agreement, any provisions of the Agreement that by their nature are intended to survive, will survive termination including, but not limited to: Sections 4 (Payments), 5 (Intellectual Property), 7 (Confidentiality), 9 (Disclaimers), 11 (Beta Features), 12 (Indemnification), 13 (Limitation of Liability), and 15 (Miscellaneous).

15.17. No reselling unless expressly permitted. Except as expressly set forth in an Order Form, Client may not resell any of the Services.

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