Exhibit 10.4


 


GOOGLE PLAY DEVELOPER DISTRIBUTION AGREEMENT


 


Last modified: May 5, 2015


 


Definitions


 


Authorized Carrier: A mobile network operator who is authorized to receive a
distribution fee for Products that are sold to users of Devices on its network.


 


Brand Features: the trade names, trademarks, service marks, logos, domain names,
and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.


 


Developer or You: Any person or company who is registered and approved by the
Store to distribute Products in accordance with the terms of this Agreement.


 


Developer Account: A publishing account issued to Developers that enables the
distribution of Products via the Store.


 


Developer Console: The console or other online tool provided by Google to developers
to manage the distribution of Products and related administrative functions.


 


Device: Any device that can access the Store, as defined herein.


 


Google: Google Inc., a Delaware corporation with principal place of business
at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States; Google Ireland Limited, a company incorporated in Ireland
with principal place of business at Gordon House, Barrow Street, Dublin 4, Ireland; Google Commerce Limited, a company incorporated
in Ireland with principal place of business at Gordon House, Barrow Street, Dublin 4, Ireland; and Google Asia Pacific Pte. Limited,
a company incorporated in Singapore with principal place of business at 8 Marina View, Asia Square 1 #30-01, Singapore 018960.


 






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Payment Account: A financial account issued by a Payment Processor to a Developer
that authorizes the Payment Processor to collect and remit payments on the Developer's behalf for Products sold via the Store.
Developers must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to charge
for Products distributed in the Store.


 


Payment Processor(s): As specified and designated in, a party authorized by
Google to provide services that enable Developers with Payment Accounts to charge users for Products distributed via the Store.


 


Products: Software, content and digital materials distributed via the Store.


 


Store: The marketplace Google has created and operates which allows registered
Developers in certain countries to distribute Products directly to users of Devices.


 


		1.	Introduction



 


1.1           The Store is a publicly
available site where Developers can distribute Products for Devices. In order to distribute Products on the Store, you must acquire
and maintain a valid Developer Account.


 


1.2           If you want to charge
a fee for your Products, you must also acquire and maintain a valid Payment Account from an authorized Payment Processor.


 


		2.	Accepting this Agreement



 


2.1           This agreement ("Agreement")
forms a legally binding contract between you and Google in relation to your use of the Store to distribute Products. You acknowledge
that Google will, solely on your behalf, and not on Google’s behalf, display and make Products available for download and
purchase by users. In order to use the Store to distribute Products, you must accept this Agreement and provide complete and accurate
information in the Developer Console. You may not distribute Products on the Store if you do not accept this Agreement.


 


2.2           You may not use
the Store to distribute Products and may not accept the Agreement unless you are verified as a Developer in good standing. This
Agreement will automatically terminate if you are (a) not a Developer in good standing, or (b) a person or entity barred from using
Android software under the laws of the United States or other countries including the country in which you are resident or from
which you use the Android software.


 


2.3           If you are agreeing
to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority
to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement
or use the Store on behalf of your employer or other entity.


 






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		3.	Pricing and Payments.



 


3.1           This Agreement covers
both Products you choose to distribute for free and Products for which you charge a fee. In order to charge a fee for your Products,
you must have a valid Payment Account under a separate agreement with a Payment Processor. If you have an existing Payment Account
with a Payment Processor before signing up for the Store, then the terms of that agreement will apply except in the event of a
conflict with this Agreement (in which case the terms of this Agreement shall apply).


 


3.2           Products are displayed
to users on your behalf, at prices you establish in your sole discretion. Google may include applicable taxes in the price charged
to users on the Store. You may set the price for your Products in the currencies permitted by the Payment Processor. Google may
display the price of Products to users in their native currency, but it is not responsible for the accuracy of currency rates or
currency conversion


 


3.3           You are the merchant
of record for Products you sell through the Store. For a given transaction, you are contracting with the applicable Google entity
based on where you have selected to distribute your Product. The price you set for Products will determine the amount of payment
you will receive. A Transaction Fee, as defined below, will be charged on the sales price and apportioned to the Payment Processor
and, if one exists, the Authorized Carrier. Where either Google, the Payment Processor or the Authorized Carrier are required by
applicable (local) legislation to withhold any taxes ("Withholding Taxes") on payments made or received by anyone of
them, Google will also deduct an amount equal to such Withholding Taxes from the sales price. For the avoidance of doubt, Withholding
Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes.
The remainder (sales price less Transaction Fee, and less the amount equal to any Withholding Taxes) will be remitted to you. The
"Transaction Fee" is set forth and may be revised by Google from time to time. You are responsible for providing any
applicable tax residency certificates to Google. If Google or its service provider does not receive such documentation, Google
will withhold at the domestic withholding tax rate.


 


3.4           Developer is responsible
for determining if a Product is taxable and the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction
where Products are sold. Developer is responsible for remitting taxes to the appropriate taxing authority. Where Google, the Payment
Processor or the Authorized Carrier is required by applicable (local) legislation to determine, apply and pay the applicable tax
rate, Google, the Payment Processor or the Authorized Carrier (and not Developer) will be responsible for applying and collecting
and remitting the taxes to the appropriate taxing authority. If Google collects and remits value added taxes on customer payments
(where required of Google by applicable local law) and this remittance fulfils the applicable requirements for value added taxes
on those customer payments, such taxes will not be passed on to Developer by Google. Where Google is required to collect and remit
taxes as described in this section, Developer and Google will recognize a supply from Developer to Google for tax purposes, and
developer will comply with the relevant tax obligations arising from this additional supply.


 






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3.5           You may also choose
to distribute Products for free. If the Product is free, you will not be charged a Transaction Fee. You may not start charging
a user for a Product that was initially free unless the charge correlates with an alternative version of the Product. The Payment
Processor must process all fees a Developer receives for any version of a Product distributed via the Store.


 


3.6           You Support
Your Product. Buyers are instructed to contact the developer concerning any defects or performance issues in applications
downloaded and installed from Google Play. You will be solely responsible for, and Google will have no responsibility to undertake
or handle support and maintenance of your Products and any complaints about your Products. You must supply and maintain valid
and accurate contact information that will be displayed in each application detail page on the Store and made available to users
for customer support and legal purposes. For paid Products or in-app transactions, you must respond to customer support inquiries
within three (3) business days, and within 24 hours to any support or Product concerns stated to be urgent by Google. Failure
to provide adequate information or support for your Products may result in low Product ratings, less prominent product exposure,
low sales, billing disputes, or removal from the Store.


 


3.7           Authority to
Refund. You authorize Google to give the buyer a full refund of the price of a Product or in-app transaction on your behalf
if the buyer requests the refund at any time within 48 hours after purchase. In all other respects, the Payment Processor’s
standard terms and conditions regarding refunds will apply. User refunds may be exclusive of taxes previously charged to users
for Product purchases. Except in cases when multiple disputes are initiated by a user, billing disputes for Products sold for
less than $10, and any handling fees charged by the Payment Processor, may be automatically charged back to the Developer except
in cases when Google determines in its sole discretion that the user initiating the dispute has an abnormal dispute history. Chargeback
requests for Products $10 or more will be handled in accordance with the Payment Processor's standard policy.


 


3.8           Reinstalls.
Users are allowed unlimited reinstalls of each Product distributed via the Store, provided however that if you remove a Product(s)
from the Store pursuant to clauses (i), (ii), (iii) or (iv) of Section 7.1, such Product(s) shall be removed from all portions
of the Store and users shall no longer have a right or ability to reinstall the affected Products.


 


		4.	Use of the Store
                                         by You.



 


4.1           Except for the license
rights granted by you in Section 5 below, Google agrees that it obtains no right, title or interest from you (or your licensors)
under this Agreement in or to any of Products, including any intellectual property rights which subsist in those Products.


 


4.2           You agree to use
the Store only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted
practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from
the United States or other relevant countries).


 






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4.3           You agree that if
you use the Store to distribute Products, you will protect the privacy and legal rights of users. If the users provide you with,
or your Product accesses or uses, user names, passwords, or other login information or personal information, you must make the
users aware that the information will be available to your Product, and you must provide legally adequate privacy notice and protection
for those users. Further, your Product may only use that information for the limited purposes for which the user has given you
permission to do so. If your Product stores personal or sensitive information provided by users, it must do so securely and only
for as long as it is needed. But if the user has opted into a separate agreement with you that allows you or your Product to store
or use personal or sensitive information directly related to your Product (not including other products or applications) then the
terms of that separate agreement will govern your use of such information. If the user provides your Product with Google Account
information, your Product may only use that information to access the user's Google Account when, and for the limited purposes
for which, the user has given you permission to do so.


 


4.4           Prohibited Actions.
You agree that you will not engage in any activity with the Store, including the development or distribution of Products,
that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties
or services of any third party including, but not limited to, Android users, Google or any mobile network operator. You may not
use customer information obtained from the Store to sell or distribute Products outside of the Store.


 


4.5           Alternative
Stores. You may not use the Store to distribute or make available any Product which has a purpose that facilitates the distribution
of software applications and games for use on Android devices outside of the Store.


 


4.6           You agree that you
are solely responsible for (and that Google has no responsibility to you or to any third party for) any Products you distribute
through the Store including use of any Google Play APIs and for the consequences of your actions (including any loss or damage
which Google may suffer) by doing so. These consequences include, but are not limited to, product liability, consumer protection,
and/or intellectual property claims relating to your products.


 


4.7           You agree that you
are solely responsible for (and that Google has no responsibility to you or to any third party for) any breach of your obligations
under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the
consequences (including any loss or damage which Google or any third party may suffer) of any such breach.


 


4.8           Product Ratings.
The Store will allow users to rate and review Products. Only users who download the applicable Product will be able to rate
and review it on the Store. Product ratings may be used to determine the placement of Products on the Store, subject to Google's
ability to change placement at Google's sole discretion. The Store may also assign you a composite score for any Product that
has not received user ratings. A Developer Composite Score will be a representation of the quality of your Product based on your
history and will be determined at Google's sole discretion. For new Developers without Product history, Google may use or publish
performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable
standards, as determined by Google. Google reserves the right to display Products to users in a manner that will be determined
at Google's sole discretion.


 






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Your Products may be subject to user ratings to which you may not agree.


 


4.9           Marketing Your
Product. You will be responsible for uploading your Products to the Store, providing required Product information and support
to users, and accurately disclosing the security permissions necessary for the Product to function on user Devices. Products that
are not uploaded in accordance with this clause will not be published in the Store.


 


4.10         Restricted Content.
Any Product you distribute on the Store must adhere to 


 


		5.	License Grants.



 


5.1           You grant to Google
a nonexclusive, worldwide, and royalty-free license to: reproduce, perform, display, and use the Products for administrative and
demonstration purposes in connection with (i) the operation and marketing of the Store; (ii) the marketing of devices and services
that support the use of the Products, and (iii) making improvements to the Android platform.


 


5.2           You grant to Google
a non-exclusive, and royalty-free license to distribute the Products in the manner indicated in the Developer Console.


 


5.3           Google may use consultants
and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that
such consultants and contractors will be subject to the same obligations as Google. After termination of this Agreement, Google
will not distribute your Product, but may retain and use copies of the Product for support of the Store and the Android platform.


 


5.4           You grant to the
user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Product on the Device. If you choose, you
may include a separate end user license agreement (EULA) in your Product that will govern the user's rights to the Product in lieu
of the previous sentence.


 


5.5           You represent and
warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other
proprietary rights, in and to the Product. If You use third-party materials, You represent and warrant that you have the right
to distribute the third-party material in the Product. You agree that you will not submit material to Store that is copyrighted,
protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights,
unless you are the owner of such rights or have permission from their rightful owner to submit the material.


 






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		6.	Brand Features
                                         and Publicity.



 


6.1           Each party shall
own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features.
Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any
right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject
to the terms and conditions of this Agreement, Developer grants to Google and its affiliates a limited, non-exclusive, royalty-free
license during the term of this Agreement to display Developer Brand Features, submitted by Developer to Google, for use solely
online or on mobile devices and in either case solely in connection with the distribution and sale of Developer's Product through
the Store, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific
Products on the Store, Google will cease use of the discontinued Products' Brand Features pursuant to this Section 6.1, except
as necessary to allow Google to effectuate Section 3.8. Nothing in this Agreement gives Developer a right to use any of Google's
trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.


 


6.2           Publicity.
In addition to the license granted in 6.1 above, for purposes of marketing the presence, distribution and sale of the Developer's
Product in the Store and its availability for use on devices and through other Google services, Google and its affiliates may
include Developer Brand Features, submitted by Developer to Google: (i) within the Store and in any Google-owned online or mobile
properties; (ii) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside the Store
when mentioned along with other Store Products; (iii) when making announcements of the availability of the Product; (iv) in presentations;
and (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists
posted on Google websites). If Developer discontinues the distribution of specific Products on the Store, Google will cease further
use of the discontinued Products' Brand Features for such marketing purposes. Google grants to Developer a limited, non-exclusive,
worldwide, royalty-free license to use the Android Brand Features for the term of this Agreement solely for marketing purposes
and only in accordance with .


 


		7.	Product Takedowns.



 


7.1           Your Takedowns.
You may remove your Products from future distribution via the Store at any time, but you must comply with this Agreement and
the Payment Processor's Payment Account terms of service for any Products distributed through the Store, including but not limited
to refund requirements.


 






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Removing your Products from future distribution via the Store does not (a) affect the
license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from Devices or from
any part of the Store where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation
to deliver or support Products or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing,
in no event will Google maintain on any portion of the Store (including, without limitation, the part of the Store where previously
purchased or downloaded applications are stored on behalf of users) any Product that you have removed from the Store and provided
written notice to Google that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright,
trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation
or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy,
or (iv) an allegation or determination that such Product does not comply with applicable law.


 


If you remove a Product from the Store pursuant to clauses (i), (ii), (iii) or (iv) of
this Section 7.1, and an end user purchased such Product within a year before the date of takedown, at Google's request, you must
refund to the affected end user all amounts paid by such end user for such affected Product, less the portion of the Transaction
Fee specifically allocated to the credit card/payment processing for the associated transaction.


 


7.2           Google Takedowns.
While Google does not undertake an obligation to monitor the Products or their content, if Google is notified by you or otherwise
becomes aware and determines in its sole discretion that a Product or any portion thereof or your Brand Features; (a) violates
the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction;
(c) is pornographic, obscene or otherwise violates Google's hosting policies or other terms of service as may be updated by Google
from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Google or Authorized
Carriers; (f) is deemed by Google to have a virus or is deemed to be malware, spyware or have an adverse impact on Google's or
an Authorized Carrier's network; (g) violates the terms of this Agreement or the Developer Program Policies for Developers; or
(h) the display of the Product is impacting the integrity of Google servers (i.e., users are unable to access such content or
otherwise experience difficulty), Google may remove the Product from the Store or reclassify the Product at its sole discretion.
Google reserves the right to suspend and/or bar any


 


Developer from the Store at its sole discretion. If your Product contains elements that
could cause serious harm to user devices or data, Google may at its discretion disable the Product or remove it from devices on
which it has been installed. Google may suspend or terminate distribution of your Products if you materially breach the terms of
any non-disclosure agreement or other agreement relating to the Store or the Android platform.


 


Google enters into distribution agreements with device manufacturers and Authorized Carriers
to place the Store software client application for the Store on Devices. These distribution agreements may require the involuntary
removal of Products in violation of the Device manufacturer's or Authorized Carrier's terms of service.


 


In the event that your Product is involuntarily removed because it is defective, malicious,
infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does
not comply with applicable law, and an end user purchased such Product within a year before the date of takedown,: (i) you must
refund to Google, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) Google
may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.


 






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		8.	Your Developer
                                         Credentials.



 


8.1 You agree that you are responsible for maintaining the confidentiality of any developer
credentials that Google may issue to you or which you may choose yourself and that you will be solely responsible for all Products
that are developed under your developer credentials. Google may limit the number of Developer Accounts issued to you or to the
company or organization you work for.


 


		9.	Privacy and Information.



 


9.1 In order to continually innovate and improve the Store, Google may collect certain
usage statistics from the Store and Devices, including but not limited to, information on how the Store and Devices are being used.


 


9.2 The data collected is examined in the aggregate to improve the Store for users and
Developers and is maintained in accordance with. To ensure the improvement of Products, limited aggregate data may be available
to you upon written request.


 


		10.	Terminating
                                         this Agreement.



 


10.1         This Agreement will continue
to apply until terminated by either you or Google as set out below.


 


10.2         If you want to terminate this
Agreement, you must provide Google with thirty (30) days prior written notice (unless this Agreement terminates under Section 14.1)
and cease your use of any relevant developer credentials.


 


10.3         Google may at any time, terminate
this Agreement with you if:


 


(A)         you have breached any provision
of this Agreement; or


 


(B)         Google is required to do so
by law; or


 


(C)         you cease being an authorized
Developer; or


 


(D)         Google decides to no longer
provide the Store.


 






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		11.	DISCLAIMER OF
                                         WARRANTIES.



 


11.1         YOU EXPRESSLY UNDERSTAND AND
AGREE THAT YOUR USE OF THE STORE IS AT YOUR SOLE RISK AND THAT THE STORE IS PROVIDED "AS IS" AND "AS AVAILABLE"
WITHOUT WARRANTY OF ANY KIND.


 


11.2         YOUR USE OF THE STORE AND ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE STORE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.


 


11.3         GOOGLE FURTHER EXPRESSLY DISCLAIMS
ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


 


		12.	LIMITATION OF
                                         LIABILITY.



 


12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS SUBSIDIARIES AND AFFILIATES,
AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL
OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE
BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.


 


		13.	Indemnification.



 


13.1         To the maximum extent permitted
by law, you agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees
and agents, and Authorized Carriers from and against any and all third party claims, actions, suits or proceedings, as well as
any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from
(a) your use of the Store in violation of this Agreement, and (b) your Product that infringes any copyright, trademark, trade secret,
trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity
or privacy.


 


13.2         To the maximum extent permitted
by law, you agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include Google and/or third
parties) and the Payment Processors' affiliates, directors, officers, employees and agents from and against any and all third party
claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable
attorneys fees) arising out of or accruing from taxes related to Your distribution of Products distributed via the Store.


 






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		14.	Changes to the
                                         Agreement.



 


14.1         Google may make changes to
this Agreement at any time by sending the Developer notice by email describing the modifications made. Google will also post a
notification on this page and/or on the Developer Console describing the modifications made. You should look at the Agreement,
and check for notice of any changes, regularly. Changes will not be retroactive. They will become effective, and will be deemed
accepted by Developer, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing
Developers, on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (except changes
required by law which will be effective immediately). If you do not agree with the modifications to the Agreement, you must terminate
your use of the Store, which will be your sole and exclusive remedy. You agree that your continued use of the Store constitutes
your agreement to the modified terms of this Agreement.


 


		15.	General Legal
                                         Terms.



 


15.1         This Agreement constitutes
the whole legal agreement between you and Google and governs your use of the Store, and completely replaces any prior agreements
between you and Google in relation to the Store.


 


15.2         You agree that if Google does
not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Google has the benefit of under
any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still
be available to Google.


 


15.3         If any
court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that
provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement
will continue to be valid and enforceable.


 


15.4         You acknowledge and agree that
each member of the group of companies of which Google is the parent shall be third party beneficiaries to this Agreement and that
such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit
on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.


 


15.5         EXPORT RESTRICTIONS. PRODUCTS
ON THE STORE MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT
LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS
AND END USE.


 






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15.6         The rights granted in this
Agreement may not be assigned or transferred by either you or Google without the prior written approval of the other party. Neither
you nor Google shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written
approval of the other party. Any other attempt to assign is void. If you experience a change of control (for example, through a
stock purchase or sale, merger, or other form of corporate transaction): (a) you will give written notice to Google within 30 days
after the change of control; and (b) Google may immediately terminate this Agreement any time between the change of control and
30 days after it receives that written notice.


 


15.7         All claims arising out of or
relating to this Agreement or your relationship with Google under this Agreement, shall be governed by the laws of the State of
California excluding California’s conflict of laws provisions. You and Google further agree to submit to the exclusive jurisdiction
of the federal or state courts located within the county of Santa Clara, California to resolve any legal matter arising from or
relating to this Agreement or your relationship with Google under this Agreement, except that you agree that Google shall be allowed
to apply for injunctive relief in any jurisdiction.


 


15.8         The obligations in Sections
5, 6.1 (solely as necessary to permit Google to effectuate Section 3.8), 7, 11, 12, 13, and 15 will survive any expiration or termination
of this Agreement.




 






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