If Customer's Ordering Document is a", then a purchase Order is required. If Customer's Ordering Document is an order essay form, and Customer wants a purchase Order number on its invoice, customer will inform google and will issue a purchase Order number to google. If Customer requires a purchase Order, and fails to provide the purchase Order number to google, then google will not be obligated to provide the Products and Services until google receives the purchase Order. Any terms and conditions on a purchase Order do not apply to this Agreement or any Addendum and are null and void. The Products and Services will not be made available until google receives either: (i) a complete and duly executed Purchase Order referencing a" and this Agreement; or (ii) a complete and duly executed order form. Customer may not exceed Usage limits. In order for the Products and Services to continue functioning in excess of the Usage limits, customer must enter into a new Ordering Document for the additional Products and Services. Intellectual Property rights Ownership and Publicity. 5.1 Intellectual Property rights Generally.
If Customer is required by law to withhold any taxes from its payments to google, customer must provide google with an official tax receipt or other appropriate documentation to support this withholding. Any invoice disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to google, google will not issue a corrected good invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by google in collecting delinquent amounts, except where these delinquent amounts are due to google's billing inaccuracies. 4.6 Purchases and Orders. Product and Service order requirements will be set forth in this Agreement and each accompanying Addendum.
The Ordering Document is incorporated into and governed by this Agreement. All fees are due 30 days from the invoice date. Customer's obligation to pay fees is non-cancellable. All payments due are. Payments made via wire transfer must include the following instructions: Wells Fargo bank, palo Alto, california usa. Customer is responsible for any applicable taxes without reduction. If google is obligated to collect or pay taxes, the taxes will be invoiced to customer, unless Customer provides google with a valid tax exemption certificate.
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If an Addendum is terminated for data google's breach, the rights granted under the Addendum may, at Customer's option, continue for the remainder of the breached Addendum's term, subject to customer's continued compliance with this Agreement and the continued Addendum. If Customer elects not to continue under the breached Addendum, then the Addendum will terminate. Customer must make its election to proceed or not proceed under the Agreement upon the customer's declaration of google's Addendum breach. Termination for Customer's Breach. If the Agreement or an Addendum is terminated for Customer's breach then: (i) the license term and all other rights and licenses granted by google to customer under the Agreement and its Addendum(s) for the Products and Services will cease immediately and (ii) all payments.
3.5 Effect of Expiration. If the Agreement expires, the Addendum(s) does not expire until the expiration of its respective term(s). If an Addendum survives Agreement termination or expiration, the Agreement will remain in effect with respect to that Addendum until the Addendum expires. If an Addendum expires the Agreement will stay in effect and any other Addendum in Effect with stay in effect unless otherwise provided. Google will provide customer an Ordering Document for each transaction to confirm the acquired Products and Services and their respective quantities and fees.
Subject to customer's payment of all due and payable fees and compliance with this Agreement's terms, the Agreement begins on the Effective date and will continue until the end of the last Addendum term(s) unless terminated earlier as set forth below Initial Term. An Addendum's term is set forth in the respective addendum. At the end of the Initial Term, and unless otherwise indicated in an Addendum, the Agreement will automatically renew for consecutive twelve month renewal terms. If a party does not want the Agreement to automatically renew, then it must provide the other party a written termination notice at least 15 days prior to the then current term's expiration date. A party's timely non-renewal notice will be effective upon the then current term's expiration. Google will invoice customer, and Customer agrees to pay, for the renewal of Products and Services as set forth in the applicable Ordering Document.
An Addendum's renewal term, if any, will be set forth in the respective addendum. 3.3 Termination for Breach. Either party may terminate this Agreement or an Addendum if: (a) the other party is in material breach of the Agreement or an Addendum and fails to cure that breach within 30 days after receipt of written notice; (b) the other party ceases its business. 3.4 Effect of Termination. Termination for google's Breach. If the Agreement is terminated for google's breach, the rights granted hereunder may, at Customer's option, continue for the remainder of all then effective addendum(s s term(s subject to customer's continued compliance with this Agreement and the corresponding Addendum(s). If Customer elects not to continue under the Agreement, then the Agreement and all accompanying then-effective addendum(s) will terminate. Customer must make its election to proceed or not proceed under the Agreement upon the customer's declaration of google's Agreement breach. If Customer elects to continue the Agreement it further commits to continue all Addendum(s).
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If the Ordering Document does not identify a support level, then google will provide standard or Basic tss as defined in the tssg. Google may, from time to time, change the tss. Tss includes Updates, to the extent available, to the given Product or Service. Customer will only receive updates if Customer is receiving tss. Customer's access to and use of tss is subject to this Agreement's terms, dream the applicable Addendum and the Ordering Document. Customer will implement Updates in accordance with essay the tssg. Customer may, if possible, make an Update copy to facilitate installation and will destroy the copy after use.
By using the services, customer consents to this transfer, processing and storage of Customer Data. Applicable papers Products and Services. This section is not applicable to maps api for Business and google earth Enterprise. 2.1 Technical Support Service (TSS). Subject to customer's payment of all due and payable fees and its compliance with this Agreement and its applicable Addendum's terms, google will provide tss for Products and Services in accordance with the applicable tssg for the term agreed in an Ordering Document. Unless otherwise agreed in writing, to receive tss customer must provide google with reasonable access to the Products and Services. Customer's failure to provide access will be at Customer's own risk.
or discover any source code. Customer may upload Customer Data into the systems via the methods described in, and this Customer Data will be stored in accordance with, the documentation. Customer Data will not be returned to customer, whether the customer Data is physically provided to google, or entered by customer or google into the systems. Customer is solely responsible for backing up its Customer Data. Google will not bear any risk of loss for any data. Customer Rights in Customer Data. Customer is solely responsible for having, or obtaining, any necessary rights, licenses, or authorizations necessary for Customer to provide the customer Data to google, and for google to use the customer Data as stated in this Agreement to provide the services to customer. Customer is solely responsible for determining the scope of its notification obligations to customer Data and any other persons whose tracked data and other information is included in Customer Data. As part of providing the service, google may store, process, and serve customer Data in the United States or any other country in which google or its agents maintain facilities.
An Addendum is entered separately and is subject to its own terms. 1.2 Generally Applicable Product and Services Terms. Except as otherwise permitted by the Product or Service in the documentation, customer will not, and will not allow others to: (a) copy software except as explicitly authorized; (b) use the Products and Services for High Risk Activities; (c) use the Product and Services. Unless otherwise authorized by google, customer will not: (a) distribute or sell google content; (b) incorporate or embed google content or components of the Products and Services into any of Customer's products or services that it makes available to third parties; or (c) offer the. Any third party component embedded, included or provided for use with the software may only be used in conjunction with the software, and this use is subject to this Agreement and any applicable Addendum and Documentation. However, to the extent Software includes components governed by open source licenses twist with provisions inconsistent with this Agreement, those components are instead governed solely by the applicable open source licenses. To the extent Software includes components covered by open source licenses requiring the provision of corresponding source code, google hereby offers such source code consistent with those licenses.
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Google earth Pro, this, google Enterprise geo master Agreement for the licensing of google Enterprise maps and Earth Products and Services (the "Agreement is made and entered into by and between google Inc. google and the customer identified below and/or on the Ordering Document(s Customer. This Agreement, using each accompanying addendum and each accompanying Ordering Document governs Customer's access to and use of the Products and Services. Product and Services Terms and Conditions. 1.1 The Agreement is a master Agreement. The customer must have the Agreement in effect to obtain Products and Services. Customer may obtain Products and Services by entering into a corresponding Addendum. The parties will execute the Agreement first and are subject to an agreed term.