Version: June 1, 2025

RESELLER OFFERS THE SERVICES TO CUSTOMER CONDITIONED UPON CUSTOMER’S ACCEPTANCE OF THESE TERMS WITHOUT MODIFICATION OR EXCEPTION. CUSTOMER’S USE OF THE SERVICES CONSTITUTES ITS ACCEPTANCE OF THESE TERMS. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIABILITY.

PLEASE NOTE THAT SECTION 17.13 OF THESE TERMS INCLUDES BOTH AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY ACCEPTING THESE TERMS, CUSTOMER AGREES (A) TO RESOLVE ALL DISPUTES WITH RESELLER THROUGH BINDING INDIVIDUAL ARBITRATION (WAIVING ANY RIGHT CUSTOMER MIGHT HAVE TO HAVE ANY DISPUTES WITH RESELLER OR CLAIMS AGAINST RESELLER DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE CUSTOMER’S RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

THESE TERMS FORM AN ESSENTIAL BASIS OF OUR BARGAIN. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER IS PROHIBITED FROM USING THE SERVICES.

BY SIGNING THE ORDER FORM WHICH INCORPORATES THESE TERMS BY REFERENCE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF CUSTOMER AND BIND IT TO THESE TERMS.

1. Agreement and Services

1.1. In consideration of the payment of Fees as defined in clause 4.1, and subject to Customer’s compliance with all the terms and conditions of the Agreement and the Google Platform Terms (as defined in clause 8 below), all applicable laws, rules and regulations, and any additional usage requirements, restrictions, and documentation Reseller may provide to Customer from time to time upon written notice to Customer, Reseller hereby grants to Customer a limited, revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive license and right to access and use the Google Products and Services in the Territories as set out in the Order Form for each Contract Year; and the support services as detailed in the Order Form (“Support Services”). The Google Products and Services together with the Support Services are herein referred to as “the Services.” Reseller reserves all rights not expressly granted under this Agreement.

1.2. Save as set out in clause 11.3, if there is any conflict between the terms in this Agreement and the Google Platform Terms, then in relation to the Reseller’s obligations as between the Reseller and the Customer, this Agreement shall prevail.

1.3. In the event of conflict between the Order Form and these terms and conditions, these terms and conditions shall prevail over the Order Form.

1.4. Use of Services.

1.4.1. “Account” means Customer’s account through which Customer’s Designated Users can access and use the Services through a dedicated Customer login. “Designated Users” means the individual Customer users designated by Customer to access the Account through a designated Customer user login and password. Reseller, as admin, will manage Designated Users at Customer’s direction.

1.4.2. Subject to the terms and conditions of this Agreement, Reseller hereby grants Customer the right, during the term of this Agreement, to access and use the Services through Customer’s Account for its own internal use.

1.4.3. Customer may have the number of Designated Users as is set forth in the Order Form, or, if no number is specified, there shall be no limit on Designated Users. Customer may replace a Designated User upon written notice to Reseller. Customer and its Designated Users shall not share their user login and password with, or otherwise allow access to the Services and Account by, any other individuals other than the Designated Users.

1.4.4. Customer shall provide to Reseller all required information, which must be correct, current, and complete, in order to create the Account. Customer is responsible for maintaining the confidentiality of the user login and password Customer is given to access the Account, and Customer is fully responsible for all activities that occur under the Account, including activities of its Designated Users. Customer shall maintain all reasonable security measures to ensure that access to the Services is adequately protected, including without limitation as to confidentiality, authenticity, and integrity and shall comply with all Reseller’s reasonable Policies with respect to same. Customer shall notify Reseller immediately of any unauthorized use of Customer’s user login and password. Customer acknowledges and agrees that Reseller or Google may, from time to time, log in to the Services under Customer’s Account in order to maintain or improve Services, including to provide Customer with assistance related to technical or billing issues. Customer will receive a level of access to the Google Products and Services that allows Customer to create, edit, manage campaigns, and fully utilize all marketing and data features of the Google Products and Services.

2. Rights of Use of Google Products and Services and Support Services

2.1 The Customer acknowledges that the Support Services do not include:

2.1.1 any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Google Products and Services); or

2.1.2 dedicated data back up or disaster recovery facilities (and the Customer should ensure that it, at all times, maintains backups of all Customer Data).

2.2 Support Services shall be available to the Customer for the duration of the relevant Contract Year (unless terminated earlier in accordance with this Agreement) to the extent and in the manner specified in the Order Form (“Service Levels”).

2.3 The Reseller shall use commercially reasonable efforts to notify the Customer in advance of scheduled maintenance either by Google or the Reseller, but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

2.4 In relation to the Support Services, the Customer will only contact the Reseller (and not Google) for any necessary support including for any enquiries which are not available through a user interface or help section on the relevant Google Products and Services. The Reseller will use its commercially reasonable efforts to assist the Customer and provide such support in line with the Service Levels as agreed with the Reseller in the Order Form.

3. Customer Obligations

3.1 The Customer acknowledges that Google is not a party to this Agreement and the Customer’s sole point of contact in relation to the Services is the Reseller. For the avoidance of doubt, the Reseller enters into this Agreement as principal and is not an agent for Google therefore Google has no direct liability to the Customer under this Agreement.

3.2 The Customer will give the Reseller clear and accurate instructions, facts and information about its business requirements relating to the Google Products and Services and Support Services it requires.

3.3 The Customer shall co-operate with the Reseller as may be required from time to time throughout the Term.

3.4 The Customer agrees and confirms that it has consented to permit the Reseller and Google access to and monitor the Customer’s use of the Google’s Products and Services from Customer’s account and to use and disclose the data collected for analytics, reporting, audit and/or measurement purposes.

3.5 While the Reseller is the Customer’s sole point of contact with Google, the Customer agrees that Google may, from time to time, contact the Customer directly regarding satisfaction surveys and to discuss their participation in case studies, including those that Reseller prepares.

3.6 The Customer is permitted to install, copy and use the OCSIs and Analytics Service solely on Customer’s own systems and websites and solely for its own use. The Customer shall not disassemble, reverse engineer or decompile any of the Google Products.

3.7 The Customer agrees that it will not at any time license, sublicense, re-sell or grant access to the Google Products and Services to any third party without the prior written consent of the Reseller.

3.8 The Customer will immediately notify Reseller of any actual or reasonably suspected unauthorized access to the Services by a third-party, and the Customer will include with that notice the reasonably expected impact of that breach or access may have on Reseller or Google. The Customer shall cooperate reasonably and in good faith with Reseller (and if relevant with Google) to investigate any such unauthorized access.

3.9 Customer shall comply with all applicable laws and regulations relevant to its use of the Services.

3.10 Exclusive of any part of the Services, Customer shall be solely responsible, at its sole cost and expense, for (i) providing and maintaining all hardware, software, electrical, and other physical requirements necessary for Customer’s use of the Services, including, without limitation, telecommunications and Internet access connections and links, web browsers, bandwidth, or other equipment, software, and services required to access and use the Services, (ii) ensuring that all of the foregoing are compatible with the Services, and (iii) complying with all system requirements provided by Reseller. Customer’s failure to abide by the foregoing may result in disruptions to the Services and Reseller shall not be liable for any such failure notwithstanding anything to the contrary set forth herein.

4. Fees

4.1 The Reseller shall invoice on a monthly basis the Customer for the fees as set out in the Order Form together with all media charges (other than SA360 usage, which is billed by Google in Customer’s separate Google Ads account) payable by the Customer from the use of the Services (“Fees”), or such other frequency as agreed in writing in the Order Form.

4.2 Unless otherwise agreed in writing, the Reseller’s invoices shall be payable within 30 days of the date of the invoice. Fees will be calculated based on Reseller’s (or Google’s or its other providers’) figures to the extent such Fees are variable based upon usage. Reseller reserves the right to charge the Customer a late payment charge of one and one-half percent (1.5%) per month on overdue accounts, or the highest rate allowed by applicable law, whichever is lower, if payment of an invoice in full is not received by the due date. In addition, Reseller reserves the right to terminate and/or suspend the provision of Services hereunder upon ten (10) days prior written notice to Customer of a failure to timely pay an invoice. Customer shall be liable for all costs of collection, including attorneys’ fees and costs.

4.3 The Reseller may vary the Fees in the following circumstances:

4.3.1 Where Google increases its fees to the Reseller due to foreign exchange fluctuations, pricing changes on renewal of the agreement between Google and Reseller, and/or other reason. In which event, Reseller shall inform the Customer of the applicable date of such increase as soon as reasonably practicable after it has been notified of such increase by Google.

4.3.2 Where the Reseller is required to vary the Fees due to increase in its costs it shall notify the Customer of such increase as soon as reasonably practicable; if the Customer objects to the increase in Fees, it shall inform the Reseller within 7 days of receipt of the notice. Upon receipt of such objection from the Customer, the Parties acknowledge that this Agreement shall continue up to and until the end of the relevant Contract Year and the increase in Fees shall not apply during that period but the Agreement will then automatically terminate at the end of the Contract Year.

4.4 Where the Customer is buying any media services from any agencies within the Interpublic Group of Companies under a media services agreement or similar arrangement (“MSA”) the parties agree and acknowledge that as an authorized reseller of Google Products and Services the Reseller is not subject to the terms of such MSA.

4.5 As required by Google, the rates that Google transacts with the Reseller will not be disclosed to the Customer therefore the Google arrangements between the Reseller and Google shall not be subject to any audit process specified in any MSA or other agreement that the Reseller or any affiliate of the Reseller may have with the Customer or its affiliates, and the Reseller shall not have any obligation to identify any financial benefit to Customer or its affiliates arising from its arrangements with Google either in an invoice, reporting, or otherwise.

4.6 In the event Customer disputes any amounts owed to Reseller pursuant to this Agreement, it must provide written notice of such dispute within thirty (30) days of the date a disputed amount was otherwise due and owing to Reseller. Upon timely submission of a notice of dispute pursuant to this Section 4.6, the parties will work in good faith to resolve this dispute for a period of thirty (30) days and if, at the end of such thirty (30) day period, no resolution has been reached, the applicable Services may be immediately terminated by Reseller and the parties may pursue their respective rights under applicable law. In the event a notice of dispute is not timely received, Customer shall be deemed to have conclusively accepted the accuracy of Reseller’s calculation of Fees under the applicable invoices and waives any further rights to challenge or dispute such compensation calculation.

4.7 Customer will maintain accurate books and records pertaining to calculations of all applicable Fees due to Reseller pursuant to this Agreement for a period of three (3) years from the termination of this Agreement. Reseller shall have the right, at Reseller’s expense, to conduct or have an independent public account selected by it to conduct an inspection and audit of all the relevant accounting and sales books, records, agreements, computer systems and documents of Customer, during regular business hours at Customer’s offices and in such a manner as not to interfere unreasonably with Customer’s normal business activities (the “Audit”). In the event the Audit discloses that Customer underpaid Reseller, it shall immediately correct such underpayment. In the event the Audit discloses that Customer underpaid Reseller in excess of five percent (5%) of the amounts owed to Reseller, Customer shall, in addition to immediately correcting any underpaid amounts, reimburse Reseller for reasonable costs and expenses associated with such Audit.

5. Foreign Exchange

5.1 The Reseller will invoice the Customer in the currency as agreed in the Order Form.

5.2 If the Services are paid for in a currency other than the currency set out in the Order Form, the final cost may be more or less than the amount originally notified to the Customer due to foreign exchange fluctuations in the rate of currency exchange. This exchange impact will be the difference between the local currency value of the amount payable by the Customer versus the local currency value of the payment due. The Reseller will reconcile on an annual basis the losses from fluctuations in currency values and within 60 days from the date of reconciliation it will invoice or credit the Customer in respect of any such losses or gains which shall be payable by the Customer.

6. Credit Rating

If the Customer fails to comply with any of its payment obligations under this Agreement or if its credit limit is revised to a level below that reasonably required, the Reseller reserves the right to revise its terms of payment and if necessary, ask for payments in advance or seek suitable guarantees from the Customer. If it is not possible to reach agreement on suitable revised terms the Reseller will have the right to suspend the Services immediately upon notice to the Customer without further liability.

7. Taxation

7.1 All sums payable under this Agreement are exclusive of any Value Added Tax or similar sales taxes or any other taxes that may be payable in relation to the provision of the Google Products and Services and/ or Support Services and which shall be payable by the Customer in addition to the Fees (“Transaction Taxes”).

7.2 Reseller will use commercially reasonable efforts to mitigate any non-recoverable Transaction Taxes to the extent legally permissible and seek to deduct or claim refunds where applicable for Transaction Taxes. While Reseller and Customer will work together to generate tax efficiencies and lawfully minimize Transaction Taxes associated with the performance of the Agreement, it is expressly understood that any Transaction Tax incurred by Reseller in the context of this clause 7 (whether recoverable or irrecoverable) will be payable by the Customer.

7.3 In addition to any payments due to the Reseller, if the law in any jurisdiction requires deductions or withholdings, Customer shall account to the relevant taxation or other authorities within the period for payment permitted by the applicable law of the full amount of the withholding tax. Customer shall furnish to the Reseller within the period for payment permitted by the relevant law either an official receipt of the relevant taxation authorities involved in respect of all amounts so deducted or withheld or if such receipts are not issued by the taxation authorities concerned a certificate of deduction or equivalent evidence of the relevant withholding tax. Customer shall co-operate with the Reseller to ensure that the amount of any withholding tax required by law is kept to a minimum as legally permitted.

8. Acceptance of the Google Platform Terms

8.1 The Customer acknowledges and agrees that as a Reseller of the Services, the Reseller is ultimately reliant on Google. The Reseller gives no representations or warranties on behalf of itself or Google in relation to the Services other than as set out in the Google Platform Terms (defined below).

8.2 The Customer shall comply with the Google terms and conditions and policies including those in the links provided in clause 8.4 (“the Google Platform Terms”).

8.3 The Customer acknowledges that all references in the Google Platform Terms to “Company” shall be deemed references to the Customer and in accordance with Clause 15.1 below, Google may suspend or terminate the Services to the Customer in the event of a breach of the Google Platform Terms. Customer should read the Google Platform Terms carefully before entering into this Agreement. The Customer acknowledges that Google may update the Google Platform Terms from time to time.

8.4 The Google Platform Terms include:

https://www.google.com/intl/en_us/doubleclick/platform/terms.html

https://www.google.com/intl/en_us/ads_platforms/gmp/analytics/terms.html

https://business.safety.google/adsprocessorterms/

https://business.safety.google/adscontrollerterms/

http://www.google.com/privacypolicy.html

https://marketingplatform.google.com/intl/en_us/about/ads_platforms/gmp/advertising/partnermsos/

https://marketingplatform.google.com/about/analytics_products/reseller-sla/

(collectively, the “Google Platform Terms”; each as may be updated by Google from time to time at its discretion, and the Customer will be responsible for checking regularly for updates).

9. Beta Tests and Beta Features.

9.1 “Beta Feature” means any Google Products and Service feature that is identified by Google or the Reseller including via the applicable Service user interface or via other communications to Customer, as “Beta”, “Alpha”, or “Experimental, Limited Release” or “Pre-Release” or that is otherwise identified by Google or the Reseller as unsupported.

9.2 In relation to the Beta Features, Reseller will have no liability under the Agreement (including any indemnification obligations) arising out of or related to any use of Beta Features by Customer. Any use of Beta Features will be solely at Customer’s own risk and may be subject to additional requirements as specified by Reseller or Google.

9.3 Reseller is not obligated to provide support for Beta Features. Google may, at its sole discretion, cease providing Beta Features as part of any Services.

9.4 Universal Analytics 360 Properties Downgrades (“UA Properties”). In relation to any Analytics 360 Universal Analytics Properties Downgrade, Customer acknowledges that the Services, including any Service Levels do not include UA Properties. Notwithstanding the foregoing, Google may continue to make available the Analytics Service under the Order Form for UA Properties. To the extent Reseller or Customer maintains UA Properties in connection with an Order Form, the Customer acknowledges that Google reserves the right to downgrade such UA Properties upon reasonable notice.

9.5 Customer acknowledges that it may be subject to further Google Platform Terms where it participates in any Bests Tests.

10. Intellectual Property

10.1 No intellectual property rights in any manner or any nature in any territory are transferred by either party to the other in the provision of or receipt of the Services.

10.2 As between the Customer and Google, the relevant provisions of the Google Platform Terms shall apply to intellectual property rights and ownership relating to the Google Products and Services or any work product, outputs, or other similar products created by the Customer.

10.3 Google’s Brand Features. Customer acknowledges that the Reseller has licensed Google’s brand features to Customer solely to fulfil Resellers obligations under this Agreement with Customer. Google’s brand features can be found here: http://www.google.com/permissions (“Google’s Brand Features”). If the Customer should violate or cause Reseller to be in violation of its obligations to Google of Google’s Brand Features, branding guidelines or otherwise misrepresents the Google’s Brand Features, then Reseller may suspend the access to and use of the Google Products and Services or terminate this Agreement upon written notice to Customer. The Customer agrees to defend, indemnify and hold Reseller harmless against any claims, damages, liabilities, costs and expenses incurred by Reseller in full (including reasonable attorney’s fees) arising from or in connection with the Customer’s breach of Google’s Brand Features.

11. Data Protection

11.1 For the purposes of this Agreement, “Data Protection Laws” means (a) any applicable laws which relate specifically to data protection and privacy, including the California Consumer Privacy Act of 2018 (“CCPA”); (b) any other relevant and applicable data protection legislation or regulations; and (c) Google’s privacy policy as in force from time to time (available at https://policies.google.com/privacy or such other URL as Google may provide from time to time), in each case, replacing, amending, extending, re-enacting or consolidating any of the foregoing Data Protection Laws from time to time.

11.2 As between the Parties, and to the extent permitted by Data Protection Laws or applicable laws, Customer shall own the data, including any personal data, that Customer or its affiliates uses, ingests or derives from the Google Platforms (“Customer Data”). In relation to any Customer personal data, the Reseller shall be a processor and the Customer shall be the Controller. The Customer acknowledges and agrees that the Reseller will process personal data in accordance with the Reseller’s published standards at: https://www.interpublic.com/wp-content/uploads/2020/05/IPG-GDPR-Client-Pack-May-2020.pdf.

11.3 The Customer’s attention is also drawn to, and Customer acknowledges and agrees to Google’s Data Use and Data Protection terms, found at Google Ads Data Processing Terms (safety.google) (“Google DP Terms”) and the Google Privacy Policy available at http://www.google.com/privacypolicy.html (or such other URLs as Google may provide from time to time). References to “the Company” in such Google DP Terms and the Google privacy policy shall be read as references to the Customer. In the event of a conflict between the Google DP Terms and any data processing terms agreed between the Customer and Reseller (including those in clause 11.2), the Google DP Terms shall prevail.

11.4 For the purposes of Analytics services, the Customer acknowledges that Google DP Terms are amended by Google in their arrangements with the Reseller as follows:

11.4.1 Section 5.2(b) of the Google DP Terms: “Customer’s use of the Processor Services” includes instructions given on behalf of Customer to Google via the Reseller including instructions given through Customer’s use of the Analytics Service as provided by the Reseller;

11.4.2 Section 6.1.1(a) of the Google DP Terms: “the option for Customer to delete Customer Personal Data” includes the option for the Reseller to delete Customer Personal Data (as defined therein) in accordance with instructions given by the Customer;

11.4.3 Section 6.1.1 (b) of the Google DP Terms: “Customer uses the Processor Services to delete certain Company Personal Data” includes Reseller being instructed by the Customer to delete certain Customer Personal Data (as defined therein);

11.4.4 Section 6.1.1 (c) of the Google DP Terms: “the deleted Customer Personal Data cannot be recovered by Customer” includes the Reseller and the Reseller and the Reseller cannot recover such Customer Personal Data either;

11.4.5 Notification under Section 7.2.3 of the Google DP Terms can, at Google’s discretion, be provided to Customer directly instead of to the Reseller. Customer is solely responsible for ensuring Customer’s contact information details are correct as provided in the Analytics Service settings or user interface (or such other means provided by Google to Customer); and

11.4.6 Appendix 1 Categories of Data Subjects subsection (b) includes “in respect of which the Reseller provides the Processor Services.”

12. Confidential Information

12.1 The Parties acknowledge a duty not to, during or after the Term, disclose without the other’s prior written consent any Confidential Information disclosed by one Party to the other under this Agreement. “Confidential Information” means all information including any information relating to the systems, operations, plans, intentions, market opportunities, customers, surveys, know-how, trade secrets, financial information (including but not limited to media rates and prices) and business affairs in whatever form including the terms of this Agreement, and any other information which is generally not known to the public.

12.2 For the avoidance of doubt, Confidential information shall not include the following: (a) information which is in the public domain or which enters the public domain through no fault of a party hereto, (b) information previously known by the other party as reflected in written records of the other party, or (c) information which a party can demonstrate through written documentation, was independently developed by that party without reference to any Confidential Information of the other party.

12.3 The Customer acknowledges that notwithstanding the confidentiality provisions as set out above, Google may request (i) to review this Agreement (ii)(save for any commercially sensitive information which shall be redacted) (ii) to carry out surveys to ensure that the Customer is satisfied with the services being provided by the Reseller (iii) the Reseller to provide case studies to Google for Google’s marketing activities and (iv) records and other information or data relating to the Services and the Customer provided by the Reseller to the Customer. In all cases Customer agrees that the Reseller may provide such information to Google as is reasonably required by Google.

13. Indemnification

The Customer shall indemnify, hold harmless and defend the Reseller, Google, and their respective officers, directors, employees, consultants, agents, successors, and/or assigns (collectively, the “Reseller Parties’), at its own expense, from any and all third-party claims, actions, proceedings, and suits brought against any of the Reseller Parties, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by any of the Reseller Parties, arising out of or relating to: (i) Customer’s breach of any term or condition of this Agreement (including the Google Platform Terms and the Google DP Terms); (ii) Customer’s use of the Services, (iii) Customer’s violations of applicable laws, rules or regulations in connection with the Services; (iv) any representations and warranties made by Customer pursuant to this Agreement; (v) violations of Customer’s obligations of privacy to any third party; and (vi) any claims with respect to acts or omissions of any third party in connection with the Services. Reseller will provide Customer with written notice of any claim, suit or action from which Customer must indemnify any of the Reseller Parties. Customer will cooperate as fully as reasonably required in the defense of any claim. Reseller reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer.

14. DISCLAIMER; LIMITATION OF LIABILITY

14.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED BY RESELLER AND GOOGLE PURSUANT TO THIS AGREEMENT ARE BEING PROVIDED TO CUSTOMER, “AS IS, WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT (BUT THE FOREGOING WILL NOT LIMIT EITHER PARTY’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RESELLER DOES NOT WARRANT THAT THE SERVICES WILL (I) BE FREE FROM INACCURACIES, ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS; (II) MEET CUSTOMER’S REQUIREMENTS; OR (III) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE CUSTOMER USES. EXCEPT AS OTHERWISE SET FORTH HEREIN, CUSTOMER’S USE OF SERVICES IS SOLELY AT CUSTOMER’S RISK. UNDER NO CIRCUMSTANCES WILL RESELLER HAVE ANY LIABILITY OF ANY KIND TO CUSTOMER FOR ANY ACTS OR OMISSIONS OF GOOGLE. Without limiting the foregoing, Customer acknowledges and agrees that the Services and the use thereof may contain or reflect data from third parties, including Google, and Reseller makes no guarantee as to the timeliness, accuracy, reliability, availability, location, frequency of updates, or any other aspect regarding the characteristics or use of the information presented. Customer’s exclusive remedy (and Reseller’s sole obligation) for violation of its warranties set forth in this Agreement shall be for Reseller to promptly replace the defective portions of the Services; provided that if Reseller is unable to replace the same within ninety (90) days of notification by Customer of a breach, Customer’s sole remedy is to terminate this Agreement, at which time Reseller will refund an equitable portion of any fees paid in advance by Customer pursuant to this Agreement.

14.2 Exclusion of Damages. THE RESELLER PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.3 Limitation on Liability. NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE RESELLER PARTIES ARISING UNDER THIS AGREEMENT EXCEED $500 (USD). EACH PARTY ACKNOWLEDGES THAT IT HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH STATES, THE LIABILITY OF THE RESELLER PARTIES ON AN AGGREGATED BASIS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15. Term and Termination

15.1 Customer acknowledges and agrees that the Reseller has a right to (or Google may) suspend and/or terminate the Services if it suspects there has been any misuse of the Google Products and Services and/or a breach of the Google Platforms Terms or Google DP terms. Without prejudice to its rights under this clause, the Reseller will take steps to investigate the issue and may restore or continue to suspend access at its discretion.

15.2 In relation to suspensions for failure to pay the Fees which are due, access to the Services will be restored promptly after the Reseller receives payment in full and cleared funds. Fees shall remain payable during any period of suspension notwithstanding that the Customer may not have access to the Services.

15.3 If for any reason whatsoever the Reseller is no longer permitted or unable to offer the Google Products and Services and/or Support Services, whether by Google terminating its agreement or arrangement with the Reseller in which event (if requested by Google) Reseller may offer the Customer the following options (i) automatic termination of this Agreement on the termination of the Reseller’s arrangements with Google in which event the Customer shall be required to arrange its own services from another provider or (ii) receive Reseller services from Google or its designee. The Customer acknowledges that Google can elect not to take over the terms of this Agreement with the Customer and instead require the Customer to enter into Google’s standard agreement(s) for a period of no less than the balance of the term of this Agreement and that the pricing terms for such period will be negotiated in good faith at the time of such transition between Google and Customer

15.4 In addition to its right to suspend this Agreement under this clause, either party may terminate this Agreement forthwith by notice in writing to the other if the other party: (i) becomes insolvent, or has a liquidator appointed; or (ii) materially breaches this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 15 days’ of receiving written notice of such.

15.5 Immediately on termination or expiry of this Agreement (for any reason), the rights and licenses granted by the Reseller under this Agreement shall terminate and the Customer shall stop using the Services (and shall procure that each user stops using the Services), and destroy and delete (or, if requested by the Reseller, return) any copies of the any documentation or Confidential Information in its possession or control (or in the possession or control of any person acting on behalf of any of them).

15.6 Upon termination of this Agreement, the Customer agrees to pay to the Reseller all Fees due and payable by the Customer.

15.7 Where the Customer has an option in accordance with Clause 15.4, the Reseller will continue to provide the Services to the Customer for the remaining term of this Agreement or six (6) months (whichever is the lesser).

15.8 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.

16. Force Majeure

16.1 Neither party will be deemed in default of this Agreement to the extent that performance of its obligations (other than payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, pandemic, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party (“Force Majeure Event”).

16.2 The party claiming the Force Majeure Event shall promptly notify the other party in writing of such and shall take all reasonable steps to overcome the delay or stoppage. If the Force Majeure Event continues for more than three (3) calendar months, the party not affected may terminate this Agreement with immediate effect on giving written notice to the affected party.

17. General Terms

17.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them in respect of its subject matter, whether in writing or oral.

17.2 Variation. Save for any updates made by Google to the Google Platform Terms or the Google DP Terms, no variation of this Agreement shall be valid or effective unless made in writing, by the Reseller and notified to the Customer.

17.3 Assignment. Except as expressly permitted by this Agreement, a party may not assign, transfer, sub-contract, sub-license, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the license rights granted), in whole or in part, without the other party’s prior written consent. Notwithstanding the foregoing, the Reseller has the right to assign this Agreement without Customer’s consent to an affiliate or in connection with a merger or sale of substantially all of its assets, or to Google or a third-party Google designee. If the Customer wishes to either assign its rights and/or to terminate this Agreement, Reseller will have the right to discuss the potential termination with Google and, promptly notify Google of the Customer’s intention. Google or Google’s designee may then, at its sole option, seek to enter into a direct agreement with the Customer.

17.4 No Agency or Partnership. The parties are independent and are not partners or agent of the other and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

17.5 Set Off. Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

17.6 Severance. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

17.7 Validity. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable but would be legal, valid, and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith to the terms of a mutually acceptable alternative provision.

17.8 Waiver. No failure, delay, or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power, or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power, or remedy. A waiver of any term, provision, condition, or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

17.9 Interpretation All references in this Agreement to the singular shall include the plural and the word “including” in this Agreement shall mean “include without limitation.”

17.10 Costs and expenses. Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

17.11 Third party rights. A person who is not a party to this Agreement shall not have any rights under to enforce any of its provisions.

17.12 Authority. Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under it.

17.13 Arbitration; Governing law. Reseller may elect to resolve any controversy or claim arising out of or relating to these Terms or the Services by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, NY, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either Customer or Reseller may seek any interim or preliminary relief from a court of competent jurisdiction in New York, NY necessary to protect the rights or the property of Reseller or the Customer (or its agents, suppliers, and subcontractors), pending the completion of arbitration.

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York. EACH PARTY HERETO EXPLICITLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR CONTROVERSY ARISING OUT OF THESE TERMS.

17.14 Jurisdiction. The parties irrevocably agree that the federal and state courts located in New York, NY shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

18. Notices

All notices will be given in writing and may be personally delivered (effective on the date delivered), sent by email (effective during normal working and evidenced as such by a confirmation receipt from the other Party’s system server), or by registered or certified mail (return receipt requested or certified receipt of delivery) to the address in the Order Form.