1. Definitions

“Brand Features” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features.

"Custom URL" means a URL that is unique to Participant’s Program account.

"Eligible Referral" means a net new customer lead, excluding an Ineligible Referral, for the online purchase of the Services directly from Google or any of its affiliates.

"GCP Services" or "Services" means the services described at https://cloud.google.com/terms/services, as may be updated from time to time (including updates to such services and their branding).

”Google Materials” means any materials provided to Participant by Google in connection with the Program and include, but are not limited to, ad copy, promotional copy, editorial, images and creatives.

"Incentives" means redeemable credits, or other incentives to support the promotion and marketing of the Services to Eligible Referrals under this Agreement.

"Ineligible Referrals" means the Participant, its related entities and any of their representatives, agents or employees; government officials, government owned or controlled entities and any of their representatives, agents or employees; political parties and candidates; any customers purchasing the Services via resellers; any other individuals or entities already in Google’s or its affiliates’ systems in connection with the Services; and any representatives, agents or employees of Google or its affiliates.

“Participant’s Property” means a website, mobile application or email template that Participant owns or controls.

"Program Guide" means any additional terms available via the Resource Portal, as may be updated from time to time.

"Referral Credit" means a credit issued under this Agreement and redeemable by Participant for the Services.

"Resource Portal" means the website provided by Google to Participant that facilitates the Program and contains Program resource tools and information.

"Territory" is limited to the UK.

"Valid Transaction" is a closed sale for Services that originates through a Participant’s Custom URL and is made online directly between an Eligible Referral and Google or any of its affiliates in compliance with the Agreement.

2. Program Overview

In compliance with this Agreement Participant may promote and market the Services only to potential Eligible Referrals whose principal place of business is located in the Territory and will not knowingly promote or market the Services to any Ineligible Referrals. Google will provide Participant with the Custom URL to allow any Valid Transactions to be correlated with Participant’s promotion and marketing efforts under this Agreement. As applicable, and subject to the requirements herein, Participant may include the Custom URL on its website and in its marketing materials for the Services. Google may also provide Incentives for use by Participant in accordance with (a) any applicable terms and conditions provided by Google with the Incentives and (b) this Agreement.

If Participant promotes and markets the Services in accordance with this Agreement, Participant will be eligible to receive Referral Credits for Valid Transactions, as long as Participant has an existing account in good standing for the Services, with a non-zero spend on the Services over the life of the account.

3. Marketing Requirements

Participant must ensure that all promotional and marketing materials used by Participant (including without limitation the text of any email distributions and/or social media posts) (a) are strictly consistent with any Program instructions provided by Google; (b) in the case of emails, are sent only to users who have actively opted to receive such emails (e.g. by choosing to tick a previously-unticked box); (c) clearly indicate that Participant will be paid by Google for customer leads that qualify under this Agreement; (d) comply with this Agreement and all applicable marketing, privacy and data protection laws, regulations and rules, including without limitation anti-spam laws and all laws, regulations and rules pertaining to identification of advertisements as such (e.g. by use of the label 'Ad', 'Advert', 'Advertising' or 'Advertisement'). Any emails sent by Participant must: (i) offer recipients the ability to opt-out of future Participant communications; and (ii) contain any terms and conditions (as provided by Google to Participant) applicable to any Incentives when offered. Participant may only display or distribute any Incentives together with any applicable terms and conditions which must be clearly and conspicuously disclosed. At Google’s request, Participant will remove the Custom URL or any Incentives or block their distribution to specified persons within 24 hours of a written request (email permitted) from Google.

4. Web Restrictions

Participant will not, and will not allow any third party to: (a) 'frame', minimise, remove or otherwise inhibit the full and complete display of any Google web page; (b) cause any hyperlinks to web pages on the Google website to create a new browser window; or (c) otherwise display Google web pages or Brand Features in a distorted or diluted fashion.

5. Compliance

In addition to the other requirements in this Agreement, Participant expressly agrees to comply with the following:

• 5.1. Anti-Bribery Laws and Reporting. Participant will comply with all applicable anti-bribery laws (for example, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010) which prohibit corrupt offers of anything of value either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. "Government officials" for such purposes include any government employees; candidates for public office; and employees of government-owned or government-controlled companies, public international organisations, and political parties. Furthermore, Participant will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Participant becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, Participant will report the suspicious or fraudulent activity to Google within 24 hours via https://inthecloud.withgoogle.com/gcp/referral-program-fraud.html.
• 5.2. Export Control Laws. Participant will comply with all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
• 5.3. Acceptable Use Policy. Participant will not send, post, transmit or otherwise use any Google Materials, any of Google’s Brand Features or the Services for any of the following purposes or in connection with any materials or sites used for such purposes: (a) generation or facilitation of unsolicited bulk commercial emails; (b) violation or encouragement of the violation of the legal rights of others; (c) any unlawful, invasive, infringing, defamatory, or fraudulent purpose; or (d) creation, display or distribution of obscene or pornographic content.

6. Program Guide; Modification of Terms

Google may elect to create an applicable Program Guide which may include terms regarding applicable Referral Credits, Incentives and other relevant Program details. The terms of any such Program Guide will form part of this Agreement and will control over any conflicting term in the body of this Agreement.

Google may at any time modify or update the terms of the Program, this Agreement (including any Program Guide) and any Incentives (and their governing terms and conditions) and will provide written notice (email permitted) to Participant of any material modifications or updates. If Google provides Participant with an updated Custom URL or Incentives (and applicable terms and conditions), Participant must cease all use of the outdated versions (including any outdated terms and conditions applicable to Incentives) no later than 30 days or within a similarly reasonable timeframe as mutually agreed (email permitted) after receiving the updated Custom URL or Incentives.

7. Brand Features

Each party will own all right, title and interest to its Brand Features.

Subject to the terms and conditions of this Agreement , Google grants to Participant a non-exclusive and non-sublicensable license during the term of this Agreement to display Google’s Brand Features only to the extent Brand Features are provided by Google for use with the Program as indicated through the Resource Portal and solely for the purpose of promoting and marketing the Services in accordance with this Agreement. Additionally, all use of Google Brand Features is at Google’s sole discretion and subject to Google’s then-current Brand Feature use guidelines at http://www.google.com/permissions/, as may be updated from time to time by Google.

Subject to the terms and conditions of this Agreement, Participant grants to Google a non-exclusive and non-sublicensable license during the term of this Agreement to display Participant’s Brand Features solely for the purpose of marketing the Program or as otherwise mutually agreed upon (email permitted).

8. Referral Credits

• 8.1. Issuance and Use of Referral Credits. Google will issue to Participant a Referral Credit for each Valid Transaction. A Valid Transaction will only take place when (a) an Eligible Referral: (i) registers online directly with Google or any of its affiliates; (ii) makes a purchase of Services originating from the Custom URL using a valid form of payment; (iii) pays Google or its affiliates (after having been invoiced) an amount greater than $0 (not counting any free credits consumed) for the Services; and (b) any other requirements under this Agreement are met; and (c) all the foregoing occurs during the term of this Agreement. For clarity, no Referral Credits will be issued for any closed sales for Services that do not originate from Participant’s Custom URL. Participant’s use of Referral Credits will be subject to the governing terms and conditions as provided by Google. Google may, at its sole option, prospectively increase or decrease Referral Credit amounts by providing written notice (email permitted) to Participant, or updating this Agreement (including any applicable Program Guide) as described in Section 6 (Program Guide; Modification of Terms). Google reserves the right not to issue any Referral Credits to Participant where Google in its sole discretion determines Participant’s actions are not consistent with this Agreement or the intent of this Program.
• 8.2. Taxes. Referral Credits are exclusive of any applicable taxes. Any and all income and other taxes applicable to the Referral Credits and other costs associated with acceptance or use of the Referral Credits are the sole responsibility of the Participant.
• 8.3. Credit Process. Referral Credits for Valid Transactions will be applied to Participant’s billing account for the Services at the end of the billing cycle within which the Referral Credits were issued. Participant is solely responsible for ensuring its billing account information is accurate and current. Google will not be responsible for any Referral Credits not received due to Participant failing to provide accurate and complete account information, or any other required information.

9. Term; Termination

The term of this Agreement will continue until terminated by either party as provided herein. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email permitted). Upon any termination of this Agreement: (a) all licenses and rights granted will terminate; (b) neither party will have any right to continue using the Brand Features of the other party; and (c) Participant will only receive Referral Credits for Valid Transactions that occurred prior to the effective termination date. Termination notices to Google may be sent via https://inthecloud.withgoogle.com/gcp/referral-program-fraud.html or as described in Section 15 (Miscellaneous).

10. Confidentiality

Participant may not disclose any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.

11. Disclaimers; Limitation of Liability

EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND CUSTOM URL ARE PROVIDED "AS IS" AND AT PARTICIPANT’S OPTION AND RISK AND GOOGLE DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 5 (COMPLIANCE); (ii) BREACHES OF SECTION 7 (BRAND FEATURES); AND (iii) SECTION 12 (INDEMNIFICATION), TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD HAVE KNOWN THAT SUCH DAMAGES ARE OR WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY GOOGLE TO PARTICIPANT UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.

12. Indemnification.

Participant will defend, indemnify and hold harmless Google, 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 out of: (a) Participant’s participation in the Program; (b) Participant’s Property or Participant’s Brand Features (including any use by Google of Participant’s Property or Participant’s Brand Features in compliance with the Agreement); and (c) Participant’s breach of any representation or warranty in this Agreement.

13. Representations and Warranties

Participant represents, warrants and certifies to Google that: (a) it has legal authority to enter into this Agreement and participate in the Program; (b) its employment contract (if applicable) does not restrict it from participating in the Program and, where Participant is a representative, agent or an employee of a Google reseller, Participant has also obtained valid consent from its employer to participate; (c) Participant will make all referrals in good faith; (d) Participant will comply with all applicable laws, regulations and rules, including without limitation as described in Sections 3 (Marketing Requirements), 4 (Web Restrictions) and 5 (Compliance); (e) Participant will use all information and materials provided by Google (including without limitation Google Materials and Google’s Brand Features) in compliance with this Agreement; and (f) if Participant displays or distributes any Incentives to potential Eligible Referrals, Participant will clearly and conspicuously disclose any terms and conditions applicable to such Incentives in accordance with this Agreement.

14. Governing Law and Arbitration

• 14.1 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.
• 14.2 Arbitration and Disputes. The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days: (a) any Dispute will be referred to and finally resolved by arbitration under the rules of the LCIA, which rules are deemed to be incorporated by reference into this section; (b) the number of arbitrators will be three; (c) the seat, or legal place, of arbitration will be London, England; and (d) the language to be used in the arbitration will be English. This Section 14.2 is without prejudice to the right of either party to apply to any court of competent jurisdiction for emergency, interim or injunctive relief (together 'Interim Relief'). Such Interim Relief will be subject to review and subsequent adjudication by the arbitral tribunal such that any dispute in respect of Interim Relief will be determined by the arbitral tribunal.

15. Miscellaneous

All notices, unless otherwise stated herein, must be in writing and addressed for the attention of the other party's primary point of contact and, in the case of notices to Google, also to its Legal Department. The email address for notices being sent to Google's Legal Department is [email protected]. Notice will be deemed given when delivered (a) when verified by written receipt if sent by personal courier, overnight courier or mail or (b) when verified by automated receipt of electronic logs if sent by facsimile or email. Participant will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, and do not confer any rights on, any third party except as expressly stated otherwise. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of termination of the Agreement, Sections 6 (Program Guide; Modification of Terms), 8 (Referral Credits) (with respect to Referral Credits earned by Participant as of the effective date of termination), 9 (Term; Termination), 10 (Confidentiality), 11 (Disclaimers; Limitation of Liability), 12 (Indemnification), 14 (Governing Law and Arbitration) and 15 (Miscellaneous) will survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Without prejudice to Google’s rights under Section 6 (Program Guide; Modification of Terms) or 8.1 (Issuance and Use of Referral Credits), any amendments must be in writing and executed by both parties (electronic form acceptable).