Google Terms & Conditions

June 11th 2015

Google supplier purchase order terms and conditions

Introduction. These terms and conditions (“Terms and Conditions”) together with a Purchase Order form an “Agreement” between the Google entity specified on the Purchase Order (“Google”) and the supplying party specified on the Purchase Order (“Supplier”) for the purchase of all Products or Services provided by Supplier, directly or indirectly, to or for Google, under the applicable Purchase Order. No terms other than the Agreement will apply to Supplier’s provision of Products or Services, except if the parties have executed a separate written agreement governing the Products or Services (“Existing Agreement”), in which case the Existing Agreement will govern. If there is a conflict between these Terms and Conditions and any Purchase Order, these Terms and Conditions govern.

  1. Definitions.

    1. “Background IP”

      means all IP owned, created or discovered by a party: (a) before Supplier performs Services, or (b) independent of the Agreement.
    2. “Defect” or “Defective”

      means with respect to a Product a failure to meet the Product warranties in Sections 8.2(A) and 8.2(B).
    3. “Deliverables”

      means custom work product that Supplier creates under a Purchase Order.
    4. “Developed IP”

      means any IP other than Background IP created or discovered by Supplier or Google in connection with the Agreement.
    5. “Intellectual Property Rights”

      means all patent rights, copyrights, trademark rights, rights in trade secrets, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
    6. “IP”

      means anything protectable by an Intellectual Property Right.
    7. “Product”

      means product, including hardware and software, sold by Supplier, including any Deliverables.
    8. “Purchase Order”

      means a purchase order (including any incorporated attachments) for Product or Services submitted to Supplier by Google.
    9. “Services”

      means services provided by Supplier.
    10. “Specifications”

      means those specifications (if any) identified in a Purchase Order or as the parties may otherwise agree to in writing.
    11. “Tax(es)”

      means all applicable taxes and similar obligations, except for taxes based on Supplier’s net income, net worth, employment, personal and real property, and assets.
    12. “Third Party Materials”

      means any information or materials owned by a third party or any open source materials.
    13. “Warranty Period”

      means the 12-month period starting on the date Google accepts a Product.
    14. The words “include” and “including” mean “including but not limited to.”
    15. Written communication includes email.
    16. When examples are provided in these Terms and Conditions, they are for illustrative purposes only, and are not the exclusive examples of a particular concept or provision.
  2. Ordering Product and Services.

    1. Purchase Orders.

      Google may submit Purchase Orders in writing, including electronic transmission. Unless the parties mutually agree otherwise in writing, Purchase Orders will state prices, delivery dates, and delivery locations for Products and Services.
    2. Changes.

      Google may reschedule Products or Services, change the delivery destination for Products in any Purchase Order, change the Services provided under any Purchase Order, or cancel any Purchase Order upon written notice to Supplier at any time before the scheduled delivery or completion date, as applicable, at no cost to Google, except that if requested changes materially increase or decrease the cost to provide Products or Services, the parties will negotiate an appropriate adjustment to their obligations under the Purchase Order. Supplier will not unreasonably withhold or delay agreement to any change requested by Google.
    3. Cancellation.

      Supplier will stop work on the applicable Purchase Order immediately upon receipt of a cancellation notice from Google. If Google cancels a Purchase Order for Services before the scheduled delivery date, Supplier may invoice Google for work completed at a pro-rated price based upon the percentage of work completed prior to the date of cancellation, and Supplier will immediately ship to Google all Deliverables and work-in-progress that are the subject of such invoice.
  3. Product Delivery.

    1. Product Shipping.

      • Delivery Terms; Title Transfer. Unless otherwise specified in the Purchase Order, Supplier will deliver Products DDP (Incoterms 2010) to the delivery destination stated in the Purchase Order, with title and risk of loss transferring from Supplier to Google at the delivery destination.
      • Trade Compliance. When Supplier is responsible for exporting or importing Product, Supplier will obtain all authorization and permits necessary to fulfill all applicable governments’ requirements for Product shipment.
      • Import/Export Information. Upon Google’s request, Supplier will provide Google with any information Google reasonably requests regarding Product importation, exportation or distribution.
    2. Product Packing.

      Supplier will package Products according to any instructions Google provides in a Purchase Order, and if none are provided, then according to good commercial practice to ensure safe arrival of the Products.
    3. Advance Delivery.

      Google may refuse any delivery made more than 5 days before the delivery date and Supplier will re-deliver the Product on the correct date at Supplier’s expense.
    4. Excess Product.

      Google may return to Supplier, at Supplier’s expense, any quantity of Product exceeding that specified in the Purchase Order.
    5. Late Product Delivery.

      If a Product shipment (or part of a shipment) is late, Supplier will: (i) immediately propose a new delivery date, (ii) use best efforts to expedite delayed Product at Supplier’s expense, and (iii) issue Google a discount or refund on the purchase price for Product delivered late, unless otherwise agreed by the parties. Notwithstanding the foregoing Section 3.5, Google may (a) cancel without liability the applicable Purchase Order or portions of the Purchase Order for late Product not yet delivered, or (b) cover for late Product by sourcing products from another supplier, at Supplier’s reasonable expense.
  4. Inspection, Acceptance, Rejection.

    1. Inspection and Acceptance.

      Google may inspect Product and return Defective Product. Any Product or Service not rejected within 30 days of receipt will be deemed accepted by Google. Google’s payment to Supplier for Product or Services will not be treated as acceptance.
    2. Rejected Product.

      At Google’s option, Google may: (i) return rejected Products, and Supplier will immediately replace returned Products, at Supplier’s expense, including all freight costs; or (ii) use the defective Products and obtain a reduction in price.
    3. Defect Replacement Procedure.

      • For Product that is discovered Defective during the Warranty Period, Supplier will, at its expense and at Google’s option,
        • replace or repair Defective Product and re-deliver such repaired or replaced Product to Google within a commercially reasonable timeframe agreed to by Google,
        • refund Google the Product purchase price within 30 days of receiving Google’s notice that a Product is Defective, or
        • reimburse Google for the reasonable cost to have the Product repaired within 30 days after receiving Google’s invoice.
      • Supplier is responsible for all costs, damages, and liabilities incurred by Google as a result of Defective Product.
      • All Products undergoing repair will at all times remain Google’s property.
      • Supplier will warrant replacement Product for the longer of 90 days following Google’s acceptance of the replacement Product or the remainder of the original Product’s Warranty Period.
  5. Payment.

    1. Invoice Issuance and Payment.

      • Supplier will invoice Google upon Google’s acceptance of the Products and Services.
      • Except as specifically stated in the Purchase Order, Supplier will be responsible for all costs it incurs in connection with providing the Services.
      • Google will pay any undisputed portion of an invoice for accepted Products or Services within 30 business days following the later of: (i) delivery of the Products or completion of Services, or (ii) receipt of a correct invoice by Google’s accounts payable department. Correct invoices must include Purchase Order number, complete bill-to address, Product part numbers and quantities, description of Products or Services, unit prices, applicable tax or other charges, and extended totals.
      • Google is not obligated to pay any invoice submitted 180 days or more after a Product is shipped or Services are completed.
      • In addition to other rights and remedies Google may have, Google may offset any payment obligations to Supplier that Google may incur under the Agreement against any fees owed to Google and not yet paid by Supplier under the Agreement or any other agreement between Supplier and Google.
    2. Invoice Disputes.

      If Google initiates an invoice dispute, Google will include a written description of the disputed portion of the invoice. Upon Google’s request, Supplier will issue separate invoices for undisputed and disputed amounts. Payment of undisputed amounts will not limit Google’s right to object and refuse payment of disputed amounts.
    3. Taxes.

      Prices do not include any applicable Taxes. If Supplier is legally obligated to collect applicable Taxes, Supplier must state each applicable Tax as a separate line item on its invoice to Google. Google will pay Taxes separately stated on correct, undisputed, and timely invoices for applicable Products or Services, unless Google provides Supplier with a valid tax exemption certificate. To be correct, invoices for value-added Tax or goods and services Tax must meet all of the relevant Tax authority’s requirements (to allow Google to obtain relief from such Tax if available). If Google is obligated to withhold any Taxes from its payments to Supplier, Google will make the payments net of the withheld amounts.
    4. Late Payment.

      Supplier may charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time, from the due date until the date of actual payment, whether before or after judgment, on any amount which is overdue under this Agreement.
  6. Product License; Limitations.

    1. Product License Grant.

      • For those portions of a Product that are Deliverables, Section 7.4 (Services Intellectual Property Rights; Licenses) will apply.
      • For those portions of a Product that are not Deliverables, Supplier grants Google, its affiliates, distributors, and end users a perpetual, irrevocable, non-exclusive, worldwide, fully paid-up, royalty-free license to use, modify, sell, offer for sale, import, and otherwise dispose of the Product, including any bug fixes, updates or upgrades developed by Supplier for the respective Product.
    2. Limitations.

      Nothing in this Agreement grants a party any license, right, or interest in the other party’s trademark(s), trade name(s) or service mark(s). Neither party will alter or modify any proprietary rights notices on the other party’s IP.
  7. Custom Services.

    To the extent that Supplier provides Services, this Section 7 will also apply.

    1. Services Provision.

      Supplier will:
      • develop, test, and deliver to Google all Deliverables in accordance with the applicable Purchase Order, and, if requested by Google, provide Google with supporting documentation evidencing Supplier’s testing, and all assistance necessary for Google to fully inspect the Deliverables;
      • provide all materials, equipment, and personnel necessary for performing the Services unless stated otherwise in the purchase order;
      • provide Google with status reports regarding Supplier’s progress on Deliverables, at the frequency requested by Google;
      • comply with all applicable Google policies if and when Supplier is at Google’s facilities.
    2. Rejected Services.

      Notwithstanding any acceptance by Google, if any Services do not meet the applicable warranties or other criteria under the Agreement, at Google’s option, Google may:
      • require Supplier to re-perform the non-conforming Services at no charge to Google;
      • re-perform the non-conforming Services itself, or have a third party do this, and charge Supplier the reasonable cost of this re-performance;
      • accept the Services and obtain a reduction in price; or
      • reject the non-conforming Services and obtain a refund from Supplier for all amounts paid in relation to these Services.
    3. Failure Analysis.

      Upon Google’s request, Supplier will perform a failure analysis of any returned Deliverable that is suspected to be Defective. Supplier will use reasonable efforts to provide Google with (a) an initial assessment of the Defect’s cause(s) within 1 week of receiving the returned Deliverable; and (b) a final assessment of the Defect’s root cause within 3 weeks of receiving the returned Deliverable.
    4. Services Intellectual Property Rights; Licenses.

      • Ownership. Subject to Supplier’s Intellectual Property Rights in any of Supplier’s Background IP incorporated in any Deliverables (and any applicable third parties’ Intellectual Property Rights in Third Party Materials approved by Google in accordance with 7.4(D)):
        • Title to the Deliverables will transfer to Google upon delivery.
        • Google owns any Developed IP.
        • To the extent that Supplier or any of its personnel, subcontractors or agents own any rights in the Developed IP, Supplier assigns (or will procure the assignment of) all rights (including Intellectual Property Rights), title, and interest in the Developed IP to Google. If applicable law prevents future assignments, Supplier will assign (or will procure the assignment of) such rights as these are created.
        • If applicable law prevents Supplier from transferring ownership of any Developed IP to Google, Supplier grants Google a perpetual, irrevocable, exclusive, royalty-free, fully-paid, transferrable, worldwide license (with the right to sublicense) to make, use, import, offer for sale, sell, export any component of, reproduce, prepare derivative works of, distribute, publicly perform, and publicly display the Developed IP.
        • If requested by Google, Supplier will timely perform all acts reasonably necessary to accomplish the assignments and other transactions specified in the Agreement.
        • Supplier will not assert, and to the extent permitted by applicable law, otherwise waives, any moral rights in the Deliverables and Developed IP, and will ensure that all of its personnel, subcontractors, and agents and other third parties who have moral rights in the Deliverables will also not assert, and to the extent permitted by applicable law, will waive, those moral rights.
      • Supplier Background IP License. If Supplier includes any Supplier Background IP in any Deliverables, Supplier must describe such Background IP in writing, and Supplier grants to Google and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to:
        • reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use the Supplier Background IP, in connection with or as part of the Deliverables and Developed IP; and
        • make, use, sell, offer for sale, import, export any component of, and otherwise dispose of the Supplier Background IP, in connection with or as part of the Deliverables and Developed IP.
      • Google Resources License.
        • License. If Google provides Supplier with any Google Background IP or Developed IP, software, equipment, tooling, or other materials in connection with this Agreement to provide Services (“Google Resources”), Google grants Supplier a limited, non-exclusive, non-transferable, royalty-free license (with the right to sublicense only to its subcontractors authorized by Google under Section 12.3 (Delegation and Subcontracting)) to use those Google Resources solely for the purpose of, and only to the extent needed, performing Services or making Deliverables for Google.
        • Conditions. Supplier will be responsible for the use and protection of the Google Resources and will, at Google’s option, replace or reimburse Google for the replacement cost of any Google Resources lost or damaged before its return to Google.
        • Return. Supplier will return the Google Resources to Google immediately after provision of all Deliverables and Services or any termination of this Agreement.
      • Third Party Materials. Supplier will not incorporate any Third Party Materials into any Deliverable without Google’s prior written approval of such incorporation and any applicable license terms.
      • Background IP Limitations. Nothing in this Agreement grants a party any license, right, or interest in the other party’s Background IP under the Agreement, except for the licenses granted in this Section 7.
  8. Representations and Warranties, Disclaimers.

    1. Mutual.

      Each party represents and warrants that: (a) it has the full power to enter into this Agreement, carry out its obligations under this Agreement, and grant the rights and licenses it grants the other in this Agreement; (b) its compliance with this Agreement will not violate any agreements it has with any third party; (c) it is an equal opportunity employer and will comply with all applicable employment and non-discrimination laws, including laws applicable to U.S. federal government contractors.
    2. Supplier.

      Supplier represents and warrants that:
      • Specifications. The Products and Services will comply with their Specifications and will be of satisfactory quality and reasonably fit for any purpose made known to Supplier.
      • Products. Products will be new, unused, and not refurbished at the time of delivery, and will be safe for normal use and free from defects in design, materials, and workmanship during the Warranty Period.
      • Software. For software provided by Supplier, (i) there is no open source software in the Products (or any other items provided by Supplier), unless Supplier has notified Google in writing before delivery and Google has consented in writing to accepting this open source software, and (ii) the software will not damage, interfere with, or permit unauthorized access to any other existing products or systems on which it is installed or any information residing on those products or systems.
      • Quality. Supplier’s performance under this Agreement will be of professional quality and performed consistent with generally accepted industry standards.
      • License Rights; No Claims. Supplier (i) owns or has properly licensed all Products and Services provided by Supplier under this Agreement and Google will acquire good and clear title, and (ii) has no knowledge of any unresolved claims, demands, or pending litigation alleging that the Products or Services infringe or misappropriate any Intellectual Property Rights of any third party.
      • Pass-Through. Supplier will, to the extent it is contractually permitted to do so, provide to Google the benefits of manufacturers’ or suppliers’ warranties and guarantees for material or equipment incorporated into the Products or Services, and will perform its responsibilities so that such warranties or guarantees remain in full effect.
      • Confidentiality. Supplier will (i) keep confidential the terms of this Agreement and all non-public and proprietary Google information, and will only use such information to provide Products and Services under this Agreement, and will not disclose such information except to the extent required by law after giving reasonable notice to Google, if permitted by law; and (ii) not use in providing Products or Services or disclose to Google any materials or documents of another party considered confidential or proprietary unless it has obtained written authorisation from that party and Google.
      • Insurance. Supplier will maintain: (i) insurance against general liability and property damage, (ii) workers compensation insurance as required by law where Services will be provided, including employer’s liability coverage; and (iii) additional insurance limits and coverages as Google may require, depending upon Services provided.
      • Compliance with Supplier Code of Conduct. Supplier will comply with the Supplier Code of Conduct (available at www.google.com/about/company/responsible -manufacturing.html or such other URL as Google may provide).
      • Compliance with Laws. In connection with this Agreement, Supplier, its personnel, subcontractors, and agents will comply with all applicable laws, directives, and regulations, including anti-bribery laws, conflict minerals laws, employment laws, import/export laws, materials disposal laws, and data privacy laws, including the following:
        • In performing its obligations under the Agreement, Supplier will comply with all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit both direct and indirect corrupt offers of anything of value to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Furthermore, Supplier will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. “Government officials” include any government employee, candidate for public office, and employee of government-owned or government-controlled companies, public international organisations, and political parties.
        • Upon request, Supplier will provide a complete and accurate conflict mineral report detailing the source and chain of custody of conflict minerals (in a format that is at least as comprehensive as the EICC/GeSI reporting template) for each Product.
      • UK Living Wage. Supplier will ensure that any of its personnel, subcontractors or agents who perform any Services in any of Google’s premises in the United Kingdom are paid the ‘UK Living Wage’ at a minimum, as defined by the United Kingdom’s ‘Living Wage Foundation’.
    3. Personal Information Safeguards.

      • Under this Agreement, Supplier will not receive, or have access to, use or store Personal Information (as defined below). If however, Supplier receives, or has access to, uses or stores Personal Information under this Agreement, then this Section 8.3 will apply (in addition to Section 8.2(G) (Confidentiality)).
      • “Data Protection Law” means: (a) the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 (as updated); (b) any other applicable data privacy legislation or regulation; and (c) Google’s privacy policy (available at http://www.google.com/privacypolicy.html or such other URL as Google may provide).
      • “Personal Information” means any information relating to an identified natural person or a directly or indirectly identifiable natural person.
      • To the extent Supplier receives, or has access to, uses or stores Personal Information under this Agreement Supplier will:
        • immediately notify Google;
        • implement and maintain administrative, physical, and technical safeguards (“Safeguards”) that meet or exceed relevant industry standards and that protect the security and privacy of Personal Information. Supplier will not permit access to Personal Information except to those who need to know it in order to perform under this Agreement, and will ensure that any third party accessing Personal Information protect it with Safeguards at least as strong as supplier’s Safeguards;
        • upon Google’s instruction, delete such Personal Information immediately or return it to Google in a secure manner and delete all remaining copies of Personal Information after such return and provide documentation of the deletion to Google;
        • not use the Personal Information for any other purpose than compliance with its’ obligations under this Agreement; and
        • if Supplier has reason to believe that Personal Information is reasonably likely to have been accessed for an unauthorized purpose or by unauthorized persons (an “Incident”): (a) promptly notify Google by emailing vendor-incidents@google.com; (b) reasonably assist Google in investigating and remedying any Incident and any related inquiry or claim; and (c) provide Google with reasonable assurance that Supplier has corrected all circumstances under Supplier’s control that led to the Incident.
    4. Transfer Regulations; No liability for personnel.

      • Because the parties have entered into the Agreement with the intent that under no circumstances will either the Services or the Agreement give rise to any transfer of employment under Transfer Regulations, neither Google, its affiliates, nor any Replacement Supplier will have any liability for any of Supplier’s current or former personnel, whether under Transfer Regulations or otherwise.
      • “Transfer Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 and any other applicable national regulations implementing the European Council Directive 2001/23/EC.A.
      • “Replacement Supplier” is a third party that Google or its affiliates engages to replace Supplier (in whole or in part) in performing services that are the same as or similar to the Services. To the extent permitted by applicable law, Replacement Suppliers will be third party beneficiaries under this Section 8.4, provided that the parties may amend any part of this Agreement without the Replacement Supplier’s consent, even if that amendment affects or will affect the benefits conferred on the Replacement Supplier.
    5. Disclaimer.

      Except for the express warranties contained in this agreement, no other warranties are expressed or implied, including any implied warranties of merchant ability and fitness for a particular purpose.

  9. Defense and Indemnity.

    1. Obligations.

      Supplier will defend and indemnify Google and its affiliates, directors, officers, and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
      • a claim that use, possession, or sale of the Products or Services violates or infringes a third party’s rights, including Intellectual Property Rights.
      • any allegation, claim or determination by a court or agency that (A) any of Supplier’s personnel is an employee of Google or (B) the Services or this Agreement have given rise to any transfer of employment under Transfer Regulations or otherwise; or
      • any allegation by Supplier’s personnel or a third party under applicable labor or employment laws (including claims related to engagement, employment or termination of Supplier’s personnel), except to the extent caused by Google’s unlawful acts or omissions.
    2. Remedies.

      If an injunction preventing continued use of any Products or Services is threatened or granted, Supplier will do the following at its sole expense:
      • procure the right to continue providing the Products or Services in compliance with this Agreement; or
      • modify the Products or Services to make them non-infringing without materially reducing their functionality; or
      • replace the Products or Services with a non-infringing, functionally-equivalent alternative.
  10. Limitations of Liability.

    1. Liability.

      In Section 10, “liability” means any liability, whether under contract, tort, or otherwise, including for negligence.
    2. Exclusion.

      Subject to Section 10.4, neither party will have any liability in connection with this Agreement) for any: (a) loss of profit; or (b) indirect or consequential losses suffered or incurred by the other party (whether or not any such losses were or were not foreseeable or within the contemplation of the parties).
    3. Limitations.

      Subject to Sections 10.2 and 10.4, each party’s aggregate liability arising out of or relating to this Agreement is limited to the greater of: (a) the amount payable by Google to Supplier under the applicable purchase order; or (b) EURO 50,000 (fifty thousand Euro).
    4. Exceptions to Limitations.

      Nothing in this Agreement excludes or limits either party’s liability for:
      • death or personal injury resulting from its negligence or the negligence of its employees or agents;
      • fraud or fraudulent misrepresentation;
      • breach of any implied condition as to title or quiet enjoyment;
      • breach of Section 8.2(G) (Confidentiality);
      • obligations under Section 9.1 (Defence and Indemnity); or
      • infringement of the other party’s Intellectual Property Rights;
      • matters that cannot be excluded or limited under applicable law.
  11. Termination.

    1. Termination.

      • Either party may terminate this Agreement:
        • immediately for breach of confidentiality; and
        • upon written notice if the other party materially breaches any other provisions of this Agreement and fails to remedy that breach within 30 days after written notice.
      • Google may terminate this Agreement for convenience upon 45 days’ written notice.
      • Termination of the Agreement terminates all outstanding Purchase Orders effective as of the termination notice date, subject to Section 2.3 (Cancellation).
    2. Survival.

      Supplier’s obligations to deliver non-cancelled Product and Sections 1, 2.3, 4.2, 4.3, 6, 7.4(A), 7.4(B), 7.4(D), 8, 9, 10, 11.2, and 12 will survive any termination of the Agreement.
  12. General.

    1. Records.

      Supplier will maintain in reasonable detail accurate records relating to this Agreement. For a period of one year after the date of each Purchase Order, Google and its agents may audit Supplier’s relevant records to confirm compliance with this Agreement.
    2. Force Majeure.

      Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
    3. Delegation and Subcontracting.

      Supplier may not subcontract any of its obligations under this Agreement without Google’s written consent. Supplier will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors.
    4. Assignment.

      Neither party may assign any part of this Agreement, without the written consent of the other, except that Google may assign any rights or obligations under this Agreement to an affiliate.
    5. Change of Control.

      If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) that party will give written notice to the other party within 30 days after the change of control.
    6. Governing Law.

      • This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement, but either party may apply to any court for an injunction or other relief to protect its intellectual property rights.
      • If the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are otherwise applicable, the parties expressly exclude them from applicability under the Agreement.
    7. No Agency.

      This Agreement does not create any agency, partnership or joint venture between the parties, nor does it create the relationship of employer or employee between Google and Supplier or between Google and any of Supplier’s personnel.
    8. Notices.

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

      If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
    10. No Waiver.

      Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
    11. No Third Party Beneficiaries.

      This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    12. Entire Agreement, Modification.

      Subject to Section 10.4(B), this Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement. In entering into the Agreement neither party has relied on and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement.
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