Google Maps Platform License Agreement
This Google Maps Platform License Agreement (the "Agreement")
is made and entered into between Google (as defined in Section
21 (Definitions)) and the entity or person agreeing to these
This Agreement is effective as of the date Customer clicks to
accept the Agreement, or enters into a Reseller Agreement if
purchasing through a Reseller (the "Effective Date"). If you are
accepting on behalf of Customer, you represent and warrant that:
(a) you have full legal authority to bind Customer to this
Agreement; (b) you have read and understand this Agreement; and
(c) you agree, on behalf of Customer, to this Agreement. If you
do not have the legal authority to bind Customer, please do not
click to accept. This Agreement governs Customer's access to and
use of the Services.
1. Provision of the Services.
1.1 Use of the Services in Customer Applications.
Google will provide the Services to Customer in accordance
with the Agreement, and Customer may use the Services in
Customer Application(s) in accordance with Section 3 (License).
1.2 Admin Console; Projects; API
Keys. Customer will administer the Services through
the online Admin Console. To access the Services, Customer must
create Project(s) and use its API key(s) in accordance with the
1.3 Accounts. Customer must have an Account.
Customer is responsible for: (a) the information it provides in
connection with the Account; (b) maintaining the confidentiality
and security of the Account and associated passwords; and (c)
any use of its Account.
1.4 Customer Domains and Applications. Customer
must list in the Admin Console each authorized domain and
application that uses the Services. Customer is responsible for
ensuring that only authorized domains and applications use the
1.5 New Features and Services. Google may: (a)
make new features or functionality available through the
Services and (b) add new services to the "Services" definition
(by adding them at the URL stated under that definition).
Customer’s use of new features or functionality may be
contingent on Customer’s agreement to additional terms
applicable to the new feature or functionality.
1.6.1 To the Services. Subject to Section 9
(Deprecation Policy), Google may make changes to the Services,
which may include adding, updating, or discontinuing any
Services or portion or feature(s) of the Services. Google will
notify Customer of any Significant Backwards Incompatible Change
to the Services.
1.6.2. To the Agreement. Google may make changes
to the Agreement, including pricing and any linked documents.
Unless otherwise noted by Google, material changes to the
Agreement will become effective 30 days after notice is given,
except (a) materially adverse SLA changes will become effective
90 days after notice is given; and (b) changes applicable to new
Services or functionality, or required by a court order or
applicable law, will be effective immediately. Google will
provide notice for materially adverse changes to any SLAs by:
(i) sending an email to the Notification Email Address; (ii)
posting a notice in the Admin Console; or (iii) posting a notice
to the applicable SLA webpage. If Customer does not agree to the
revised Agreement, Customer should stop using the Services.
Google will post any modification to this Agreement to the Terms
2. Payment Terms.
2.1 Free Quota. Certain Services are provided to
Customer without charge up to the Fee Threshold, as
2.2 Online Billing. At the end of the
applicable Fee Accrual Period, Google will issue an
electronic bill to Customer for all charges accrued above the
Fee Threshold based on Customer’s use of the Services during the
previous Fee Accrual Period. For use above the Fee Threshold,
Customer will be responsible for all Fees up to the amount set
in the Account and will pay all Fees in the currency set forth
in the invoice. If Customer elects to pay by credit card, debit
card, or other non-invoiced form of payment, Google will charge
(and Customer will pay) all Fees immediately at the end of the
Fee Accrual Period. If Customer elects to pay by invoice (and
Google agrees), all Fees are due as stated in the invoice.
Customer’s obligation to pay all Fees is non-cancellable.
Google's measurement of Customer’s use of the Services is final.
Google has no obligation to provide multiple bills. Payments
made via wire transfer must include the bank information
provided by Google. If Customer has entered into the Agreement
with GCL, Google may collect payments via Google Payment
Limited, a company incorporated in England and Wales with
offices at Belgrave House, 76 Buckingham Palace Road, London,
SW1W 9TQ, United Kingdom.
2.3.1 Customer is responsible for any Taxes, and Customer will
pay Google for the Services without any reduction for Taxes. If
Google is obligated to collect or pay Taxes, the Taxes will be
invoiced to Customer, unless Customer provides Google with a
timely and valid tax exemption certificate authorized by the
appropriate taxing authority. In some states the sales tax is
due on the total purchase price at the time of sale and must be
invoiced and collected at the time of the sale. 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 such
withholding. If under the applicable tax legislation the
Services are subject to local VAT and the Customer is required
to make a withholding of local VAT from amounts payable to
Google, the value of Services calculated in accordance with the
above procedure will be increased (grossed up) by Customer for
the respective amount of local VAT and the grossed up amount
will be regarded as a VAT inclusive price. Local VAT amount
withheld from the VAT-inclusive price will be remitted to the
applicable local tax entity by the Customer and Customer will
ensure that Google will receive payment for its services for the
net amount as would otherwise be due (the VAT inclusive price
less the local VAT withheld and remitted to applicable tax
2.3.2 If required under applicable law, Customer will provide
Google with applicable tax identification information that
Google may require to ensure its compliance with applicable tax
regulations and authorities in applicable jurisdictions.
Customer will be liable to pay (or reimburse Google for) any
taxes, interest, penalties or fines arising out of any
mis-declaration by the Customer.
2.4 Invoice Disputes & Refunds. Any invoice
disputes must be submitted before the payment due date. If
Google determines that Fees were incorrectly invoiced, then
Google will issue a credit equal to the agreed amount. To the
fullest extent permitted by law, Customer waives all claims
relating to Fees unless claimed within 60 days after charged
(this does not affect any Customer rights with its credit card
issuer). Nothing in the Agreement obligates Google to extend
credit to any party.
2.5 Delinquent Payments; Suspension. If
Customer’s payment is overdue, then Google may (a) charge
interest on overdue amounts at 1.5% per month (or the highest
rate permitted by law, if less) from the Payment Due Date until
paid in full, and (b) Suspend the Services or terminate the
Agreement. Customer will reimburse Google for all reasonable
expenses (including attorneys’ fees) incurred by Google in
collecting overdue payments except where such payments are due
to Google’s billing inaccuracies.
2.6 No Purchase Order Number Required. Google is
not required to provide a purchase order number on Google’s
invoice (or otherwise).
3.1 License Grant. Subject to the Agreement's
terms, during the Term, Google grants to Customer a
non-exclusive, non-transferable, non-sublicensable, license to
use the Services in Customer Application(s).
3.2 License Requirements and Restrictions. The
following are conditions of the license granted in Section 3.1
(License Grant). In this Section 3.2 (License Requirements and
Restrictions), the phrase “Customer will not” means “Customer
will not, and will not permit a third party to”.
3.2.1 General Restrictions. Customer will not:
(a) copy, modify, create a derivative work of, reverse engineer,
decompile, translate, disassemble, or otherwise attempt
to extract any or all of the source code (except
to the extent such restriction is expressly prohibited by
applicable law); (b) sublicense, transfer, or distribute any of
the Services; (c) sell, resell, sublicense, transfer, or
distribute the Services; or (d) access or use the Services: (i)
for High Risk Activities; (ii) in a manner intended to avoid
incurring Fees; (iii) for materials or activities that are
subject to the International Traffic in Arms Regulations (ITAR)
maintained by the United States Department of State; (iv) in a
manner that breaches, or causes the breach of, Export Control
Laws; or (v) to transmit, store, or process health information
subject to United States HIPAA regulations.
3.2.2 Requirements for Using the Services.
(i) The Customer Application’s terms of service will (A)
notify users that the Customer Application includes Google Maps
features and content; and (B) state that use of Google Maps
features and content is subject to the then-current versions of
the: (1) Google Maps/Google Earth Additional Terms of Service
(ii) If the Customer Application allows users to include
the Google Maps Core Services in Downstream Products, then
Customer will contractually require that all Downstream
Products’ terms of service satisfy the same notice and flow-down
requirements that apply to the Customer Application under
(iii) If users of the Customer Application (and Downstream
Products, if any) fail to comply with the applicable terms of
the Google Maps/Google Earth Additional Terms of Service, then
Customer will take appropriate enforcement action, including
Suspending or terminating those users’ use of Google Maps
features and content in the Customer Application or Downstream
(b) Attribution. Customer will display all
attribution that (i) Google provides through the Services
(including branding, logos, and copyright and trademark
notices); or (ii) is specified in the Maps Service Specific
Terms. Customer will not modify, obscure, or delete such
(c) Review of Customer Applications. At Google’s
request, Customer will submit Customer Application(s) and
Project(s) to Google for review to ensure compliance with the
Agreement (including the AUP).
3.2.3 Restrictions Against Misusing the Services.
(a) No Scraping. Customer will not export,
extract, or otherwise scrape Google Maps Content for use outside
the Services. For example, Customer will not: (i) pre-fetch,
index, store, reshare, or rehost Google Maps Content outside the
services; (ii) bulk download Google Maps tiles, Street View
images, geocodes, directions, distance matrix results, roads
information, places information, elevation values, and time zone
details; (iii) copy and save business names, addresses, or user
reviews; or (iv) use Google Maps Content with text-to-speech
(b) No Caching. Customer will not cache
Google Maps Content except as expressly permitted under the Maps
Service Specific Terms.
(c) No Creating Content From Google Maps Content.
Customer will not create content based on Google Maps Content.
For example, Customer will not: (i) trace or digitize roadways,
building outlines, utility posts, or electrical lines from the
build terrain models based on elevation values from the
Elevation API; (iv) use latitude/longitude values from the
Places API as an input for point-in-polygon analysis; (v)
construct an index of tree locations within a city from Street
View imagery; or (vi) convert text-based driving times into
synthesized speech results.
(d) No Re-Creating Google Products or Features.
Customer will not use the Services to create a product or
service with features that are substantially similar to or that
re-create the features of another Google product or service.
Customer’s product or service must contain substantial,
independent value and features beyond the Google products or
services. For example, Customer will not: (i) re-distribute the
Google Maps Core Services or pass them off as if they were
Customer’s services; (ii) use the Google Maps Core Services to
create a substitute of the Google Maps Core Services, Google
Maps, or Google Maps mobile apps, or their features; (iii) use
the Google Maps Core Services in a listings or directory service
or to create or augment an advertising product; (iv) combine
data from the Directions API, Geolocation API, and Maps SDK for
Android to create real-time navigation functionality
substantially similar to the functionality provided by the
Google Maps for Android mobile app.
(e) No Use With Non-Google Maps. To avoid quality
issues and/or brand confusion, Customer will not use the Google
Maps Core Services with or near a non-Google Map in a Customer
Application. For example, Customer will not (i) display or use
Places content on a non-Google map, (ii) display Street View
imagery and non-Google maps on the same screen, or (iii) link a
Google Map to non-Google Maps content or a non-Google map.
(f) No Circumventing Fees. Customer will not
circumvent the applicable Fees. For example, Customer will not
create multiple billing accounts or Projects to avoid incurring
Fees, prevent Google from accurately calculating Customer’s
Service usage levels, abuse any free Service quotas, or offer
access to the Services under a “time-sharing” or “service
(g) No Use in Prohibited Territories. Customer
will not distribute or market in a Prohibited Territory any
Customer Application(s) that use the Google Maps Core Services.
(h) No Use in Embedded Vehicle Systems. Customer
will not use the Google Maps Core Services in connection with
any Customer Application or device embedded in a vehicle. For
example, Customer will not create a Customer Application that
(i) is embedded in an in-dashboard automotive infotainment
system; and (ii) allows End Users to request driving directions
from the Directions API.
(i) No Use in Customer Application Directed To
Children. Customer will not use the Google Maps Core
Services in a Customer Application that would be deemed to be a
“Web site or online service directed to children” under the
Children’s Online Privacy Protection Act (COPPA).
(j) No Modifying Search Results Integrity.
Customer will not modify any of the Google Maps Core Services’
3.2.4 Benchmarking. Customer may not publicly
disclose directly or through a third party the results of any
comparative or compatibility testing, benchmarking, or
evaluation of the Services (each, a “Test”),
unless the disclosure includes all information necessary for
Google or a third party to replicate the Test. If Customer
conducts, or directs a third party to conduct, a Test of the
Services and publicly discloses the results directly or through
a third party, then Google (or a Google directed third party)
may conduct Tests of any publicly available cloud products or
services provided by Customer and publicly disclose the results
of any such Test (which disclosure will include all information
necessary for Customer or a third party to replicate the Test).
4. Customer Obligations.
4.1 Compliance. Customer will: (a) ensure
that Customer’s and its End Users’ use of the Services complies
with the Agreement; (b) prevent and terminate any unauthorized
use of or access to its Account(s) or the Services; and (c)
promptly notify Google of any unauthorized use of or access to
its Account(s) or the Services of which Customer becomes aware.
4.2 Documentation. Google may provide
Documentation for Customer’s use of the Services. The
Documentation may specify restrictions (e.g. attribution or HTML
restrictions) on how the Services may be used and Customer will
comply with any such restrictions specified.
4.3 Copyright Policy. Google provides information
to help copyright holders manage their intellectual property
online, but Google cannot determine whether something is being
used legally without input from the copyright holders. Google
will respond to notices of alleged copyright infringement and
may terminate repeat infringers in appropriate circumstances as
required to maintain safe harbor for online service providers
under the U.S. Digital Millennium Copyright Act. If Customer
believes a person or entity is infringing Customer’s or End
Users’ copyrights and would like to notify Google, Customer can
find information about submitting notices, and Google's policy
about responding to notices
4.4 Data Use, Protection, and Privacy.
4.4.1 Data Use and Retention. To provide the
Services through the Customer Application(s), Google collects
and receives data from Customer and End Users (and End Users’
End Users, if any), including search terms, IP addresses, and
latitude/longitude coordinates. Customer acknowledges and agrees
that Google and its Affiliates may use and retain this data to
provide and improve Google products and services, subject to the
4.4.2 European Data Protection Terms. Google and
Customer agree to the Google Maps Controller-Controller Data
4.4.3 End User Requirements.
(a) End User Privacy. Customer’s use of the
Services in the Customer Application will comply with applicable
privacy laws, including laws regarding Services that store and
access Cookies on End Users’ devices. Customer will
comply with the then-current Consent Policy
(b) End User Personal Data. Through the normal
functioning of the Google Maps Core Services, End Users provide
personally identifiable information and Personal Data directly
(a) However, Customer will not provide to Google (i) any End
User’s personally identifiable information; or (ii) any European
End User’s Personal Data (where “European” means “European
Economic Area, Switzerland, or the UK”).
(c) End User Location Privacy Requirements. To
safeguard End Users’ location privacy, Customer will ensure that
the Customer Application(s): (i) notify End Users in advance of
(1) the type(s) of data that Customer intends to collect from
the End Users or the End Users’ devices, and (2) the combination
and use of End User's location with any other data provider's
data; and (ii) will not obtain or cache any End User's location
except with the End User's express, prior, revocable consent.
5.1 For License Restrictions
Breaches. Google may Suspend the Services without
prior notice if Customer breaches Section 3.2 (License
Requirements and Restrictions).
5.2 For AUP Breaches or Emergency Security
Issues. Google may also Suspend Services as described in
Subsections 5.2.1 (AUP Breaches)
and 5.2.2 (Emergency Suspension). Any Suspension under
those Sections will be to the minimum extent and for the
shortest duration required to: (a) prevent or terminate the
offending use, (b) prevent or resolve the Emergency Security
Issue, or (c) comply with applicable law.
5.2.1 AUP Breaches. If Google becomes aware that
Customer’s or any End User’s use of the Services breaches the
AUP, Google will give Customer notice of such breach by
requesting that Customer correct the breach. If Customer fails
to correct such breach within 24 hours, or if Google is
otherwise required by applicable law to take action, then Google
may Suspend all or part of Customer’s use of the Services.
5.2.2 Emergency Suspension. Google may
immediately Suspend Customer’s use of the Services if (a) there
is an Emergency Security Issue or (b) Google is required to
Suspend such use to comply with applicable law. At Customer’s
request, unless prohibited by applicable law, Google will notify
Customer of the basis for the Suspension as soon as is
5.3 For Alleged Third-Party Intellectual Property
Rights Infringement. If the Customer Application is
alleged to infringe a third party’s Intellectual Property
Rights, Google may require Customer to suspend all use of the
Google Maps Core Services in the Customer Application on 30
days’ written notice until such allegation is fully resolved. In
any event, this Section 5.3 (For Alleged Third-Party
Intellectual Property Rights Infringement) does not reduce
Customer’s obligations under Section
6. Intellectual Property Rights;
6.1 Intellectual Property Rights. Except as
expressly stated in the Agreement, the Agreement does not grant
either party any rights, implied or otherwise, to the other’s
content or any of the other’s intellectual property. As between
the parties, Customer owns all Intellectual Property Rights in
the Customer Application, and Google owns all Intellectual
Property Rights in the Google Maps Core Services.
6.2 Customer Feedback. If Customer provides
Google Feedback about the Services, then Google may
use that information without obligation to
Customer, and Customer irrevocably assigns to Google
all right, title, and interest in that Feedback.
7. Third Party Legal Notices and License
Certain components of the Services (including open source
software) are subject to third-party copyright and other
Intellectual Property Rights, as specified in: (a) the Google
Maps/Google Earth Legal Notices
and (b) separate, publicly-available third-party license terms,
which Google will provide to Customer on request.
8. Technical Support Services.
8.1 By Google. Google will provide Maps
Technical Support Services to Customer in accordance with the
Maps Technical Support Services Guidelines.
8.2 By Customer. Customer is responsible
for technical support of its Customer Applications and Projects.
9. Deprecation Policy.
Google will notify Customer at least 12 months before
making a Significant Backwards Incompatible Change, unless Google reasonably
determines that: (a) Google cannot do so by law or by contract
(including if there is a change in applicable law or contract)
or (b) continuing to provide the Services could create a
security risk or substantial economic or technical burden. This
Section 9 (Deprecation Policy) does not apply to Pre-GA Offerings.
10.1 Confidentiality Obligations. Subject to
Section 10.2 (Required Disclosure), the recipient will use the
other party’s Confidential Information only to exercise its
rights and fulfill its obligations under the Agreement. The
recipient will use reasonable care to protect against disclosure
of the other party’s Confidential Information to parties other
than the recipient’s employees, Affiliates, agents, or
professional advisors (“Delegates”) who need to know it and are
subject to confidentiality obligations at least as protective as
those in this Section 10.1 (Confidentiality Obligations).
10.2 Required Disclosure.
10.2.1 Subject to Section 10.2.2, the recipient and its
Affiliates may disclose the other party’s Confidential
Information to the extent required by applicable Legal Process,
If the recipient and its Affiliates (as applicable) use
commercially reasonable efforts to: (a) promptly notify the
other party of such disclosure before disclosing; and (b) comply
with the other party’s reasonable requests regarding its efforts
to oppose the disclosure.
10.2.2 Sections 10.2.1(a) and (b) above will not apply if
the recipient determines that complying with (a) and (b) could:
(i) result in a violation of Legal Process; (ii) obstruct a
governmental investigation; or (iii) lead to death or serious
physical harm to an individual.
10.2.3 As between the parties, Customer is responsible for
responding to all third party requests concerning its use and
Customer End Users’ use of the Services.
11. Term and Termination.
11.1 Agreement Term. The Agreement is effective
from the Effective Date until it is terminated in accordance
with its terms (the “Term”).
11.2 Termination for Breach. Either party may
terminate the Agreement for breach if: (a) the other party is in
material breach of the Agreement and fails to cure that breach
within 30 days after receipt of written notice; (b)
the other party ceases its business operations; or (c) becomes
subject to insolvency proceedings and the proceedings are not
dismissed within 90 days. Google may terminate
Projects or access to Services, if Customer meets any of the
conditions in subsections (a) or (b).
11.3 Termination for Inactivity. Google may
terminate Projects with 30 days' prior written notice if
such Project (a) has not made any requests to the Services from
any Customer Applications for more than 180 days; or (b) has not
incurred any Fees for more than 180 days.
11.4 Termination for Convenience. Customer may
stop using the Services at any time. Subject to any financial
commitments expressly made by this Agreement, Customer may
terminate the Agreement for its convenience at any time with 30
days' prior written notice. Google may terminate the Agreement
for its convenience at any time without liability to Customer.
11.5 Effects of Termination.
11.5.1 If the Agreement terminates, then: (a) the rights
and access to the Services will terminate; (b) all Fees owed by
Customer to Google are immediately due upon receipt of the final
electronic bill; and (c) Customer will delete the Software and
any content from the Services by the termination effective date.
11.5.2 The following will survive expiration or
termination of the Agreement: Section 2 (Payment Terms),
Section 3.2 (License Requirements and Restrictions), Section
4.4 (Data Use, Protection, and Privacy), Section 6
(Intellectual Property; Feedback), Section 10 (Confidential
Information), Section 11.5 (Effects of Termination), Section 14
(Disclaimer), Section 15 (Indemnification), Section 16
(Limitation of Liability), Section 19 (Miscellaneous), and
Section 21 (Definitions).
Customer may state publicly that it is a customer of the
Services, consistent with the Trademark Guidelines. If Customer
wants to display Google Brand Features in connection with its
use of the Services, Customer must obtain written permission
from Google through the process specified in the Trademark
Guidelines. Google may include Customer’s name or Brand Features
in a list of Google customers, online or in promotional
materials. Google may also verbally reference Customer as a
customer of the Services. Neither party needs approval if it is
repeating a public statement that is substantially similar to a
previously-approved public statement. Any use of a party’s Brand
Features will inure to the benefit of the party holding
Intellectual Property Rights to those Brand Features. A party
may revoke the other party’s right to use its Brand Features
under this Section with written notice to the other party and a
reasonable period to stop the use.
13. Representations and Warranties.
Each party represents and warrants that: (a) it has full power
and authority to enter into the Agreement; and (b) it will
comply with Export Control Laws and Anti-Bribery
Laws applicable to its provision, receipt, or use, of the
Services, as applicable.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE: (A)
DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT,
OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR SOFTWARE;
(B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION
ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED
TO PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE
TO PROVIDE THE SERVICES. GOOGLE MAPS CORE SERVICES ARE
PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM THE
GOOGLE MAPS CORE SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND
MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION. CUSTOMER
MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES
TO ENSURE THAT (i) GOOGLE MAPS ARE SUITABLE FOR THE
CUSTOMER APPLICATION; AND (ii) THE CUSTOMER APPLICATION IS SAFE
FOR END USERS AND OTHER THIRD PARTIES.
15.1 Customer Indemnification Obligations. Unless
prohibited by applicable law, Customer will defend Google
and its Affiliates and indemnify them against Indemnified
Liabilities in any Third-Party Legal Proceeding to the
extent arising from (a) any Customer Indemnified
Materials or (b) Customer’s or an End User’s use of the
Services in violation of the AUP or in violation of the
15.2 Google Indemnification
Obligations. Google will defend Customer and its
Affiliates participating under the Agreement (“Customer
Indemnified Parties”), and indemnify them against Indemnified
Liabilities in any Third-Party Legal Proceeding to the extent
arising from an Allegation that Customer Indemnified Parties'
use of Google Indemnified Materials infringes the third party's
Intellectual Property Rights.
15.3 Indemnification Exclusions. Sections
15.1 (Customer Indemnification Obligations) and 15.2 (Google
Indemnification Obligations) will not apply to the extent the
underlying Allegation arises from (a) the indemnified
party’s breach of the Agreement or (b) a combination of the
Customer Indemnified Materials or Google Indemnified Materials
(as applicable)s with materials not provided by the indemnifying
party, unless the combination is required
by the Agreement.
15.4 Indemnification Conditions. Sections 15.1
(Customer Indemnification Obligations) and 15.2 (Google
Indemnification Obligations) are conditioned on the following:
(a) The indemnified party must promptly notify the
indemnifying party in writing of any Allegation(s) that preceded
the Third-Party Legal Proceeding and cooperate reasonably with
the indemnifying party to resolve the Allegation(s) and
Third-Party Legal Proceeding. If breach of this Section 15.4(a)
prejudices the defense of the Third-Party Legal Proceeding, the
indemnifying party’s obligations under Section 15.1 (Customer
Indemnification Obligations) or 15.2 (Google Indemnification
Obligations) (as applicable) will be reduced in proportion to
(b) The indemnified party must tender sole control of the
indemnified portion of the Third-Party Legal Proceeding to the
indemnifying party, subject to the following: (i) the
indemnified party may appoint its own non-controlling counsel,
at its own expense; and (ii) 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.
(a) If Google reasonably believes the Services might
infringe a third party’s Intellectual Property Rights, then
Google may, at its sole option and expense: (i) procure the
right for Customer to continue using the Services; (ii) modify
the Services to make them non-infringing without materially
reducing their functionality; or (iii) replace the Services with
a non-infringing, functionally equivalent alternative.
(b) If Google does not believe the remedies in Section
15.5(a) are commercially reasonable, then Google may Suspend or
terminate Customer’s use of the impacted Services.
15.6 Sole Rights and Obligations. Without
affecting either party’s termination rights, this Section 15
states the parties’ sole and exclusive remedy under the
Agreement for any Allegations of Intellectual Property Rights
infringement covered by this Section 15 (Indemnification).
16.1 Limited Liabilities
(a) To the extent permitted by applicable law and subject
to Section 16.2 (Unlimited Liabilities), neither party and
Google’s licensors will have any Liability arising out of or
relating to the Agreement for any (i) indirect, consequential,
special, incidental, or punitive damages or (ii) lost revenues,
profits, savings, or goodwill.
(b) Each party’s total aggregate Liability for damages
arising out of or relating to the Agreement is limited to the
Fees Customer paid under the Agreement during the 12 month
period before the event giving rise to Liability.
16.2 Unlimited Liabilities. Nothing in the Agreement
excludes or limits either party’s Liability for:
(a) its infringement of the other party’s Intellectual
(b) its payment obligations under the Agreement; or
(c) matters for which liability cannot be excluded or
limited under applicable law.
In its sole discretion, Customer may configure the Service to
either display or not display advertisements served by Google.
18. U.S. Federal Agency Users.
The Services were developed solely at private expense and are
commercial computer software and related documentation within
the meaning of the applicable Federal Acquisition Regulations
and their agency supplements.
19.1 Notices. All notices must be in writing and
addressed: (a) in the case of Google, to Google’s Legal
Department at [email protected]; and (b) in the case
of Customer, to the Notification Email Address. Notice will be
treated as given on receipt as verified by written or automated
receipt or by electronic log (as applicable).
19.2 Assignment. Customer may not assign the
Agreement without the written consent of Google, 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 assigning party has
notified the other party of the assignment. Any other attempt by
Customer to assign is void. Google may assign the Agreement
without the written consent of Customer by notifying Customer of
19.3 Change of Control. If a party experiences a
change of Control other than an internal restructuring or
reorganization, then: (a) that party will give written notice to
the other party within 30 days after the change of Control; and
(b) the other party may immediately terminate the Agreement any
time between the change of Control and 30 days after it receives
that written notice.
19.4 Force Majeure. Neither party will be liable
for failure or delay in performance to the extent caused by
circumstances beyond its reasonable control, including acts
of God, natural disasters, terrorism, riots, or war.
19.5 Subcontracting. Google may subcontract
obligations under the Agreement but will remain liable
to Customer for any subcontracted obligations.
19.6 No Agency. The Agreement does not create any
agency, partnership or joint venture between the parties.
19.7 No Waiver. Neither party will be treated as
having waived any rights by not exercising (or delaying the
exercise of) any rights under the Agreement.
19.8 Severability. If any part of the Agreement
is invalid, illegal, or unenforceable, the rest of the Agreement
will remain in effect.
19.9 No Third-Party Beneficiaries. The Agreement
does not confer any benefits on any third party unless it
expressly states that it does.
19.10 Equitable Relief. Nothing in the Agreement
will limit either party’s ability to seek equitable relief.
19.11 Governing Law.
(a) For U.S. City, County, and State Government
Entities. If Customer is a U.S. city, county or state
government entity, then the Agreement will be silent regarding
governing law and venue.
(b) For U.S. Federal Government Entities. If
Customer is a U.S. federal government entity then the following
applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT
OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED
STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY
TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE
STATE OF CALIFORNIA (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS
RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND
(II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT
OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION
IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA
(c) For All Other Entities. If Customer is any
entity not listed in Section 19.11 (A) (For U.S. City, County,
and State Government Entities) or 19.11(B) (For U.S. Federal
Government Entities) then the following applies: ALL CLAIMS
ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES WILL
BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT
OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL
OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE
PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
19.12 Amendments. Except as stated
in Section 1.6.2 (Modifications; To the
Agreement), any amendment to the Agreement must be in
writing, expressly state that it is amending this Agreement, and
be signed by both parties.
19.13 Entire Agreement. The Agreement states all
terms agreed between the parties and supersedes any prior or
contemporaneous agreements between the parties relating to its
subject matter. In entering into this Agreement, neither party
has relied on, and neither party will have any right or remedy
based on, any statement, representation or warranty (whether
made negligently or innocently), except those expressly stated
in the Agreement. The Agreement includes URL links to other
terms (including the URL Terms), which are incorporated by
reference into the Agreement. After the Effective Date, Google
may provide an updated URL in place of any URL in the Agreement.
19.14 Conflicting Terms. If there is a conflict
between the documents that make up the Agreement, then the
documents will control in the following order: the Agreement and
the terms at any URL.
19.15 Conflicting Languages. If the Agreement is
translated into any other language, and there is a discrepancy
between the English text and the translated text, the English
text will govern.
20. Reseller Orders.
This Section applies if Customer orders the Services from a
Reseller under a Reseller Agreement (including the Reseller
20.1 Orders. If Customer orders Services from
Reseller, then: (a) fees for the Services will be set between
Customer and Reseller, and any payments will be made directly to
Reseller under the Reseller Agreement; (b) Section 2 of the
Agreement (Payment Terms) will not apply to the Services; (c)
Customer will receive any applicable SLA credits from Reseller,
if owed to Customer in accordance with the SLA; and (d) Google
will have no obligation to provide any SLA credits to a Customer
who orders Services from the Reseller.
20.2 Conflicting Terms. If Customer orders Google
Maps Core Services from a Reseller and if any documents
conflict, then the documents will control in the following
order: the Agreement, the terms at any URL (including the URL
Terms), and the Reseller Order Form. For example, if there is a
conflict between the Maps Service Specific Terms and the
Reseller Order Form, the Maps Service Specific Terms will
20.3 Reseller as Administrator. At Customer's
discretion, Reseller may access Customer's Projects, Accounts,
or the Services on behalf of Customer. As between Google and
Customer, Customer is solely responsible for: (a) any access by
Reseller to Customer’s Account(s), Project(s), or the Services;
and (b) defining in the Reseller Agreement any rights or
obligations as between Reseller and Customer with respect to the
Accounts, Projects, or Services.
20.4 Reseller Verification of Customer
Application(s). Before providing the Services, Reseller
may also verify that Customer owns or controls the Customer
Applications. If Reseller determines that Customer does not own
or control the Customer Applications, then Google will have no
obligation to provide the Services to Customer.
"Account" means Customer’s Google Account.
"Admin Console" means the online console(s) and/or
tool(s) provided by Google to Customer for administering the
"Affiliate" means any entity that directly or
indirectly Controls, is Controlled by, or is under common
Control with a party.
"Allegation" means an unaffiliated third party’s
“Anti-Bribery Laws” means all applicable
commercial and public anti-bribery laws, (for example, the U.S.
Foreign Corrupt Practices Act of 1977 and the UK Bribery Act
2010), which prohibit corrupt offers of anything of value,
either directly or indirectly, to anyone, including government
officials, to obtain or keep business or to secure any other
improper commercial advantage. “Government officials” include
any government employee; candidate for public office; and
employee of government-owned or government-controlled companies,
public international organizations, and political parties.
"AUP" or "Acceptable Use
Policy" means the then-current
Acceptable Use Policy for the Services described
"Brand Features" means each party’s trade names,
trademarks, service marks, logos, domain names, and other
distinctive brand features.
"Confidential Information" means information that one
party (or an Affiliate) discloses to the other party under this
Agreement, and which is marked as confidential or would normally
under the circumstances be considered confidential information.
It does not include information that is independently developed
by the recipient, is rightfully given to the recipient by a
third party without confidentiality obligations, or becomes
public through no fault of the recipient.
"Control" means control of greater than 50% of the
voting rights or equity interests of a party.
"Customer Application" means any web page or
application (including all source code and features) owned or
controlled by Customer, or that Customer is authorized to use.
"Customer End User" or "End
User" means an individual or entity that
Customer permits to use the Services or Customer Application(s).
“Customer Indemnified Materials” means the Customer
Application and Customer Brand Features.
"Documentation" means the then-current Google
"Emergency Security Issue" means either: (a)
Customer’s or Customer End Users’ use of the Services in breach
of the AUP, which such use could disrupt: (i) the Services; (ii)
other customers’ or their customer end users’ use of the
Services; or (iii) the Google network or servers used to provide
the Services; or (b) unauthorized third party access to the
"Europe" or "European" means European
Economic Area, Switzerland, or the UK.
“Export Control Laws” means all applicable export and
re-export control laws and regulations, including any applicable
munitions- or defense-related regulations (for example, the
International Traffic in Arms Regulations maintained by the U.S.
Department of State).
"Fee Accrual Period" means a calendar month or another
period specified by Google in the Admin Console.
"Fee Threshold" means the then-current threshold, as
applicable for certain Services, as set out in the Admin
“Feedback” means feedback or suggestions about the
Services provided by Customer to Google.
"Fees" means the product of the amount of Services
used or ordered by Customer multiplied by the Prices, plus any
"Google" has the meaning given
"Google Indemnified Materials" means Google's
technology used to provide the Services (excluding any open
source software) and Google's Brand Features.
"Google Maps Content" means any content provided
through the Services (whether created by Google or its
third-party licensors), including map and terrain data, imagery,
traffic data, and places data (including business listings).
"High Risk Activities" means activities where the
use or failure of the Services could lead to death, personal
injury, or environmental damage, including (a) emergency
response services; (b) autonomous and semi-autonomous
vehicle or drone control; (c) vessel navigation; (d)
aviation; (e) air traffic control; (f) nuclear facilities
"HIPAA" means the Health Insurance Portability and
Accountability Act of 1996 as it may be amended, and any
regulations issued under it.
"Indemnified Liabilities" means any (a) settlement
amounts approved by the indemnifying party; and (b) damages and
costs finally awarded against the indemnified party and its
Affiliates by a court of competent jurisdiction.
"including" means "including but not limited to".
"Intellectual Property Rights" means all patent
rights, copyrights, trademark rights, rights in trade secrets
(if any), design rights, database rights, domain name rights,
moral rights, and any other intellectual property rights
(registered or unregistered) throughout the world.
"Legal Process" means an information disclosure
request made under law, governmental regulation, court order,
subpoena, warrant, governmental regulatory or agency request, or
other valid legal authority, legal procedure, or similar
"Liability" means any liability, whether under
contract, tort (including negligence), or otherwise, regardless
of whether foreseeable or contemplated by the parties.
"Maps Service Specific Terms" means the then-current
terms specific to one or more Services described
"Maps Technical Support Services" means the technical
support service provided by Google to Customer under the
then-current Maps Technical Support Services Guidelines.
"Maps Technical Support Services Guidelines" means the
then-current technical support service guidelines described
"Personal Data" has the meaning given to it in: (a)
Regulation (EU) 2016/679 of the European Parliament and of the
Council of 27 April 2016 on the protection of natural persons
with regard to the processing of personal data and on the free
movement of such data, and repealing Directive 95/46/EC (“EU
GDPR”); or (b) the EU GDPR as amended and incorporated into UK
law under the UK European Union (Withdrawal) Act 2018 (“UK
GDPR”), if in force, as applicable.
"Notification Email Address" means the email
address(es) designated by Customer in the Admin Console.
"Price" means the then-current applicable price(s)
"Prohibited Territory" means the countries listed
"Project" means a Customer-selected grouping of
Google Maps Core Services resources for a particular Customer
"Reseller" means, if applicable, the authorized
unaffiliated third-party reseller that sells or supplies the
Services to Customer.
"Reseller Agreement" means, if applicable, a
separate, independent agreement between Customer and Reseller
regarding the Services.
"Reseller Order Form" means an order form entered
into by Reseller and Customer, subject to the Reseller
"Services" and "Google Maps Core
Services" means the services described
The Services include the Google Maps Content and the Software.
"Significant Backwards Incompatible Change" means a material
discontinuance or material backwards incompatible change to the Google
Maps Core Services described at
Freezing software support does not constitute a Significant Backwards Incompatible Change.
"SLA" or "Service Level
Agreement" means each of the then-current service
"Software" means any downloadable tools, software
development kits, or other computer software provided by Google
for use as part of the Services, including updates.
"Suspend" or "Suspension " means
disabling access to or use of the Services or components of the
"Taxes" means any duties, customs fees, or
government-imposed taxes associated with the purchase of the
Services, including any related penalties or interest, except
for taxes based on Google’s net income, net worth, asset value,
property value, or employment.
"Term" has the meaning stated in
Section 11.1 of the Agreement.
“Terms URL” means the following URL set forth
"Third-Party Legal Proceeding" means any formal legal
proceeding filed by an unaffiliated third party before a court
or government tribunal (including any appellate proceeding).
"Trademark Guidelines" means (a) Google’s Brand
Terms and Conditions, located
at: https://www.google.com/permissions/trademark/brand-terms.html and
(b) the “Use of Trademarks” section of the “Using Google Maps,
Google Earth and Street View” permissions page
at https://www.google.com/permissions/geoguidelines.html#geotrademark policy.
“URL Terms” means the following, which will control in
the following order if there is a conflict:
(a) the Maps Service Specific Terms;
(b) the SLA;
(c) the AUP;
(d) the Maps Technical Support Services Guidelines;
(e) the Legal Notices for Google Maps/Google Earth and Google
Maps/Google Earth APIs
(f) the Google Maps/Google Earth Additional Terms of Service
22. Regional Terms.
Customer agrees to the following modifications to the Agreement
if Customer orders Services from the applicable Google entity as
|Asia Pacific - Indonesia
|PT Google Cloud Indonesia
1. The following is added as Section 11.6
11.6 Termination Waiver. The parties
agree to waive any provisions under any applicable
laws to the extent that a court decision or order is
required for the termination of this Agreement.
2. Section 19.11 (Governing Law) is deleted and
replaced with the following:
19.11 Governing Law.
(a) The parties will try in good faith to settle
any dispute within 30 days after the dispute arises.
If the dispute is not resolved within 30 days, it must
be resolved by arbitration by the American Arbitration
Association’s International Centre for Dispute
Resolution in accordance with its Expedited Commercial
Rules in force as of the date of the Agreement
(b) The parties will mutually select one
arbitrator. The arbitration will be conducted in
English in Santa Clara County, California, USA.
(c) Either party may apply to any competent
court for injunctive relief necessary to protect its
rights pending resolution of the arbitration. The
arbitrator may order equitable or injunctive relief
consistent with the remedies and limitations in the
(d) Subject to the confidentiality requirements
in Section 19.11(f), either party may petition any
competent court to issue any order necessary to
protect that party’s rights or property; this petition
will not be considered a violation or waiver of this
governing law and arbitration section and will not
affect the arbitrator’s powers, including the power to
review the judicial decision. The parties stipulate
that the courts of Santa Clara County, California,
USA, are competent to grant any order under this
(e) The arbitral award will be final and binding
on the parties and its execution may be presented in
any competent court, including any court with
jurisdiction over either party or any of its property.
(f) Any arbitration proceeding conducted in
accordance with this Section will be considered
Confidential Information under the Agreement’s
confidentiality section, including (i) the existence
of, (ii) any information disclosed during, and (iii)
any oral communications or documents related to the
arbitration proceedings. The parties may also disclose
the information described in this Section 19.11(f) to
a competent court as may be necessary to file any
order under Section 19.11(d) or execute any arbitral
decision, but the parties must request that those
judicial proceedings be conducted in camera (in
(g) The parties will pay the arbitrator’s fees,
the arbitrator’s appointed experts’ fees and expenses,
and the arbitration center’s administrative expenses
in accordance with the Rules. In its final decision,
the arbitrator will determine the non-prevailing
party’s obligation to reimburse the amount paid in
advance by the prevailing party for these fees.
(h) Each party will bear its own lawyers’ and
experts’ fees and expenses, regardless of the
arbitrator’s final decision regarding the Dispute.
(i) The parties agree that a decision of the
arbitrators need not to be made within any specific
3. Section 19.15 (Conflicting Languages) is
deleted and replaced with the following:
19.15 Conflicting Languages. This
Agreement is made in the Indonesian and the English
language, and both versions are equally authentic. In
the event of any inconsistency or different
interpretation between the Indonesian version and the
English version, the parties agree to amend the
Indonesian version to make the relevant part of the
Indonesian version consistent with the relevant part
of the English version.