any goodwill associated therewith) shall inure to the
benefit of Google.
No party shall challenge or assist others to challenge the
Brand Features of the other party (except to protect such party's rights with
respect to its own Brand Features) or the registration thereof by the other
party, nor shall either party attempt to register any Brand Features or domain
names that are confusingly similar to those of the other party.
4.3.2
License to Google Brand Features.
Subject to the terms and
conditions of this Agreement, Google grants to Customer a limited, nonexclusive
and nonsublicensable license during the Services Term to display those Google
Brand Features expressly authorized for use in this Agreement, solely for the
purposes expressly set forth herein.
***Furthermore, in its use of any Google
Brand Feature, Customer agrees to adhere to Google's then current Brand Feature
use guidelines, and any content contained or referenced therein, which may be
found at the following URL:
(or such other URL Google may provide from time to time).
LICENSE TO CUSTOMER BRAND FEATURES.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, CUSTOMER GRANTS TO GOOGLE A LIMITED, NONEXCLUSIVE AND
NONSUBLICENSABLE LICENSE DURING THE SERVICES TERM TO DISPLAY THOSE CUSTOMER
BRAND FEATURES EXPRESSLY AUTHORIZED FOR USE IN THIS AGREEMENT, SOLELY FOR THE
PURPOSES EXPRESSLY SET FORTH HEREIN.
***
4.4
***
5
PAYMENT.
5.1
FEES.
THE FEES AND PAYMENT TERMS FOR THE SERVICES SHALL BE SET FORTH IN
THE APPLICABLE ORDER FORM.
5.2
TAXES AND OTHER CHARGES.
ALL PAYMENTS UNDER THE AGREEMENT ARE EXCLUSIVE
OF TAXES IMPOSED BY ANY GOVERNMENTAL ENTITY.
CUSTOMER
SHALL PAY ANY APPLICABLE
TAXES, INCLUDING SALES, USE, PERSONAL PROPERTY, VALUE-ADDED, EXCISE, CUSTOMS
FEES, IMPORT DUTIES OR STAMP DUTIES OR OTHER TAXES AND DUTIES IMPOSED BY
GOVERNMENTAL ENTITIES OF WHATEVER KIND AND IMPOSED WITH RESPECT TO THE
TRANSACTIONS FOR SERVICES PROVIDED UNDER THE AGREEMENT, INCLUDING PENALTIES AND
INTEREST, BUT SPECIFICALLY EXCLUDING TAXES BASED UPON GOOGLE'S NET INCOME.
WHEN
GOOGLE HAS THE LEGAL OBLIGATION TO COLLECT ANY APPLICABLE TAXES, THE APPROPRIATE
AMOUNT SHALL BE INVOICED TO AND PAID BY CUSTOMER "NET THIRTY (30) DAYS" FROM THE
DATE OF INVOICE OR OTHER NOTIFICATION.
CUSTOMER SHALL PROMPTLY PROVIDE GOOGLE
WITH SUCH DOCUMENTATION AS MAY BE REQUIRED BY THE APPLICABLE GOVERNMENTAL ENTITY
IN ORDER FOR GOOGLE TO PROCESS PAYMENTS HEREUNDER (INCLUDING, WITHOUT
LIMITATION, A VALID CERTIFICATE OF CUSTOMER'S EXEMPTION FROM OBLIGATION TO PAY
TAXES AS AUTHORIZED BY THE APPROPRIATE GOVERNMENTAL ENTITY), AND GOOGLE MAY
WITHHOLD ANY PAYMENTS REQUIRED TO BE MADE HEREUNDER UNTIL CUSTOMER HAS PROVIDED
SUCH DOCUMENTATION.
CUSTOMER SHALL PROMPTLY PROVIDE GOOGLE WITH ORIGINAL OR
CERTIFIED COPIES OF ALL TAX PAYMENTS OR OTHER SUFFICIENT EVIDENCE OF TAX
PAYMENTS AT THE TIME SUCH PAYMENTS ARE MADE BY CUSTOMER PURSUANT TO THE
AGREEMENT.
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
2
6
REPRESENTATIONS, WARRANTIES AND DISCLAIMER.
EACH PARTY REPRESENTS AND
WARRANTS THAT IT HAS FULL POWER AND AUTHORITY TO ENTER INTO THE AGREEMENT.
CUSTOMER REPRESENTS AND WARRANTS THAT:
(A)