Google Maps Platform Terms of Service

Last modified: June 7, 2018

Google Maps Platform License Agreement

This Google Maps Platform License Agreement (the "Agreement") is made and entered
into between Google and the entity or person agreeing to these terms ("Customer").
"Google" means either (i) Google Commerce Limited (“GCL”), a company incorporated
under the laws of Ireland, with offices at Gordon House, Barrow Street, Dublin
4, Ireland, if Customer has a billing address in the EU and has chosen “non-business”
as the tax status/setting for its Google account, (ii) Google Ireland Limited,
with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Customer's
billing address is in any country within Europe, the Middle East, or Africa
("EMEA"), (iii) Google Asia Pacific Pte. Ltd., with offices at 70 Pasir Panjang
Road, #03-71, Mapletree Business City II Singapore 117371, if Customer's billing
address is in any country within the Asia Pacific region ("APAC") except as
provided below for Customers with the billing address in Japan or Australia,
(iv) Google Cloud Japan G.K., with offices at Roppongi Hills Mori Tower, 10-1,
Roppongi 6-chome, Minato-ku Tokyo, if Customer’s billing address is in Japan,
(v) Google Australia Pty Ltd., with offices at Level 5, 48 Pirrama Road, Pyrmont,
NSW 2009 Australia, if Customer’s billing address is in Australia, or (vi)
Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, California
94043, if Customer's billing address is in any country in the world other than
those in EMEA and APAC.

This Agreement is effective as of the date Customer clicks to accept the Agreement
(the "Effective Date"). If you are accepting on behalf of Customer, you represent
and warrant that: (i) you have full legal authority to bind Customer to this
Agreement; (ii) you have read and understand this Agreement; and (iii) you agree,
on behalf of Customer, to this Agreement. If you do not have the legal authority
to bind Customer, please do not click to accept. This Agreement governs Customer's
access to and use of the Services.

For an offline variant of this Agreement, you may contact Google for more information.
1. Provision of the Services.

1.1 Use of the Services in Customer Applications. Google will provide the Services
to Customer in accordance with the applicable SLA, and Customer may use the
Google Maps Core Services in Customer Application(s) in accordance with Section
3 (License).

1.2 Admin Console; Projects; API Keys. Customer will administer the Services
through the online Admin Console. To access the Services, Customer must create
Project(s) and use its API key(s) in accordance with the Documentation.

1.3 Accounts. Customer must have an Account to use the Services. Customer is
responsible for the information it provides in connection with the Account,
its passwords, and use of its Account.

1.4 New Features and Services. Google may: (a) make new features or functionality
available through the Services and (b) add new services to the "Services" definition
(by adding them at the URL stated under that definition). Customer’s use of
new features or functionality may be contingent on Customer’s agreement to
additional terms applicable to the new feature or functionality.

1.5 Modifications.

1.5.1 To the Services. Google may make changes to the Services, subject to Section
9 (Deprecation Policy), which may include adding, updating, or discontinuing
any Services or portion or feature(s) of the Services. Google will notify Customer
of any material change to the Services.

1.5.2. To the Agreement. Google may make changes to this Agreement, including
pricing (and any linked documents). Unless otherwise noted by Google, material
changes to the Agreement will become effective 30 days after notice is given,
except if the changes apply to new functionality in which case they will be
effective immediately. Google will provide at least 90 days advance notice for
materially adverse changes to any SLAs by: (a) sending an email to Customer’s
primary point of contact; (b) posting a notice in the Admin Console; or (c)
posting a notice to the applicable SLA webpage. If Customer does not agree to
the revised Agreement, Customer should stop using the Services. Google will
post any modification to this Agreement to the Terms URL.
2. Payment Terms.

2.1 Free Quota. Certain Services are provided to Customer without charge up
to the Fee Threshold, as applicable.

2.2 Online Billing. At the end of the applicable Fee Accrual Period, Google
will issue an electronic bill to Customer for all charges accrued above the
Fee Threshold based on (a) Customer’s use of the Services during the previous
Fee Accrual Period; (b) any Committed Purchases selected; and (c) any Package
Purchases selected. For use above the Fee Threshold, Customer will be responsible
for all Fees up to the amount set in the Account and will pay all Fees in the
currency set forth in the invoice. If Customer elects to pay by credit card,
debit card, or other non-invoiced form of payment, Google will charge (and Customer
will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer
elects to pay by invoice (and Google agrees), all Fees are due as stated in
the invoice. Customer’s obligation to pay all Fees is non-cancellable. Google's
measurement of Customer’s use of the Services is final. Google has no obligation
to provide multiple bills. Payments made via wire transfer must include the
bank information provided by Google. If Customer has entered into the Agreement
with GCL, Google may collect payments via Google Payment Limited, a company
incorporated in England and Wales with offices at Belgrave House, 76 Buckingham
Palace Road, London, SW1W 9TQ, United Kingdom.

2.3 Taxes.

2.3.1 Customer is responsible for any Taxes, and Customer will pay Google for
the Services without any reduction for Taxes. If Google is obligated to collect
or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides
Google with a timely and valid tax exemption certificate authorized by the appropriate
taxing authority. In some states the sales tax is due on the total purchase
price at the time of sale and must be invoiced and collected at the time of
the sale. If Customer is required by law to withhold any Taxes from its payments
to Google, Customer must provide Google with an official tax receipt or other
appropriate documentation to support such withholding. If under the applicable
tax legislation the Services are subject to local VAT and the Customer is required
to make a withholding of local VAT from amounts payable to Google, the value
of Services calculated in accordance with the above procedure will be increased
(grossed up) by the Customer for the respective amount of local VAT and the
grossed up amount will be regarded as a VAT inclusive price. Local VAT amount
withheld from the VAT-inclusive price will be remitted to the applicable local
tax entity by the Customer and Customer will ensure that Google will receives
payment for its services for the net amount as would otherwise be due (the VAT
inclusive price less the local VAT withheld and remitted to applicable tax authority).

2.3.2 If required under applicable law, Customer will provide Google with applicable
tax identification information that Google may require to ensure its compliance
with applicable tax regulations and authorities in applicable jurisdictions.
Customer will be liable to pay (or reimburse Google for) any taxes, interest,
penalties or fines arising out of any mis-declaration by the Customer.

2.4 Invoice Disputes & Refunds. Any invoice disputes must be submitted before
the payment due date. If the parties determine that certain billing inaccuracies
are attributable to Google, Google will not issue a corrected invoice, but will
instead issue a credit memo specifying the incorrect amount in the affected
invoice. If the disputed invoice has not yet been paid, Google will apply the
credit memo amount to the disputed invoice and Customer will be responsible
for paying the resulting net balance due on that invoice. To the fullest extent
permitted by law, Customer waives all claims relating to Fees unless claimed
within 60 days after charged (this does not affect any Customer rights with
its credit card issuer). Refunds (if any) are at the discretion of Google and
will only be in the form of credit for the Services. Nothing in this Agreement
obligates Google to extend credit to any party.

2.5 Delinquent Payments; Suspension. Late payments may bear interest at the
rate of 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
such delinquent amounts. If Customer is late on payment for the Services, Google
may suspend the Services or terminate the Agreement for breach under Section
11.2 (Termination for Breach).

2.6 No Purchase Order Number Required. Google is not required to provide a purchase
order number on Google’s invoice (or otherwise).
3. License.

3.1 License Grant. Subject to this Agreement's terms, during the Term, Google
grants to Customer a non-exclusive, non-transferable, non-sublicensable, license
to use the Services in Customer Application(s), which may be: (a) fee-based
or non-fee-based; (b) public/external or private/internal; (c) business-to-business
or business-to-consumer; or (d) asset tracking.

3.2 License Requirements and Restrictions. The following are conditions of the
license granted in Section 3.1. In this Section 3.2, the phrase “Customer
will not” means “Customer will not, and will not permit a third party to”.

3.2.2 General Restrictions. Unless Google specifically agrees in writing, Customer
will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile,
translate, disassemble, or otherwise attempt to extract any or all of the source
code (except to the extent such restriction is expressly prohibited by applicable
law); (b) sublicense, transfer, or distribute any of the Services; (c) sell,
resell, or otherwise make the Services available as a commercial offering to
a third party; or (d) access or use the Services: (i) for High Risk Activities;
(ii) in a manner intended to avoid incurring Fees; (iii) for activities that
are subject to the International Traffic in Arms Regulations (ITAR) maintained
by the United States Department of State; (iv) on behalf of or for the benefit
of any entity or person who is legally prohibited from using the Services; or
(v) to transmit, store, or process Protected Health Information (as defined
in and subject to HIPAA).

3.2.3 Requirements for Using the Services.

(a) End User Terms and Privacy Policy. Customer’s End User terms of service
will state that End Users’ use of Google Maps is subject to the then-current
Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html
and Google Privacy Policy at https://www.google.com/policies/privacy/.

(b) Attribution. Customer will display all attribution that (i) Google provides
through the Services (including branding, logos, and copyright and trademark
notices); or (ii) is specified in the Service Specific Terms. Customer will
not modify, obscure, or delete such attribution.

(c) Review of Customer Applications. At Google’s request, Customer will submit
Customer Application(s) and Project(s) to Google for review to ensure compliance
with the Agreement (including the AUP).

3.2.4 Restrictions Against Misusing the Services.

(a) No Scraping. Customer will not extract, export, or scrape Google Maps Content
for use outside the Services. For example, Customer will not:(i) pre-fetch,
cache, index, or store Google Maps Content for more than 30 days; (ii) bulk
download geocodes; or (iii) copy business names, addresses, or user reviews.

(b) No Creating Content From Google Maps Content. Customer will not create content
based on Google Maps Content, including tracing, digitizing, or creating other
datasets based on Google Maps Content.

(c) No Re-Creating Google Products or Features. Customer will not use the Services
to create a product or service with features that are substantially similar
to or that re-create the features of another Google product or service. Customer’s
product or service must contain substantial, independent value and features
beyond the Google products or services. For example, Customer will not: (i)
re-distribute the Google Maps Core Services or pass them off as if they were
Customer’s services; (ii) create a substitute of the Google Maps Core Services,
Google Maps, or Google Maps mobile apps, or their features; (iii) use the Google
Maps Core Services in a listings or directory service or to create or augment
an advertising product; (iv) combine data from the Directions API, Geolocation
API, and Maps SDK for Android to create real-time navigation functionality substantially
similar to the functionality provided by the Google Maps for Android mobile
app.

(d) No Use With Non-Google Maps. Customer will not use the Google Maps Core
Services in a Customer Application that contains a non-Google map. For example,
Customer will not (i) display Places listings on a non-Google map, or (ii) display
Street View imagery and non-Google maps in the same Customer Application.

(e) No Circumventing Fees. Customer will not circumvent the applicable Fees.
For example, Customer will not create multiple billing accounts or Projects
to avoid incurring Fees; prevent Google from accurately calculating Customer’s
Service usage levels; abuse any free Service quotas; or offer access to the
Services under a “time-sharing” or “service bureau” model.

(f) No Use in Prohibited Territories. Customer will not distribute or market
in a Prohibited Territory any Customer Application(s) that use the Google Maps
Core Services.

(g) No Use in Embedded Vehicle Systems. Customer will not use the Google Maps
Core Services in connection with any Customer Application or device embedded
in a vehicle. For example, Customer will not create a Customer Application that
(i) is embedded in an in-dashboard automotive infotainment system; and (ii)
allows End Users to request driving directions from the Directions API.

(h) No Modifying Search Results Integrity. Customer will not modify any of the
Service’s search results.

(i) No Use for High Risk Activities. Customer will not use the Google Maps Core
Services for High Risk Activities.

3.2.5 Benchmarking. Customer may not publicly disclose directly or through a
third party the results of any comparative or compatibility testing, benchmarking,
or evaluation of the Services (each, a “Test”), unless the disclosure includes
all information necessary for Google or a third party to replicate the Test.
If Customer conducts, or directs a third party to conduct, a Test of the Services
and publicly discloses the results directly or through a third party, then Google
(or a Google directed third party) may conduct Tests of any publicly available
cloud products or services provided by Customer and publicly disclose the results
of any such Test (which disclosure will include all information necessary for
Customer or a third party to replicate the Test).
4. Customer Obligations. 

4.1 Customer Domains and Applications. Customer must list in the Admin Console
each authorized domain and application that uses the Services. Customer is responsible
for ensuring that only authorized domains and applications use the Services.

4.2 Compliance. Customer will: (a) ensure that Customer’s and its End Users’
use of the Services complies with the Agreement, including the applicable Services’
AUP and URL Terms; and (b) use commercially reasonable efforts to prevent, promptly
notify Google of, and terminate any unauthorized use of or access to its Account(s)
or the Services.

4.3 Documentation. Google may provide Documentation for Customer’s use of
the Services. The Documentation may specify restrictions (e.g. attribution or
HTML restrictions) on how the Services may be used and Customer will comply
with any such restrictions specified.

4.4 Copyright Policy. Google provides information to help copyright holders
manage their intellectual property online, but Google cannot determine whether
something is being used legally or not without their input. Google responds
to notices of alleged copyright infringement and terminates accounts of repeat
infringers according to applicable copyright laws including in particular the
process set out in the U.S. Digital Millennium Copyright Act. If Customer thinks
somebody is violating Customer’s or Customer End Users’ copyrights and wants
to notify Google, Customer can find information about submitting notices, and
Google's policy about responding to notices at https://www.google.com/dmca.html.

4.5 Data Use, Protection, and Privacy.

4.5.1 Data Use and Retention. To provide the Services through the Customer Application(s),
Google must receive and collect data from End Users and Customer, including
search terms, IP addresses, and latitude/longitude coordinates. Customer acknowledges
and agrees that Google and its Affiliates may use and retain this data to provide
and improve Google products and services, subject to the Google Privacy Policy
at https://www.google.com/policies/privacy/.

4.5.2 European Data Protection Terms. Google and Customer agree to the Google
Maps Controller-Controller Data Protection Terms at https://cloud.google.com/maps-platform/terms/maps-controller-terms.

4.5.3 General Privacy Requirements.

(a) End User Privacy. Customer’s use of the Services in the Customer Application
will comply with applicable privacy laws, including laws regarding Services
that store and access Cookies on End Users’ devices. If Customer has End Users
in the European Economic Area, Customer will comply with the EU End User Consent
Policy at https://www.google.com/about/company/user-consent-policy.html.

(b) End User Personal Data. Through the normal functioning of the Google Maps
Core Services, End Users provide device identifiers and Personal Data directly
to Google, subject to the Google Privacy Policy at https://www.google.com/policies/privacy/.
However, Customer acknowledges and agrees that Customer will not provide these
categories of data to Google.

(c) End User Location Privacy Requirements. To safeguard End Users’ location
privacy, Customer will ensure that the Customer Application(s): (i) notify End
Users in advance of (y) the type(s) of data that Customer intends to collect
from the End Users or the End Users’ devices, and (z) the combination and
use of End User's location with any other data provider's data; and (ii) will
not obtain or cache any End User's location except with the End User's express,
prior, revocable consent.
5. Suspension. 

5.1 For License Restrictions Violations. Google may Suspend the Services without
prior notice if Customer breaches Section 3.2 (License Requirements and Restrictions).

5.2 For AUP Violations or Emergency Security Issues. Google may also Suspend
Services as described in Subsections 5.2.1 (AUP Violations) and 5.2.2 (Emergency
Security Issues). Any Suspension under those Sections will be to the minimum
extent and for the shortest duration required to: (a) prevent or terminate the
offending use, (b) prevent or resolve the Emergency Security Issue, or (c) comply
with applicable law.

5.2.1 AUP Violations. If Google becomes aware that Customer’s or any End User’s
use of the Services violates the AUP, Google will give Customer notice of such
violation by requesting that Customer correct the violation. If Customer fails
to correct such violation within 24 hours, or if Google is otherwise required
by applicable law to take action, then Google may Suspend all or part of Customer’s
use of the Services.

5.2.2 Emergency Security Issues. Google may immediately Suspend Customer’s
use of the Services if (a) there is an Emergency Security Issue or (b) Google
is required to Suspend such use immediately to comply with applicable law. At
Customer’s request, unless prohibited by applicable law, Google will notify
Customer of the basis for the Suspension as soon as is reasonably possible.

5.3 For Alleged Third-Party Intellectual Property Rights Infringement. If the
Customer Application is alleged to infringe a third party’s Intellectual Property
Rights, Google may require Customer to suspend distributing or selling the Customer
Application on 30 days’ written notice until such allegation is fully resolved.
In any event, this Section 5.3 does not reduce Customer’s obligations under
Section 15 (Indemnification).
6. Intellectual Property Rights; Feedback.

6.1 Intellectual Property Rights. Except as expressly stated in this Agreement,
this Agreement does not grant either party any rights, implied or otherwise,
to the other’s content or any of the other’s intellectual property. As between
the parties, Customer owns all Intellectual Property Rights in the Customer
Application, and Google owns all Intellectual Property Rights in the Services
and Software.

6.2 Customer Feedback. If Customer provides Google Feedback about the Services,
then Google may use that information without obligation to Customer, and Customer
irrevocably assigns to Google all right, title, and interest in that Feedback.
7. Third Party Legal Notices and License Terms.

Certain components of the Services (including open source software) are subject
to third-party copyright and other Intellectual Property Rights, as specified
in: (a) the Google Maps/Google Earth Legal Notices at https://www.google.com/help/legalnotices_maps.html;
and (b) separate, publicly-available third-party license terms, which Google
will provide to Customer on request.
8. Technical Support Services.

8.1 By Google. Google will provide the Technical Support Services to Customer
in accordance with the Technical Support Services Guidelines.

8.2 By Customer. Customer is responsible for technical support of its Customer
Applications and Projects.
9. Deprecation Policy.  

9.1 Google will notify Customer at least 12 months before making material discontinuance(s)
or backwards incompatible change(s) to the Services, unless Google reasonably
determines that: (a) Google cannot do so by law or by contract (including if
there is a change in applicable law or contract) or (b) continuing to provide
the Services could create a (i) security risk or (ii) substantial economic or
technical burden.

9.2 Section 9.1 applies to the Services listed at https://cloud.google.com/maps-platform/terms/maps-deprecation/.
If Google deprecates any Services that are not listed at the above URL, Google
will use commercially reasonable efforts to minimize the adverse impacts of
such deprecations.
10. Confidential Information.

10.1 Obligations. The recipient will not disclose the Confidential Information,
except to Affiliates, employees, agents or professional advisors 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. Subject to Section 10.2 (Required
Disclosure), the recipient will ensure that those people and entities use the
received Confidential Information only to exercise rights and fulfill obligations
under this Agreement, while using reasonable care to keep it confidential.

10.2 Required Disclosure. The recipient may disclose the other party’s Confidential
Information to the extent required by applicable Legal Process; provided that
the recipient uses commercially reasonable efforts to: (a) promptly notify the
other party of such disclosure before disclosing; and (b) comply with the other
party’s reasonable requests regarding its efforts to oppose the disclosure.
Notwithstanding the foregoing, subsections (a) and (b) above will not apply
if the recipient determines that complying with (a) and (b) could: (i) result
in a violation of Legal Process; (ii) obstruct a governmental investigation;
and/or (iii) lead to death or serious physical harm to an individual. As between
the parties, Customer is responsible for responding to all third party requests
concerning its use and Customer End Users’ use of the Services.
11. Term and Termination.

11.1 Agreement Term. The “Term” of this Agreement will begin on the Effective
Date and continue until the Agreement is terminated under this Section.

11.2 Termination for Breach. Either party may terminate this Agreement for breach
if: (a) the other party is in material breach of the Agreement and fails to
cure that breach within 30 days after receipt of written notice; or (b) the
other party ceases its business operations or becomes subject to insolvency
proceedings and the proceedings are not dismissed within 90 days. In addition,
Google may terminate any, all, or any portion of the Services or Projects, if
Customer meets any of the conditions in subsections (a) or (b).

11.3 Termination for Inactivity. Google reserves the right to terminate provision
of Service(s) to a Project on 30 days advance notice if, for more than 180 days,
such Project (a) has not made any requests to the Services from any Customer
Applications; or (b) such Project has not incurred any Fees for such Service(s).

11.4 Termination for Convenience. Customer may stop using the Services at any
time. Subject to any financial commitments expressly made by this Agreement,
Customer may terminate this Agreement for its convenience at any time on prior
written notice and upon termination, must cease use of the applicable Services.
Google may terminate this Agreement for its convenience at any time without
liability to Customer.

11.5 Effects of Termination. 

11.5.1 If the Agreement is terminated, then: (a) the rights granted by one party
to the other will immediately cease; (b) all Fees owed by Customer to Google
are immediately due upon receipt of the final electronic bill; and (c) Customer
will delete the Software and any content from the Services by the termination
effective date.

11.5.2 The following will survive expiration or termination of the Agreement:
Section 2 (Payment Terms), Section 3.2 (License Requirements and Restrictions),
Section 4.5 (Data Use, Protection, and Privacy), Section 6 (Intellectual Property;
Feedback), Section 10 (Confidential Information), Section 11.5 (Effects of Termination),
Section 14 (Disclaimer), Section 15 (Indemnification), Section 16 (Limitation
of Liability), Section 19 (Miscellaneous), and Section 20 (Definitions).
12. Publicity.

Customer may state publicly that it is a customer of the Services, consistent
with the Trademark Guidelines. If Customer wants to display Google Brand Features
in connection with its use of the Services, Customer must obtain written permission
from Google through the process specified in the Trademark Guidelines. Google
may include Customer’s name or Brand Features in a list of Google customers,
online or in promotional materials. Google may also verbally reference Customer
as a customer of the Services. Neither party needs approval if it is repeating
a public statement that is substantially similar to a previously-approved public
statement. Any use of a party’s Brand Features will inure to the benefit of
the party holding Intellectual Property Rights to those Brand Features. A party
may revoke the other party’s right to use its Brand Features under this Section
with written notice to the other party and a reasonable period to stop the use.
Where applicable, Customer may use Google Maps Content in accordance with the
“Using Google Maps, Google Earth and Street View” permissions page at https://www.google.com/permissions/geoguidelines.html#geotrademarkpolicy,
which will be considered “Google’s prior written consent” for the permitted
uses.
13. Representations and Warranties.

Each party represents and warrants that: (a) it has full power and authority
to enter into the Agreement; and (b) it will comply with Export Control Laws
and Anti-Bribery Laws applicable to its provision, receipt, or use, of the Services,
as applicable.
14. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, GOOGLE: (A) DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED
USE OF THE SERVICES OR SOFTWARE; (B) MAKES NO REPRESENTATION ABOUT CONTENT OR
INFORMATION ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED TO
PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE TO PROVIDE THE
SERVICES. GOOGLE MAPS CORE SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY.
INFORMATION FROM THE GOOGLE MAPS CORE SERVICES MAY DIFFER FROM ACTUAL CONDITIONS,
AND MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION. CUSTOMER MUST EXERCISE
INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT THE CUSTOMER APPLICATION
IS SAFE AND SUITABLE FOR USE WITH GOOGLE MAPS.
15. Indemnification.

15.1 By Customer. Unless prohibited by applicable law, Customer will defend
Google and its Affiliates and indemnify them against Indemnified Liabilities
in any Third-Party Legal Proceeding to the extent arising from (a) any Customer
Indemnified Materials or (b) Customer’s or an End User’s use of the Services
in violation of the Agreement.

15.2 By Google. Google will defend Customer and its Affiliates participating
under the Agreement (“Customer Indemnified Parties”), and indemnify them
against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent
arising from an allegation that Customer Indemnified Parties' use in accordance
with the Agreement of Google Indemnified Materials infringes the third party's
Intellectual Property Rights.

15.3 Exclusions. This Section 15 will not apply to the extent the underlying
allegation arises from (a) the indemnified party’s breach of the Agreement
or (b) a combination of the indemnifying party’s technology or Brand Features
with materials not provided by the indemnifying party, unless the combination
is required by the Agreement.

15.4 Conditions. Sections 15.1 and 15.2 will apply only to the extent:

(a) The indemnified party has promptly notified the indemnifying party in writing
of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates
reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party
Legal Proceeding. If breach of this Section 15.4(a) prejudices the defense of
the Third-Party Legal Proceeding, the indemnifying party’s obligations under
Section 15.1 or 15.2 (as applicable) will be reduced in proportion to the prejudice.

(b) The indemnified party tenders sole control of the indemnified portion of
the Third-Party Legal Proceeding to the indemnifying party, subject to the following:
(i) the indemnified party may appoint its own non-controlling counsel, at its
own expense; and (ii) any settlement requiring the indemnified party to admit
liability, pay money, or take (or refrain from taking) any action, will require
the indemnified party’s prior written consent, not to be unreasonably withheld,
conditioned, or delayed.

15.5 Remedies.

(a) If Google reasonably believes the Services might infringe a third party’s
Intellectual Property Rights, then Google may, at its sole option and expense:
(i) procure the right for Customer to continue using the Services; (ii) modify
the Services to make them non-infringing without materially reducing their functionality;
or (iii) replace the Services with a non-infringing, functionally equivalent
alternative.

(b) If Google does not believe the remedies in Section 15.5(a) are commercially
reasonable, then Google may suspend or terminate Customer’s use of the impacted
Services.

15.6 Sole Rights and Obligations. Without affecting either party’s termination
rights, this Section 15 states the parties’ sole and exclusive remedy under
this Agreement for any third party's Intellectual Property Rights Allegations
and Third-Party Legal Proceedings covered by this Section 15 (Indemnification).
16. Limitation of Liability.

16.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES AND GOOGLE’S LICENSORS, WILL NOT BE LIABLE UNDER THIS AGREEMENT
FOR LOST REVENUES OR PROFITS (WHETHER DIRECT OR INDIRECT), INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY
OR LICENSOR, AS APPLICABLE, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE
POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

16.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES AND GOOGLE’S LICENSORS, MAY NOT BE HELD LIABLE UNDER THIS
AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE UNDER THIS AGREEMENT
DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

16.3 Exceptions to Limitations. These limitations of liability do not apply
to breaches of confidentiality obligations, violations of a party’s Intellectual
Property Rights by the other party, or Customer's payment obligations.
17. Advertising.

Customer may configure the Service in its sole discretion to either display
or not display advertisements served by Google.
18. U.S. Federal Agency Users.

The Services were developed solely at private expense and are commercial computer
software and related documentation within the meaning of the applicable Federal
Acquisition Regulations and their agency supplements.
19. Miscellaneous.

19.1 Notices. All notices must be in writing and addressed to the other party’s
legal department and primary point of contact. The email address for notices
being sent to Google’s Legal Department is legal-notices@google.com. Notice
will be treated as given on receipt as verified by written or automated receipt
or by electronic log (as applicable).

19.2 Assignment. Neither party may assign any part of this 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 this Agreement; (b) the assigning
party remains liable for obligations under the Agreement if the assignee defaults
on them; and (c) the assigning party has notified the other party of the assignment.
Any other attempt to assign is void.

19.3 Change of Control. If a party experiences a change of Control (for example,
through a stock purchase or sale, merger, or other form of corporate transaction):
(a) that party will give written notice to the other party within 30 days after
the change of Control; and (b) the other party may immediately terminate this
Agreement any time between the change of Control and 30 days after it receives
that written notice.

19.4 Force Majeure. Neither party will be liable for failure or delay in performance
to the extent caused by circumstances beyond its reasonable control, including
acts of God, natural disasters, terrorism, riots, or war.

19.5 Subcontracting. Google may subcontract obligations under the Agreement
but will remain liable to Customer for any subcontracted obligations.

19.6 No Agency. This Agreement does not create any agency, partnership or joint
venture between the parties.

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

19.8 Severability. If any term (or part of a term) of this Agreement is invalid,
illegal, or unenforceable, the rest of the Agreement will remain in effect.

19.9 No Third-Party Beneficiaries. This Agreement does not confer any benefits
on any third party unless it expressly states that it does.

19.10 Equitable Relief. Nothing in this Agreement will limit either party’s
ability to seek equitable relief.

19.11 Governing Law.

19.11.1 For U.S. City, County, and State Government Entities. If Customer is
a U.S. city, county or state government entity, then the Agreement will be silent
regarding governing law and venue.

19.11.2 For U.S. Federal Government Entities. If Customer is a U.S. federal
government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED
STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT
PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING
CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE
FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE
VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

19.11.3 For All Other Entities. If Customer is any entity not listed in Section
19.11.1 or 19.11.2 then the following applies: ALL CLAIMS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW,
EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY
IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES
CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

19.12 Amendments. Except as stated in Section 1.5.2 (Modifications; To the Agreement),
any amendment must be in writing, signed by both parties, and expressly state
that it is amending this Agreement.

19.13 Entire Agreement. This Agreement sets out all terms agreed between the
parties and supersedes all other agreements between the parties relating to
its subject matter. In entering into this Agreement, neither party has relied
on, and neither party will have any right or remedy based on, any statement,
representation or warranty (whether made negligently or innocently), except
those expressly stated in this Agreement. The terms located at any URL referenced
in this Agreement and the Documentation are incorporated by reference into the
Agreement. After the Effective Date, Google may provide an updated URL in place
of any URL in this Agreement.

19.14 Conflicting Terms. If there is a conflict between the documents that make
up this Agreement, the documents will control in the following order: the Agreement,
and the terms at any URL.

19.15 Conflicting Translations. If this Agreement is translated into any other
language, and there is a discrepancy between the English text and the translated
text, the English text will govern.
20. Definitions.

"Account" means Customer’s Google Account.

"Admin Console" means the online console(s) and tool(s) provided by Google to
Customer for administering the Services.

"Affiliate" means any entity that directly or indirectly Controls, is Controlled
by, or is under common Control with a party.

"Allegation" means an unaffiliated third party’s allegation.

“Anti-Bribery Laws” means all applicable commercial and public anti-bribery
laws, (for example, the U.S. Foreign Corrupt Practices Act of 1977 and the UK
Bribery Act 2010), which prohibit corrupt offers of anything of value, either
directly or indirectly, to anyone, including government officials, to obtain
or keep business or to secure any other improper commercial advantage. “Government
officials” include any government employee; candidate for public office; and
employee of government-owned or government-controlled companies, public international
organizations, and political parties.

"AUP" or "Acceptable Use Policy" means the then-current Acceptable Use Policy
for the Services at: https://cloud.google.com/maps-platform/terms/aup/.

"Brand Features" means the trade names, tradmarks, service marks, logos, domain
names, and other distinctive brand features of each party, respectively, as
secured by such party.

"Committed Purchase(s)" has the meaning provided in the Service Specific Terms.

"Confidential Information" means information that one party (or an Affiliate)
discloses to the other party under this Agreement, and which is marked as confidential
or would normally under the circumstances be considered confidential information.
It does not include information that is independently developed by the recipient,
is rightfully given to the recipient by a third party without confidentiality
obligations, or becomes public through no fault of the recipient.

"Control" means control of greater than fifty percent of the voting rights or
equity interests of a party.

"Customer Application" means any web domain or application (including features)
listed in the Admin Console.

"Customer End User" or "End User" means an individual or entity that Customer
permits to use the Services or Customer Application(s).

“Customer Indemnified Materials” means the Customer Application and Customer
Brand Features.

"Documentation" means the Google documentation (as may be updated) in the form
generally made available by Google for use with the Services at https://developers.google.com/maps/.

"Emergency Security Issue" means either: (a) Customer’s or Customer End Users’
use of the Services in violation of the AUP, which could disrupt: (i) the Services;
(ii) other customers’ or their customer end users’ use of the Services;
or (iii) the Google network or servers used to provide the Services; or (b)
unauthorized third party access to the Services.

"Europe" or "European" means European Economic Area or Switzerland.

“Export Control Laws” means all applicable export and re-export control
laws and regulations, including any applicable munitions- or defense-related
regulations (for example, the International Traffic in Arms Regulations maintained
by the U.S. Department of State).

"Fee Accrual Period" means a calendar month or another period specified by Google
in the Admin Console.

"Fee Threshold" means the threshold (as may be updated), as applicable for certain
Services, as set out in the Admin Console.

“Feedback” means feedback or suggestions about the Services provided to
Google by Customer.

"Fees" means the applicable fees for each Service and any applicable Taxes.
The Fees for each Service are available at https://cloud.google.com/maps-platform/pricing/sheet/
(or other such URL provided by Google).

"Google Indemnified Materials" means Google's technology used to provide the
Services (excluding any open source software) and Google's Brand Features.

"Google Maps Content" means any content provided through the Services (whether
created by Google or its third-party licensors), including map and terrain data,
imagery, traffic data, and places data (including business listings).

"High Risk Activities" means activities where the use or failure of the Services
could lead to death, personal injury, or environmental damage, including (a)
emergency response services; (b) autonomous and semi-autonomous vehicle or drone
control; (c) vessel navigation; (d) aviation; (e) air traffic control; (f) nuclear
facilities operation; (g) precision targeting.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996
as it may be amended, and any regulations issued under it.

"Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying
party; and (b) damages and costs finally awarded against the indemnified party
and its Affiliates by a court of competent jurisdiction.

"including" means "including but not limited to".

"Intellectual Property Rights" means current and future worldwide rights under
patent, copyright, trade secret, trademark, and moral rights laws, and other
similar rights.

"Legal Process" means a data disclosure request made under law, governmental
regulation, court order, subpoena, warrant, governmental regulatory or agency
request, or other valid legal authority, legal procedure, or similar process.

"Package Purchase" has the meaning set out in the Service Specific Terms.

"Personal Data" has the meaning provided in the General Data Protection Regulation
(EU) 2016/679 of the European Parliament and of the Council of April 27, 2016.

"Prohibited Territory" means the countries listed at https://cloud.google.com/maps-platform/terms/maps-prohibited-territories/.

"Project" means a Customer-selected grouping of Google Maps Core Services resources
for a particular Customer Application.

"Services" and "Google Maps Core Services" means the services described at https://cloud.google.com/maps-platform/terms/maps-services/.
The Services include the Google Maps Content.

"Service Specific Terms" means the terms specific to one or more Services set
forth here: https://cloud.google.com/maps-platform/terms/maps-service-terms/.

"SLA" or "Service Level Agreement" means each of the then-current service level
agreements at: https://cloud.google.com/maps-platform/terms/sla/.

"Software" means any downloadable tools, software development kits or other
such proprietary computer software provided by Google in connection with the
Services, which may be downloaded by Customer, and any updates Google may make
to such Software.

"Taxes" means any duties, customs fees, or taxes (other than Google’s income
tax) associated with the purchase of the Services, including any related penalties
or interest.

“Technical Support Services” or "TSS" means the technical support service
provided by Google to Customer under the Technical Support Services Guidelines.

“Technical Support Services Guidelines” or "TSS Guidelines" means the then-current
technical support service guidelines at https://cloud.google.com/maps-platform/terms/tssg/.

"Term" has the meaning stated in Section 1.6 of this Agreement.

“Terms URL” means the following URL set forth here: https://cloud.google.com/maps-platform/terms/.

"Third-Party Legal Proceeding" means any formal legal proceeding filed by an
unaffiliated third party before a court or government tribunal (including any
appellate proceeding).

"Trademark Guidelines" means (a) Google’s Brand Terms and Conditions, located
at: https://www.google.com/permissions/trademark/brand-terms.html; and (b) the
“Use of Trademarks” section of the “Using Google Maps, Google Earth and
Street View” permissions page at https://www.google.com/permissions/geoguidelines.html#geotrademark
policy.

“URL Terms” means the following, which will control in the following order
if there is a conflict:

(a) the AUP;

(b) the Google Maps/Google Earth Legal Notices at https://www.google.com/help/legalnotices_maps.html;

(c) the Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html;

(d) the Service Specific Terms;  

(e) the SLA; and

(f) the Technical Support Services Guidelines.