GOOGLE ORDER FORM

• Document Type: FOIA
• Keywords: CONTRACTS
• Keywords: GOOGLE INC
• Collection: FOIA Collection
• Document Number (FOIA) /ESDN (CREST): 0001487904
• Release Decision: RIPPUB
• Original Classification: U
• Document Page Count: 8
• Document Creation Date: June 22, 2015
• Document Release Date: September 29, 2008
• Case Number: F-2007-00886
• Publication Date: August 30, 2004

(b) (3)
(b) (4)
(b) (6)
Number of
Collections
ORDER FORM:
Google Search ApplianceTM
CUSTOMER TO COMPLETE THIS SECTION
CUSTOMER (Enter Company's Full Legal Name):
Corporate Contact Information:
Billing Contact Information:
Shipping Contact Information:
Attention:
Address:
City, state,
Zip:
Phone:
Fax:
Email:
VAT or applicable tax #:
Purchase Order # (Required): (Non-U.S. Customers only)
Number of
Documents
Google Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043
Software
Revision #
Price Valid
Until
TSS
Level
Total Fees Due (excluding applicable taxes):
Shipping Method: UPS 2-day air
Sales Region: Federal
Deal Type: Direct Sale
Account Manager: Jon Venverloh
Order Form Terms and Conditions
1. Incorporation of Online License Agreement. This Order Form is subject to and incorporates by reference the terms and conditions of the
Google Inc. License Agreement for the Google Search Appliance ("Agreement') available at the following uniform resource locator:
htti)://www.google.com/aor)liance/termsv3.htmi. All capitalized terms used herein have the meanings stated in the Agreement, unless stated
otherwise.
2. Payment Terms. Customer shall pay Google fees in the amount and on the terms specified above, free and clear of, and without any reduction
for, any and all taxes. Customer shall pay any taxes, including sales, use, personal property, value-added, excise, customs fees, import duties
or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions and
Order Forms under the Agreement, including penalties and interest, but specifically excluding taxes based upon Google's net income. When
Google has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Customer unless Customer
provides Google with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer shall provide to Google original
or certified copies of all tax payments or other evidence of payment of taxes by Customer with respect to transactions or payments under the
Agreement.
New Customers must submit a completed Google credit application. If none is submitted, or if the request for credit is denied by Google (in its
sole discretion), Customer must pay the total amount due in advance of shipment.
For credit-approved Customers, all Fees shall be due thirty (30) days from the Shipment Date, as defined below (the "Payment Due Date"). As
a courtesy, Google will send an invoice on or around the Payment Due Date. Delinquent payments shall bear interest at the rate of one-and-
one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full. Customer will be
responsible for all reasonable expenses (including attorneys' fees) incurred by Google in collecting unpaid or delinquent amounts, except where
such unpaid or delinquent amounts are due to billing inaccuracies attributable to Google. All payments due are in U.S. dollars unless otherwise
indicated above. Payments made via wire transfer must include the following instructions:
Wells Fargo Bank Account
Palo Alto, California USA uuuylv .
 3. Technical Support Services ("TSS"). In consideration of Customer's payment to Google of the Fees, Google shall provide TSS to Customer
for a period of time equal to the Term, as defined in the Agreement ("Support Period"). The Support Period shall begin upon the Shipment
Date, as defined below. During the Support Period only, Customer may purchase additional TSS Support Incident bundles at the rate in effect
at the time of purchase. All TSS shall be provided in accordance with the Google Search Appliance Technical Support Services Guidelines,
located at the following uniform resource locator: http:llsupport.gooole.com, in effect at the time such services are ordered. Unless otherwise
agreed in writing, in order to receive TSS Customer agrees to provide Google with full and timely access to the Google Search Appliance at
reasonable times, including shipping the Google Search Appliance to Google if requested. Failure to provide such access will be at Customers-
own risk and without liability to Google. For additional units subsequently ordered, TSS shall be available under the terms and conditions stated
in the Google Search Appliance TSS Guidelines, and the Support Period shall commence, upon receipt by Customer of any additional units.
4. Purchase Order. On or before the Payment Due Date, Customer shall issue a purchase order ("Purchase Order") to Google with the
Purchase Order number set forth above. The parties agree that none of the terms and conditions of any such Purchase Order (or subsequent
Purchase Orders from Customer) shall apply to or modify the Agreement between the parties as documented in this Order Form and the
Agreement, and that any terms or conditions in such Purchase Orders are null and void.
5. Shipment. For purposes of this Order Form, the date of shipment of the Product to You shall be referred to hereinafter as the "Shipment
Date". No shipment will occur prior to Google's receipt of a complete and duly executed Order Form. If credit is denied, shipment will occur'
once payment has been received.
6. Authority. By signing this Order Form, Customer represents and warrants that (i) it has read and understands the Google Search Appliance
License Agreement that is incorporated by reference herein and agrees to be bound by its terms, and (ii) it has full power and authority to
accept these Order Form Terms and Conditions.
Google Inc. Customer:
Signature: Signature:
Print Name: Print Name:
Date: Date:
 ORDER FORM:
Google Search ApplianceTM
CUSTOMER TO COMPLETE THIS SECTION
CUSTOMER (Enter Company's Full Legal Name):
Corporate Contact Information:
Billing Contact Information:
Shipping Contact Information:
Attention:
Address:
City, State,
Zip:
Phone:
Fax:
Email:
VAT or applicable tax #:
Purchase Order # (Required): (Non-U.S. Customers only)
Number of
Collections
Number of
Documents
Google Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043
[phone]
[phone] Fax
Software
Revision #
19
N/A
N/A
Price Valid
Until
TSS
Level
Total Fees Due (excluding applicable taxes) :
Shipping Method: UPS 2-day air
Sales Region: Federal
Deal Type: Direct Sale
Account Manager: Jon Venverloh
Appliance Fees Per Unit
Order Form Terms and Conditions
1. Incorporation of Online License Agreement. This Order Form is subject to and incorporates by reference the terms and conditions of the
Google Inc. License Agreement for the Google Search Appliance ("Agreement") available at the following uniform resource locator:
http://www.google-com/ai)pliance/termsv3.html . All capitalized terms used herein have the meanings stated in the Agreement, unless stated
otherwise.
2. Payment Terms. Customer shall pay Google fees in the amount and on the terms specified above, free and clear of, and without any reduction
for, any and all taxes. Customer shall pay any taxes, including sales, use, personal property, value-added, excise, customs fees, import duties
or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions and
Order Forms under the Agreement, including penalties and interest, but specifically excluding taxes based upon Google's net income. When
Google has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Customer unless Customer
provides Google with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer shall provide to Google original
or certified copies of all tax payments or other evidence of payment of taxes by Customer with respect to transactions or payments under the
Agreement.
New Customers must submit a completed Google credit application. If none is submitted, or if the request for credit is denied by Google (in its
sole discretion), Customer must pay the total amount due in advance of shipment.
For credit-approved Customers, all Fees shall be due thirty (30) days from the Shipment Date, as defined below (the "Payment Due Date"). As
a courtesy, Google will send an invoice on or around the Payment Due Date. Delinquent payments shall bear interest at the rate of one-and-
one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full. Customer will be
responsible for all reasonable expenses (including attorneys' fees) incurred by Google in collecting unpaid or delinquent amounts, except where
such unpaid or delinquent amounts are due to billing inaccuracies attributable to Google. All payments due are in U.S. dollars unless otherwise
indicated above. Payments made via wire transfer must include the following instructions:
 Wells Fargo Bank ABA#ir. n m.
Palo Alto, California USA Goog
3. Technical Support Services ("TSS"). In consideration of Customer's payment to Google of the Fees, Google shall provide TSS to Customer
for a period of time equal to the Term, as defined in the Agreement ("Support Period"). The Support Period shall begin upon the Shipment
Date, as defined below. During the Support Period only, Customer may purchase additional TSS Support Incident bundles at the rate.in, effect,
at the time of purchase. All TSS shall be provided in accordance with the Google Search Appliance Technical Support Services Guidelines,
located at the following uniform resource locator: htto://support.gooole.com, in effect at the time such services are ordered. Unless otherwise
agreed in writing, in order to receive TSS Customer agrees to provide Google with full and timely access to the Google Search Appliance at
reasonable times, including shipping the Google Search Appliance to Google if requested. Failure to provide such access will be at -Customer's
own risk and without liability to Google. For additional units subsequently ordered, TSS shall be available under the terms and conditions stated
in the Google Search Appliance TSS Guidelines, and the Support Period shall commence, upon receipt by Customer of any additional units.
4. Purchase Order. On or before the Payment Due Date, Customer shall issue a purchase order ("Purchase Order") to Google with the
Purchase Order number set forth above. The parties agree that none of the terms and conditions of any such Purchase Order (or subsequent
Purchase Orders from Customer) shall apply to or modify the Agreement between the parties as documented in this Order Form and the
Agreement, and that any terms or conditions in such Purchase Orders are null and void.
5. Shipment. For purposes of this Order Form, the date of shipment of the Product to You shall be referred to hereinafter as the "Shipment
Date". No shipment will occur prior to Google's receipt of a complete and duly executed Order Form. If credit is denied, shipment will occur
once payment has been received.
6. Authority. By signing this Order Form, Customer represents and warrants that (i) it has read and understands the Google Search Appliance.
License Agreement that is incorporated by reference herein and agrees to be bound by its terms, and (ii) it has full power and authority to
accept these Order Form Terms and Conditions.
Google Inc. Customer:
Signature: Signature:
Print Name: Print Name:
Title: Title:
 LICENSE AGREEMENT
Google Search Appliance TM
This License Agreement for the Google Search Appliance TM (the "Agreement") is made and entered into by and between Google,
Inc. ("Google") and the customer identified in the Order Form ("Customer"). Customer may also be referred to herein as "You" or
"Your". This Agreement and the corresponding Google order form by which You order certain Products ("Order Form") set forth the
terms and conditions under which You may license and use such Products. The Order Form shall reference and be governed by-this
Agreement.
1. LICENSE GRANT. Subject to the terms and conditions of this Agreement and the Order Form, and in consideration of
Your payment of all applicable fees and taxes as set forth in the Order Form ("Fees"), Google grants to You (and You agree to
comply with) a non-sublicensable, non-transferable, non-exclusive, limited license to use for the Term (as applicable and provided
herein): (i) certain Google proprietary computer software identified in the Order Form in binary executable form only,. (the
"Software"), that is installed in certain Google proprietary computer hardware (the "Hardware") and (ii) certain Google proprietary
documentation in the form generally made available by Google to its customers for use with the Products (the "Documentation").
The Software and Hardware are collectively referred to herein as the "Appliance". The Appliance and Documentatiofr,are
collectively referred to herein as the ?Product?. A license key that enables the Software may be required and forwarded to You
electronically. Your use of the Products shall be restricted to creating an index of and searching for content located solely on
servers that are owned and operated by You. The right to search and access content made available by the Products on. such.
servers are also hereby licensed to Your authorized end-users. You agree to be responsible for the acts and/or omissions of any
such end users in breach of the terms set forth herein. The license grant set forth herein is further limited to indexing the number of
Documents and Collections as defined and further specified on the Order Form.
Any third party component embedded, included or otherwise provided for use with the Products may only be used in
conjunction with such Products ordered under the Order Form, and such use shall be subject to all the terms and conditions of this
Agreement. The Products are designed for use with the equipment and accessories specified in the Documentation. Google
assumes no responsibility under this Agreement for obtaining or providing such equipment. Customer is also responsible for
ensuring a proper environment and proper utilities for the computer system on which the Products will operate.
2. OWNERSHIP; RESTRICTED USE. For purposes of this Agreement, "Intellectual Property Rights" means any and all
rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret
law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any
and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. All ownership
rights, title, and Intellectual Property Rights in and to the Products shall remain in Google and/or its licensors, except that title to the
Hardware shall pass to You upon receipt of all Fees by Google ("Limited Title"). Your Limited Title shall be further subject to Your
return of such Hardware pursuant to this Agreement. All ownership rights, title, and Intellectual Property Rights in and to the content
accessed through the Appliance is the property of the applicable content owner and may be protected by copyright and/or other
applicable laws.
You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the
Product or any component thereof, including without limitation, the source code and any other underlying ideas or algorithms of the
Software (except to the extent applicable laws specifically prohibit such restriction); (ii) alter the number of Documents and/or
Collections authorized for Your use; (iii) create license keys that enable the Software; (iv) copy the Software except as provided in
Section 3; (v) use the Product for High Risk Activities as defined below; (vi) transfer, sublicense, loan, sell, lease or use for
timesharing or service bureau purposes the Product or any component thereof; or (vii) ship, divert, transship, transfer, export or re
export the Products or' any component thereof into any country or use it in any manner prohibited by any export control laws,
restrictions, or regulations administered by the U.S. Commerce Department's Bureau of Export Administration, the U.S. Department
of Treasury's Office of Foreign Assets Control or any other applicable government agency. For the avoidance of doubt, nothing in
this Agreement grants to You any rights whatsoever in or relating to the source code of the Software.
Any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels,
designs or designations ("Brand Features") as well as any copyright or other proprietary notices appearing on or in the Product
shall be maintained and shall not be removed, modified or altered by You. At Your option, the search box (or other means used by
an end user to enter a search query) and/or results pages may conspicuously display an unaltered graphic in the form provided by.
Google for the purpose of identifying that the search function is provided by Google and may link to the Google site located at:
www.aogle.com (or such other URL as may be updated by Google). Such graphic may be accessed at:
www.google.com/stickers.html (or such other URL as may be updated by Google) and all use of such graphic shall be subject to
Google's then current Brand Feature guidelines and policies in effect.
Neither party shall use any Brand Features of the other party in any news release, public announcement, advertisement, or other
form of publicity without securing the prior written consent of the other party. All use by Google of Customer's Brand Features
(including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of Google's Brand
Features (including any goodwill associated therewith) shall inure to the benefit of Google. Each party agrees not to challenge or
assist others to challenge the other party's Brand Features or registration thereof (except to protect such party's rights with respect to
 its own Brand Features) nor shall either party attempt to register any Brand Features or domain names that are confusingly similar to
those of the other party. Except as provided for pursuant to this Agreement, neither party shall acquire any right, title or interest in or
to the other party's Brand Features.
3. DELIVERY. The Products shall be delivered by the shipping method indicated on the Order Form. Unless otherwise
specified in an applicable Order Form, all subsequent supplemental increases or modifications to Your order hereunder shall be
deemed to be delivered under the same terms as the original license. You agree that at the time of Your receipt of any Product,
You shall bear all risk of loss, theft or damage of any kind to such Product and that your failure to obtain insurance at the time of
Your receipt of such Product will be at Your own risk without liability of any kind to Google.
4. TECHNICAL SUPPORT SERVICES. In consideration of Your payment to Google of all Fees, Google shall provide
technical support services in accordance with Google's then current Technical Support Services Guidelines ("TSS Guidelines") for
the Products identified in the Order Form during the period and at the level set forth therein ("Technical Support Services" or
"TSS"). TSS Guidelines are password protected and may be accessed at the following URL: htto://suooortgooale com-(or such
other URL as may be updated by Google). TSS includes Updates as defined under the TSS Guidelines and shall b'e made
available to You provided You are current on Technical Support Services. Your use of any Updates shall be subject to the same
terms applicable to the Product as set forth under this Agreement and the Order Form. You agree that such Updates :shall be
installed as required by the terms of the applicable TSS Guidelines. Furthermore, You may make a copy of an Update to a physical
medium solely for the purpose of facilitating the installation of such Update onto the Appliance, and You agree to immediately erase
or destroy such copy once the applicable Update is installed on the Appliance. TSS also includes repair or replacement of
Hardware that is defective or damaged (beyond normal wear and tear during shipment) at the time of Your receipt (as determined in
Google's sole discretion), provided (i) You promptly comply with all procedures stated in the applicable TSS Guidelines, and(ii) such
defect or damage to the Hardware was not caused by Your abuse, misuse, accident, alteration, or unauthorized modification or
installation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FOREGOING SHALL BE GOOGLE'S ENTIRE LIABILITY
AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR DAMAGED HARDWARE. Unless otherwise agreed ih
writing, in order to receive TSS You agree to provide Google with full and timely access to the Appliance as provided In' ttie
applicable TSS Guidelines. Failure to provide such access will be at Your own risk and without liability to Google.
5. TERM AND TERMINATION. Subject to Your payment of all Fees, the term of the license granted herein for any Product
shall be for the period of two (2) years commencing from the shipment date of the Product (the "Term"), unless earlier terminated as
set forth herein.
A party may, by written notice of default to the other party, (i) terminate this Agreement, in whole or in part, (a) if the other party
materially breaches this Agreement and/or the Order Form, and the breaching party does not cure such material breach within thirty
(30) calendar days after receipt of written notice of such breach; or (b) immediately following the failure to resolve the suspension of
business, insolvency, institution of bankruptcy, liquidation proceedings by or against the other party, appointment of a trustee or
receiver for either party's property or business, or any assignment, reorganization or arrangement by either party for the benefit of its
creditors. Google may immediately terminate this Agreement, in whole or in part, if You are in breach of Section 2 (Ownership,
Restricted Use) or Section 6 (Confidential Information); or (ii) You are in material breach of this Agreement and/or the Order Form more
than twice notwithstanding any cure of such breaches.
Upon expiration or termination of this Agreement, all licenses, and any other rights and services provided by Google to You as
set forth in this Agreement, shall cease immediately. If this Agreement is terminated for Your breach, You must immediately return
the Product to Google via Google's authorized return shipment process for receipt by Google, at which time Your Limited Title. in the
Hardware shall revert to Google. Except as set forth herein, upon expiration or termination of this Agreement, You may-keep
possession of the Hardware, provided that all Software is erased in compliance with the process as instructed by Google, and You
will provide written certification that You have properly completed such process within ten (10) business days of such expiration 'or
termination.
Termination of this Agreement, Order Form or any license shall not limit either party from pursuing other remedies 'available to
re
it, including injunctive relief, nor shall such termination relieve You of Your obligation to pay all fees that have accrued or-6
otherwise owed by You.
6. CONFIDENTIAL INFORMATION. A party (the "Discloser") may disclose to the other party (the "Recipient") information
that the Discloser considers to be confidential and at the time of disclosure is clearly identified as confidential and/or. proprietary
("Confidential Information") Notwithstanding the foregoing, Confidential Information shall be deemed to include the Product in
any embodiment, the terms and conditions of this Agreement (including pricing), and Google's technical and business inforn' tion
relating to research and development, future. product specifications, engineering processes and methodologies, costs, and
marketing and future business plan You acknowledge that the source and object code of the Software remains a confidettial
trade secret of Google and/or its licesors and that You are not entitled to review either the object code or the source code of the
Software for any reason at any time Recipient shall not disclose or cause to be disclosed any Confidential Information of
Discloser, except to those employees, agents, representatives, or contractors of the parties who require access to the Confidential
Information to perform under this Agreement ("Authorized Personnel") and who are bound by written agreement not to disclose
third-party confidential or proprietary information disclosed to Recipient, or as such disclosure may be required by law or
governmental regulatior1 Furthermore, Recipient agrees to be responsible for any act and/or omission of any Authorized Personnel
in breach of this Sectior}) Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no
less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its
unauthorized use, dissemination or publication to any unauthorized third parties) A party's Confidential Information shall note
include information that: (i) is or becomes publicly available through no act or omission of Recipient; (ii) was in the Recipient's
 tdwful possession prior to the disclosure and was not obtained by Recipient either direcuy or indirectly from the Discloser; (iii) is
lawfully disclosed to the Recipient by a third party without restriction on Recipient's disclosure, and where Recipient was not aware
that the information was the confidential information of Discloser; (iv) is independently developed by the Recipient without violation
of this Agreement; or, (v) which is disclosed by Recipient as needed to comply with a court order, subpoena, or other government
demand (provided that Recipient first notifies Discloser and gives Discloser the opportunity to challenge such court order,
subpoena, or government demand] Nothing in this Agreement shall prohibit or limit either party's use or disclosure of-the.
U.S. Federal income tax treatment and U.S. Federal income tax structure of any transaction contemplated by this Agreement and'
all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment 6r-tax
structure, except where confidentiality is necessary to comply with applicable federal or state securities law? Results, analyses or
other information generated in benchmarking and/or performance testing of the Product shall be Confidential Information and shall,
at the request of Google, be provided to Google. Each party acknowledges that damages for improper disclosure of Confidential
Information may be irreparable; therefore, the injured party is entitled to seek equitable relief, including temporary "restraining
order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this
Section 6 or Section 2. In the event that Your Confidential Information is left, whether inadvertently or intentionally; in any`
Appliance that is returned for reasons other than defect or damage as provided for under this Agreement, Google shall have no
liability whatsoever under this Section for such Confidential Information. If the Appliance is returned due to damage or defect, You
will use commercially reasonable efforts to remove such Confidential information.
7. WARRANTY DISCLAIMER. GOOGLE AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER.
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES- OF
MERCHANTABILITY, FITNESS FORA PARTICULAR USE AND NON-INFRINGEMENT. THE PRODUCT AND SERVICES ARE
PROVIDED BY GOOGLE AND ITS LICENSORS "AS IS". GOOGLE AND ITS LICENSORS DO NOT WARRANT THAT TILE
PRODUCT OR ANY PORTION THEREOF, ARE ERROR OR BUG FREE, OR THAT YOUR USE OF THE PRODUCT-OR
SERVICES WILL BE UNINTERRUPTED. GOOGLE AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE PROPER
INSTALLATION AND USE OF THE PRODUCT. GOOGLE AND ITS LICENSORS MAKE NO REPRESENTATIONS ABOUT ANY
CONTENT OR INFORMATION MADE ACCESSIBLE BY THE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE-
EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, TO
THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE
DATE OF SHIPMENT OF THE APPLICABLE PRODUCT. THE PRODUCT IS NOT FAULT TOLERANT AND IS NOT DESIGNED,'
MANUFACTURED, OR INTENDED FOR USES SUCH AS THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC
CONTROL OR LIFE SUPPORT SYSTEMS, WHERE THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL
INJURY, OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES").
8. LIMITATION OF LIABILITY. IN NO EVENT WILL GOOGLE AND/OR ITS LICENSORS BE LIABLE (i) FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT ..NOT
LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO USE, MISUSE, INABILITY TO USE, OR INTERRUPTED
USE) AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT AND WHETHER
OR NOT GOOGLE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; OR (ii)
FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PRODUCT OR
DESTRUCTIVE PROPERTIES OF THE PRODUCT. IN NO EVENT SHALL GOOGLE'S AND/OR ITS LICENSORS' TOTAL
AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THE
ORDER FORM GIVING RISE TO SUCH LIABILITY.
9. MISCELLANEOUS. This Agreement is personal to You. You may not assign or otherwise transfer Your rights or delegate
Your obligations under this Agreement or any Order Form, in whole or in part, without the prior written consent of Google: Any...
attempted assignment in derogation hereof shall be null and voicThe parties hereto are and shall remain independent contractor's,
and nothing herein shall be deemed to create an agency, partnership, or joint venture between the parties hereto,,,, Bdth parties
shall be responsible for performing their respective obligations as set forth herein Upon termination or expiration, the 'following
Sections of this Agreement will survive: 2, 5, 6, 7, 8, 9 and 1 Q ,This Agreement shall be governed by and construed in accordance,
with the laws of the State of California and the federal U.S. laws applicable therein, excluding its choice of law provisions, and You
and Google agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California ;The
parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for.the International
Sale of Goods and the Uniform Computer Information Transactions Acc If any provision of this Agreement shall be adjudged?by
any court of competent jurisdiction to be unenforceable or invalid, tha provision shall be limited or eliminated to the. minimum
extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the- parties.,
The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed.a-waiver of such
breach or a waiver of future breaches, Any notice given under this Agreement shall be in writing and in the English language'atnd
shall be delivered by certified or registered mail, postage prepaid, return receipt requested;,,Notices shall be deemed given upon
acknowledgment of receipts All notices to Google must be sent to the attention of Google as set forth on'the Order Form-or to.any
other address Google specifies in writing, provided that a courtesy copy shall also be sent to the attention of the Google Legal
Department for all legal notices,, Notices to Customer shall be sent to the address set forth on the Order Form or to any other
address You specify in writing ;,i11- either party shall be liable for failing or delaying performance of its obligations (except for-the payment
of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism,'
earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.You agree that this Agreement
shall be construed as if both parties jointly wrote and prepared it.' .This Agreement and related Orderorm(s), and the terms-oF.other
provisions located at any Google uniform resource locators (URLs) referenced pursuant to this Agreement (which are all incorporated
herein by reference), constitutes a complete, absolute integration and the entire agreement between the parties hereto. relating to
 the subjecfmatters' of this Agreement, and supersedes all prior representations, propv.als, discussions, and communications,
whether oral or in writing, and all contemporaneous oral communications, and any terms contained in any related purchase order(s) or
other documents pertaining to the subject matter of this Agreement shall be null and void. This Agreement may be modified only. in
writing signed by both parties. In the event of a conflict between the terms and conditions of this Agreement and any individual
Order Form, the Order Form shall govern. The parties may treat faxed documents as originals; however, this shall not preclude
either party from requiring the exchange of original signatures.
10. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product is commercial within the meaning of the applicable civilian and
military Federal acquisition regulations and any supplement thereto. If the user of the Product is an agency, department, employee,
or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, orrtransfer of
the Product, including technical data or manuals, is restricted by the terms, conditions and covenants contained in this Agreement.
In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation
Supplement 227.7202 for military agencies, the use of the Software is further restricted by this Agreement.
11. INDEMNIFICATION.
11.1 Subject to this Section 11, Google will defend, or at its option settle, any third party lawsuit or proceeding brought against
You by a third party based upon a claim that the Appliance used in accordance with the Documentation and this. Agreement
infringes any United States patent, copyright, trade secret, or trademark right of a third party ("IP Claim"), provided that You' ' fa)
promptly notify Google in writing of any such IP Claim; (b) give Google sole control and authority to direct the investigation,
preparation, defense and settlement of the IP Claim; and (c) assist and fully cooperate in the defense of same. Indemnification 'shall
be provided for any claim covered under this Section 11 and shall be limited to payment of any final award of damages assessed
against Customer resulting from such IP Claim, including any awarded costs and attorneys' fees, or any settlement amount agreed
to by Google in writing. Google will not be responsible for any settlement it does not approve in writing prior to such settlement:'
11.2 Following notice of an IP Claim or any facts which may give rise to such IP Claim, Google may, in its sole discretion-and
at its option, (a) procure for You the right to continue to use the Appliance, (b) replace the Appliance, or (c) modify the Appliance to
avoid the alleged infringement. If Google determines that it is not commercially reasonable to perform any of these alternatives,
Google shall have the option to terminate the license for the allegedly infringing Appliance and refund the Appliance Fees actuafy
paid by You through the date an IP claim occurs for such allegedly infringing Appliance, less depreciation for use assuming straight
line depreciation over the Term, or twenty-four (24) months, whichever is less.
11.3 In no event will Google have any obligations under this Section 11 or any liability for any claim or action if the IP Claim is
caused by, or results from: (a) Your combination or use of the Appliance with software, services, or products developed by You or'
third parties, if such IP Claim would have been avoided by the non-combined or independent use of the Appliance, (b) modification'
of the Appliance by anyone other than Google if such IP Claim would have been avoided by use of the unmodified Appliance, (c)
Your continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided
the alleged infringement, (d) Your use of the Appliance in a manner not in accordance with this Agreement or the Documentation,
(e) use of other than Google's most current release of the Appliance if the claim or action would have been avoided by use of..the'
most current release or revision. You will defend and indemnify Google, or at your option settle, in the same manner as provided in
this Section 11, any claims made against Google for infringement based on any conduct by You described in subsections a
through (e) of this subsection 11.3.
11.4 THE FOREGOING STATES GOOGLE'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR
INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.