Google India GA4 Sales Terms

These Google India Sales Terms (“Sales Terms”) are entered into by Google India Private Limited (“Google India”), having its office at Tower B, Unitech Signature Tower II, Sector 15, Part-I Village Silokhera, Gurugram, Haryana - 122002.

Availability and continuity of the Services will be subject to the existence of a valid Analytics Order Form(s) executed by Google India and you, for sale of Services and for you to purchase the Services specified under the respective Analytics Order Form.

Capitalized terms that are undefined in these Sales Terms have the meanings set forth in the applicable Analytics Order Form or the Google Platform Services Terms and Conditions, which can be accessed here: https://www.google.com/doubleclick/platform/apac_in/terms/ (“Platform Terms”) or the Analytics Service Specific Terms (“Service Specific Terms”), which can be accessed here: https://marketingplatform.google.com/intl/en_in/about/ads_platforms/gmp/analytics/terms/.

To the extent there is any conflict or inconsistency between the applicable Analytics Order Form, these Sales Terms or the Platform Terms or the Service Terms the following order of precedence will apply: (1) the Analytics Order Form; (2) these Sales Terms; (3) the Service Specific Terms; and (4) the Platform Terms. Any use of the term “including” in the Agreement (as defined under the applicable Analytics Order Form) will mean “including, but not limited to.

1. DEFINITIONS. The following capitalized terms will have the associated meanings for purposes of the Agreement. Any definitions included in these Sales Terms or any related Analytics Order Form(s) will have the same meaning throughout the Agreement.
   • 1.1 “Affiliate” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party.
   • 1.2 “Analytics Order Form” means an agreement that is issued under these Sales Terms and is executed between Google India and you. The Analytics Order Form is subject to the Terms (as defined under the Analytics Order Form) and sets forth pricing and other material and commercial terms with respect to Client’s utilization and availing the Service. All Analytics Order Forms incorporate and are issued / governed by the Agreement including these Sales Terms and Terms.
   • 1.3 “Services” shall have the meaning as ascribed to it under Part 1 of the applicable Analytics Order Form.
   • 1.4 “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is lawfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
   • 1.5 “Effective Date” has the meaning set forth in the Analytics Order Form.
   • 1.6 “Client” means an organization who is availing and utilizing the Services for its website or a webpage or a web or mobile application. Such Client is required to be incorporated in India only.
   • 1.7 “Subcontractor” means a subcontractor, consultant, third-party service provider or agent engaged by either party (or a Client of such party) in connection with its use or provision of Services.
2. SALE AND PROVISION OF SERVICE
   • 2.1 Google Asia Pacific Pte. Limited (“Google” or “Service Provider”) operates and provides Services. Google is an entity established under laws of Singapore, and Google has appointed Google India as a non-exclusive reseller of the Services in India. Google India purchases the Services from Google in order to resell such Services in India, so that the Company can purchase and use the Services for itself or for its Clients.
   • 2.2 The Company agrees and acknowledges that the Analytics Order Form is executed based on the premise that the role of Service Provider and Google India are clearly distinguished from each other and that while Services are sold by Google India in India, Service Provider is responsible for provision of the Services or any part thereof to the Company or the Clients, as the case may be. Google India does not make any promises, representations, warranties or guarantees to the Company or to potential Client/Clients with regard to the Services or any aspect or functionality thereof beyond those expressly provided to the Company under the Agreement.
   • 2.3 The Company represents and warrants that the Company is incorporated in India and under the applicable Indian laws. The Company hereby acknowledges and agrees that it can only utilize and further use the Services in accordance with the Agreement provided it is incorporated in India and under applicable Indian laws.
   • 2.4 Google India hereby represents and warrants that it has all necessary rights and authority (i) to enter into the Agreement including the Analytics Order Form and to perform its obligations under the Agreement.
3. APPLICABLE TERMS
   • 3.1 Each Analytics Order Form executed between Google India and you, is issued under these Sales Terms provided and incorporated by reference and is subject to the Platform Terms available at https://www.google.com/doubleclick/platform/apac_in/terms/ and the Service Specific Terms available at https://marketingplatform.google.com/intl/en_in/about/ads_platforms/gmp/analytics/terms/ (together the “Agreement”), each provided by Google relating to the use of the Services (the most updated version of the Terms as updated by Google will be applicable). Each Analytics Order Form issued under these Sales Terms, incorporating the Terms is a separate agreement for the Services for the respective Company.
4. CHANGES TO THESE SALES TERMS, TO THE SERVICES, OR THE AGREEMENT
   • 4.1 Google India may modify these Sales Terms (including URLs referenced in these Sales Terms and the content within such URLs) from time to time. Google India may also modify URLs referenced in the applicable and respective Analytics Order Forms and the content within such URLs from time to time. Any modifications to these Sales Terms or the URLs referred to in the Agreement will be available at the relevant URL (or a different URL that Google India may provide from time to time). Changes to these Sales Terms (including changes to the content within URLs) will not apply retroactively and will become effective 30 days after they are posted, except that changes to URL references will be effective immediately.
5. PARTIES OBLIGATIONS; PROHIBITED ACTS
   • 5.1 Google India will:
     • be solely responsible for sale of the Services to the Company, such that as a reseller of the Services, Google India will provide training (including web based training) and related support to the Company for the Services through a partner account manager;
     • provide Company access to web-based training and support, by itself or through its Affiliate for any particular Analytics Service; and
     • handle all aspects of billing of the Services purchased, used and utilized by the Company under the Analytics Order Form. The Company will contact Google India directly for support, and not communicate directly with Google for any support. Google India will be the sole point of contact for the Company with regard to the Services.
   • 5.2 Company will:
     • use the Services in compliance with all applicable Policies (as defined under the Platform Terms and as may be updated from time to time) and at all times the burden of proof in establishing such compliance remains with the Company;
     • be solely responsible for use of the Services by itself and be responsible for the use of the Services by the Clients;
     • obtain all rights necessary to use, and necessary to permit Company or Google and/or its Affiliates, as the case may be, to use the Data under the terms of the Agreement, including from Clients and Company Partners, Property owners (if not Company) and Clients;
     • use the Services in compliance with all applicable laws including applicable privacy and export laws, rules, regulations and sanctions programs.
     • ensure that each of its Properties utilizing the Analytics Service contains a privacy policy that discloses (i) the usage of third-party technology and (ii) the data collection and usage resulting from the Services, provided that those privacy policies need not expressly identify Google India and/or its Affiliates or any Service, unless otherwise required by law, rule or regulation; and advise its Clients and Company Partners in writing that each of their web sites and Properties must comply with the foregoing.
     • Where the Company is a non-exclusive reseller, the Company will provide the Minimum Support Obligations as set out in the Analytics Order Form and below in Exhibit II of these Sales Terms.
   • 5.3 Prohibited Acts. Company will not, and will not assist or knowingly permit any third party to:
     • Misappropriate, misuse, or abuse any part of the Services or modify, disassemble, decompile, reverse engineer, copy, or reproduce or create derivative works from or in respect to the Services or any part of the Services;
     • circumvent, reverse-engineer, modify, disable, or otherwise tamper with any security technology in the Services or help anyone else to do so;
     • damage or tamper with any part of the Services;
     • knowingly breach any security measure implemented to safeguard the Services; or
     • provide Google India any data or link that (x) when viewed or clicked on by an End User’s computer, causes such End User’s computer to download any software application, or (y) is illegal.
6. AFFILIATES
   • 6.1 Company’s Affiliates incorporated in India may receive Services under the applicable Analytics Order Form (i) by entering into an Affiliate Adopting Agreement (as defined below); or (ii) if the Company uses the Services on behalf of its Affiliates (each an “Affiliate Customer”).
   • 6.2 An Affiliate may adopt the terms of an Agreement (including the Analytics Order Form) (which incorporate the Platform Terms and the Service Specific Terms by reference) by entering into an Affiliate Adopting Agreement. If an Affiliate enters into an Affiliate Adopting Agreement to this Agreement, the Company will provide a copy of the Agreement (including the applicable Analytics Order Form and Terms) to such Affiliate Customer and the Affiliate Customer will be bound by the Agreement. An “Affiliate Adopting Agreement” means a written agreement that incorporates the Agreement and the Terms by reference and is entered into by Google India and an Indian Affiliate of the Company, creating a direct relationship between them. Notwithstanding, anything to the contrary in these Sales Terms each Affiliate Customer party to an Affiliate Adopting Agreement shall be subject to Google India’s standard payment terms.
   • 6.3 If Company uses the Services on behalf of an Indian Affiliate Customer, Company will be liable for the acts and omissions of each such Indian Affiliate Customer in connection with Services provided under the Agreement (to the extent any such acts or omissions, if performed by the Company, would be a breach of, or otherwise give rise to liability under, the Agreement) and the Company will pay directly to Google India all the Monthly Service Fees and other costs for the Services incurred by such Indian Affiliate Customer.
   • 6.4 If an Affiliate Customer is party to an Advertising Platform Agreement or APA (or another substantially similar agreement) with Google India, then, as of the “Adopting Effective Date” (this should have the same meaning as ascribed to it under the respective Advertising Platform Agreement), the Agreement will supersede that Affiliate’s APA and all order forms (or another substantially similar agreement), schedules, and statements of work to it (as applicable) with respect only to the Services (individually and/or collectively, as applicable).
7. PAYMENTS & TAXES
   • 7.1 Company Payments to Google India
     • For each applicable Analytics Service, Google India will invoice (or send a statement of financial activity to) Company for the applicable Monthly Service Fees, in the month following the calendar month in which the Monthly Service Fees are incurred, unless there is an unforeseen circumstance where billing may be delayed. The Company will pay Google India the Monthly Service Fees (other than Monthly Service Fees disputed in good faith) and other invoiced amounts (if any) by the payment due date set forth in Exhibit I (“Payment Due Date”), in Indian Rupees (INR), and by electronic transfer to the account notified to the Company by Google India or such other means expressly agreed to in writing by the parties. Unless otherwise expressly agreed, Monthly Service Fees payable under an applicable Analytics Order Form are additional to Monthly Service Fees payable under any other Order Form(s).
     • Upon 30 days’ prior notice to the Company, Google India may, in its sole discretion if Google India determines that there is any credit risk associated with the Company, require the Company to prepay Google India an amount equal to, not more than 2 months of reasonably anticipated or actual Monthly Service Fees under the applicable Analytics Order Form.
     • Google India may charge interest at a rate of 1.5% per month (or the highest rate permitted by law, if less) from the date payment is due until the date of actual payment on any Monthly Service Fees which are overdue (other than the Monthly Service Fees disputed in good faith). The Company will pay reasonable expenses and attorneys’ fees Google India incurs in collecting late payments not disputed in good faith.
     • Monthly Service Fees and any other charges that are payable by the Company under the respective Analytics Order Form(s) are exclusive of the applicable taxes, government fees and levies and any administrative charge that Google India may determine in connection with the Services. The Company will pay (i) all taxes (i.e. applicable Goods and Services Tax (“GST”) or any other similar taxes), levies and other government charges.. If such taxes (including GST or similar taxes and levies) are applicable, Google India will separately itemize the same on its invoice raised on the Company, and after collecting such tax from the Company, pay it to the appropriate Governmental agency. Company declares that all particulars provided in reference to the Services, including but not limited to, address, tax registration numbers (such as goods and service tax identification number (GSTIN) are correct. The address and GSTIN are for the location(s) where the Services will be received by the Company. The Company agrees to indemnify and reimburse Google India for any tax liability (including, but not limited to any tax, interest, penalty, fine) on account of any mis-declaration (e.g., related to GSTIN) by the Company. If any credit, refund or other benefit of such indirect taxes is denied or delayed to the Company due to any mis-declarations or non-compliance of applicable tax laws by Google India, then Google India shall reimburse the Company for its related losses including taxes, interests, and penalties. In the event that any payment by the Company to Google India is subject by law to any withholding tax, the Company shall make payment to Google India of the amount owing, less a deduction for such withholding tax and shall account to the relevant tax authority for the withholding tax. The Company shall provide to Google India withholding and/or deduction certificate as per provisions of law applicable from time to time.
     • If the Company fails to pay Monthly Service Fees invoiced by Google India (other than the Monthly Service Fees disputed in good faith) within 10 days following the Payment Due Date, Google India may suspend each applicable Services (for which the Monthly Service Fees are overdue) after 10 days’ notice to Company.
     • If applicable, the Company will not exceed its aggregate credit line as determined by Google India in its sole discretion (and provided if requested) and Google India will not be obligated to provide any Services in excess of such credit line. Google India reserves the right to change or retract any credit line at any time in its sole discretion.
8. INTELLECTUAL PROPERTY Except to the extent expressly stated otherwise in the Agreement, neither party nor its Affiliates will acquire any right, title or interest in any Intellectual Property Rights owned or licensed by the other party.
9. BRAND FEATURES
   • a. Brand Features license to Company.
     1. Google India’s Affiliate grants to Company a revocable, non-exclusive, non-transferable and non-sublicensable license during the Term of the Agreement to use Google’s Brand Features and Google-provided Analytics Service marketing materials expressly identified as shareable (“Marketing Materials”), in the Territory only, solely to fulfill Company’s obligations under this Agreement in accordance with its terms. Company’s use of Google’s Brand Features will be in accordance with the then-current Google branding guidelines (and any content referenced or included in them) located at the following URL: https://www.google.com/permissions (or such other URL as may be notified by Google India from time to time).
     2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS OR THIS ANALYTICS ORDER FORM, GOOGLE INDIA AND/OR ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CLAIM OR LOSS ARISING FROM OR RELATED TO COMPANY’S USE OF MARKETING MATERIALS.
     3. Google India will have the right, in its sole discretion, to terminate the Reseller Arrangement with Company contemplated by this Analytics Order Form at any time upon at least thirty (30) days’ written notice to Company if Company breaches such Google branding guidelines or otherwise misrepresents Google’s Brand Features.
   • b. Brand Features license to Google. Company grants to Google India and its Affiliates a non-exclusive, non-transferable, non-sublicensable (except to Google Affiliates) and worldwide royalty free license during the term of the Agreement to include Company’s Brand Features in presentations and marketing materials, including on any web page created by Google India or a Google Affiliate that relates to Company’s resale activities under this Agreement.
   • C .Written consent. Company will request and obtain Google India’’s written approval before releasing to the public any materials containing Google’s Brand Features under the license set out in this Section 9 (a) (Brand Features license to Company). Except for the licenses expressly set out in this Agreement, neither party will acquire any right, title or interest in or to the other party's Brand Features under this Agreement. All goodwill arising from the use by Company of Google’s Brand Features will belong to Google India and its Affiliates. All goodwill arising from the use by Google of Company’s Brand Features will belong to Company. Google India may revoke the license granted under Section 9(a) (Brand Features license to Company) at any time on reasonable written notice. The Company may revoke the license granted under Section 9(b) (Brand Features license to Google) at any time on reasonable written notice.
10. CONFIDENTIALITY.
    • 10.1 The receiving party will not disclose Confidential Information of the disclosing party, except to Affiliates, employees, agents or professional advisors of the receiving party who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The receiving party will ensure that those people and entities use the Confidential Information of the disclosing party only to exercise rights and fulfill obligations under the Agreement, and that they keep it confidential. The receiving party may also disclose Confidential Information when required by law after giving reasonable notice to the disclosing party, if permitted by law. For purposes of clarification, Data and the terms and conditions of this Agreement are considered Confidential Information under the Agreement.
11. REPRESENTATION AND WARRANTIES
    • 11.1 Each party represents and warrants that it has all necessary rights and authority to (i) enter into these Sales Terms, Agreement and each applicable Analytics Order Form, and (ii) perform its obligations hereunder and thereunder. The Company further represents and warrants that it has all necessary rights and authority to act on behalf of any Clients and Company Partners.
12. DISCLAIMERS
    • 12.1 Except as expressly provided for in the Agreement and to the maximum extent permitted by applicable law, EITHER PARTY DISCLAIMS AND EXCLUDES ANY WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY DISCLAIMS AND EXCLUDES, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON INFRINGEMENT (BUT THE FOREGOING WILL NOT LIMIT EITHER PARTY’S IP INFRINGEMENT INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 14 OF THESE SALES TERMS). The applicable laws of India may confer rights and remedies and imply terms into the Agreement that cannot be excluded. Those rights, remedies, and implied terms are not excluded by this Agreement. To the extent that the relevant laws permit Google India to limit their operation, Google India’s and its Affiliates’ liability under those laws will be limited at its option, to the supply of the services again, or payment of the cost of having the services supplied again.
13. BETA FEATURES
    • 13.1 Google India and its Affiliates will have no liability under the Agreement (including any indemnification obligations) arising out of or related to any use of Beta Features by Company, its Affiliates, or its or their Clients or Company Partners. Any use of Beta Features will be solely at Company’s own risk and may be subject to additional requirements as specified by Google India or its Affiliate. Google India or its Affiliate or the Service Provider is not obligated to provide support for Beta Features and Service Provider may, at its sole discretion, cease providing Beta Features as part of any Services.
14. INDEMNIFICATION
    • 14.1 Each party (the “Indemnifying Party”) will defend and indemnify the other party and its officers, directors, employees and agents (each, an “Indemnified Party”) from all third-party claims or liabilities in relation to a claim filed by an unaffiliated third party before a court or government tribunal (including reimbursement for reasonable outside attorneys’ fees and disbursements) arising out of or related to the Indemnifying Party’s (i) breach or alleged breach of the Agreement or (ii) infringement of a third party’s patent, trademark, trade secret or copyright in connection with (x) with respect to Google and/or its Affiliates, the software and other technology used by the Google and/or its Affiliates to provide the Services hereunder, and (y) with respect to the Company, the creative, technology, data or other materials provided by the Company to Google India and/or its Affiliates or otherwise provided and utilized by the Company in connection with the Services hereunder (the indemnification obligation of each party described in this clause (ii), the “IP Infringement Obligation”).
    • 14.2 Google’s or its affiliates IP Infringement Obligation will not apply to claims to the extent arising from (i) Company’s use of the Service in violation of the Agreement or the Terms; or (ii) the combination, operation or use of the Service(s) with any product or service not provided or authorized in writing by Google India and/or its Affiliates. Company’s IP Infringement Obligation will not apply to claims to the extent arising from Google India’s sale of the Service(s) in violation of the Agreement. Without affecting either party’s termination rights and to the maximum extent permitted by law, Sections 14.1 and 14.2 of these Terms state the sole liability of the Indemnifying Party, and the sole remedy of the Indemnified Party, with respect to any third-party claim arising out of the Indemnifying Party’s breach of the Agreement or intellectual property infringement.
    • 14.3 The Indemnified Party must (i) promptly notify the Indemnifying Party in writing of the third-party claims (except that failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations, except to the extent it has been damaged by the failure); (ii) reasonably cooperate with the Indemnifying Party in the defense of the matter and (iii) give the Indemnifying Party primary control of the defense of the matter and negotiations for its settlement. The Indemnified Party may at its expense join in the defense with counsel of its choice. 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.
    • 14.4 If a Service becomes, or in Google India/ it Affiliate’s reasonable opinion is likely to become, the subject of an intellectual property infringement claim, then Google India at its sole option and expense and upon notice to the Company, may require the Service Provider to suspend provision of the applicable Service and either: (x) procure the right to provide and continue providing the Service as contemplated by the Agreement; (y) require the Service Provider to modify the Service to render it non‑infringing without adversely affecting use of such Service; or (z) require the Service Provider to replace the Service with a functionally equivalent, non‑infringing service. If the above options are not commercially practicable, either party may terminate the Analytics Order Form(s) for the Services impacted.
15. LIMITATION OF LIABILITY
    • 15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR (A) INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE AGREEMENT, AND (B) BREACHES OF SECTION 10 (CONFIDENTIALITY) OF THESE SALES TERMS, NEITHER PARTY WILL BE LIABLE UNDER THESE SALES TERMS FOR LOST REVENUES, LOSSES, OR EXPENSES RELATED TO SUCH LOST REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
    • 15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR (I) INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE AGREEMENT ANALYTICS ORDER FORM OR (II) AMOUNTS OWED AND PAYABLE UNDER THE AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR MORE THAN THE SUM OF THE MONTHLY SERVICE FEES PAID TO SUCH PARTY UNDER THE AGREEMENT, DURING THE 12 MONTHS BEFORE THE CLAIM ARISES.
16. TERM; TERMINATION AND SUSPENSION
    • 16.1 Term. The term of the Agreement is as set forth in the applicable Analytics Order Form(s), unless earlier terminated in accordance with the Agreement.
    • 16.2 Termination.
      • Either party may terminate the applicable Analytics Order Form upon notice with immediate effect if the other party is in material breach of the Agreement;
        1. where the breach is incapable of remedy;
        2. where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party; or
        3. more than twice even if the previous breaches were remedied.
      • If Google India or the Service Provider its Affiliate is unable to provide a Service due to any changes in law or regulations, Google India or its Affiliate may terminate the applicable Analytics Order Form related to such Service upon notice to the Company.
      • Upon the expiration or termination of the Agreement for any reason:
        1. all rights and licenses granted by each party will cease immediately; and
        2. if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information (excluding Data) disclosed to it by the other party.
      • Where applicable, the parties agree that for the effectiveness of the termination clauses under this Agreement, to waive any provisions, procedures and operation of any applicable law to the extent that a court order is required for termination of this Agreement.
    • 16.3 Suspension. If Company or a Company Partner is in violation (or if Google India reasonably suspects a violation) of the Agreement, then Google India may require the Service Provider to immediately suspend or deactivate Company or Company Partner‘s use of all or any part of the applicable Services.
17. MISCELLANEOUS.
    • 17.1 Assignment. Neither party may assign any part of the Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assignor has notified the other party of the assignment. Any other attempt to assign is void.
    • 17.2 Change of Control. If a party experiences a change of control (for example, through a stock purchase or sale, merger, by operation of law, or other form of corporate transaction) other than in the contact of an internal restructuring or reorganization of Google India and its Affiliates: (i) that party will give written notice to the other party within 30 days after the change of control; and (ii) the other party may immediately terminate the Agreement any time between the change of control and 30 days after it receives that written notice.
    • 17.3 Force Majeure Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
    • 17.4 Entire Agreement. The Agreement sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the Agreement (read with the Terms) 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.
    • 17.5 Governing Law.
      • The parties hereto shall endeavor to resolve amicably by negotiation all disputes arising out of or relating to or in connection with an Order Form or these Sales Terms with Google India (excluding the Platform Terms and Service Specific Terms), including any question regarding its existence, validity or termination by negotiation (“ Dispute”).
      • If the Dispute is not resolved within thirty (30) days after such Dispute arose, such Dispute shall be finally resolved by arbitration proceedings under the Indian Arbitration and Conciliation Act, 1996 and any amendments thereof. There will be one arbitrator selected by each party and a third presiding arbitrator selected by mutual agreement of the parties. The arbitral tribunal will not act as amiable compositeur or ex aequo et bono. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within 60 days from the date the arbitrator is appointed.
      • The arbitral tribunal may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award. The arbitration will be conducted in English and the seat of arbitration will be in Delhi. The governing law for this arbitration shall be Indian law. The arbitral tribunal may conduct its proceedings at a venue outside the seat by mutual agreement of the parties.
      • Either party may, without waiving any remedy under the Agreement, apply to the arbitral tribunal and/or any court having jurisdiction any interim, provisional, injunctive or conservatory relief that is necessary to protect the rights or property of that party until the arbitration award is rendered or the Dispute is otherwise resolved. Any decision rendered by the arbitral tribunal will be final and binding on the parties, and judgment thereon may be entered by any court of competent jurisdiction, including, but not limited to, any court that has jurisdiction over either of the parties or any of their assets. The parties expressly agree that the arbitral tribunal will be empowered to award and order equitable or injunctive relief with respect to matters brought before it, provided however, that such remedy or relief is consistent with the remedies and limitations set forth in the Agreement. The parties agree that all arbitral proceedings conducted pursuant to this Section, including the existence of any arbitral proceedings, information disclosed in the course of such arbitral proceedings, and any settlements, negotiations, discussions, proposals, and awards related thereto shall be considered Confidential Information and shall be governed by the confidentiality provisions of the any non-disclosure agreement which may have been executed by the parties prior to or concurrently with this Agreement.
    • 17.6 Notices. All notices of termination or breach must be in English, in writing and addressed to the other party’s Legal Department. The address for such notices to Google India’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).
    • 17.7 No Agency The Agreement does not create any agency, partnership, franchise, or joint venture between the parties.
    • 17.8 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.
    • 17.9 No Third-Party Beneficiaries.. The Agreement does not confer any benefits on any third party unless it expressly states that it does.
    • 17.10 No reselling unless expressly permitted. Except as expressly set forth in an Analytics Order Form, Company may not resell any of the Services.
    • 17.11 Severability. If any term (or part of a term) of the Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
    • 17.12 Subcontractors.
      • Either party may subcontract any of its obligations under the Agreement, without the written consent of the other party. Each party is liable for the acts and omissions of its Subcontractors.
      • If Company (or its Clients or Company Partners) engage a Subcontractor that is recommended by Google India or is a Google partner (including Google India certified partners):
        • Company acknowledges and agrees that the products and services provided by such Subcontractor are not provided by Google India and Google India makes no representations or warranties about such Subcontractor’s performance; and
        • Company is liable for the acts and omissions of such Subcontractor.
    • 17.13 Approvals. The parties agree that whenever the Agreement calls for written request or written approval to be provided by either party, unless otherwise expressly stated that e-mail is not acceptable, such request or approval may be provided via e-mail.
    • 17.14 Equitable Relief. Nothing in the Agreement will limit a party’s ability to seek equitable relief; except that Company will not seek, in a proceeding filed during the term or for one year after the term, an injunction or an exclusion order of any of the Services or any portion of the Services based on patent infringement.
    • 17.15 Survival. Notwithstanding termination or expiration of an Analytics Order Form, any provisions of the Agreement that by their nature are intended to survive, will survive termination including, but not limited to: Sections 7 (Payments), 8 (Intellectual Property), 10 (Confidentiality), 12 (Disclaimers), 14 (Indemnification), 15 (Limitation of Liability), and 17 (Miscellaneous).

Last Updated: January 09, 2025