PROPERTY
RIGHTS AS SET FORTH ABOVE.
8
LIMITATION OF LIABILITY.
LIMITATION.
SUBJECT TO SECTION 8.2, NEITHER PARTY WILL BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE
OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND
UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT
(INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR
NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY STATED HEREIN.
***
8.1
EXCLUSIONS FROM LIMITATIONS.
UNLESS AND THEN ONLY TO THE EXTENT THIS
AGREEMENT EXPRESSLY STATES OTHERWISE, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR
LIMIT EITHER PARTY'S LIABILITY FOR:
(A) BREACHES OF THE EXCLUSIVITY OBLIGATIONS
CONTAINED IN THIS AGREEMENT; (B) BREACHES OF ANY CONFIDENTIALITY OBLIGATIONS
CONTAINED IN THIS AGREEMENT; (C) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER
PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CUSTOMER'S BREACH OF ANY LICENSE GRANTED
IN THIS AGREEMENT TO USE THE APPLICABLE GOOGLE PROTOCOL(S); OR ***
8.2
ALLOCATION OF RISK.
THE PARTIES AGREE THAT (I) THE MUTUAL AGREEMENTS
MADE IN THIS SECTION 8 REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THAT
EACH PARTY WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS ON
LIABILITY.
9
CONFIDENTIALITY; PR.
9.1
CONFIDENTIALITY.
DISCLOSURE OF CONFIDENTIAL AND/OR PROPRIETARY
INFORMATION DISCLOSED HEREUNDER, INCLUDING THE EXISTENCE AND CONTENT OF THE
AGREEMENT AND ANY INFORMATION PROVIDED PURSUANT TO THE AGREEMENT, SHALL BE
GOVERNED BY THE CONFIDENTIALITY PROVISIONS OF THE GOOGLE STANDARD MUTUAL
NON-DISCLOSURE AGREEMENT, WHICH HAS BEEN EXECUTED BY THE PARTIES PRIOR TO OR
CONCURRENTLY WITH THIS GSA, AS OF THE DATE PROVIDED IN THE ORDER FORM (THE
"NDA").
THE CONFIDENTIALITY PROVISIONS OF THE NDA ARE HEREBY INCORPORATED BY
REFERENCE INTO THIS GSA.
***
9.2
PR.
NEITHER PARTY WILL ISSUE ANY PUBLIC ANNOUNCEMENT REGARDING THE
EXISTENCE OR CONTENT OF THIS AGREEMENT WITHOUT THE OTHER PARTY'S PRIOR WRITTEN
APPROVAL.
NOTWITHSTANDING THE FOREGOING, GOOGLE MAY INCLUDE CUSTOMER'S BRAND
FEATURES IN PRESENTATIONS, MARKETING MATERIALS, AND CUSTOMER LISTS (WHICH
INCLUDES, WITHOUT LIMITATION, CUSTOMER LISTS POSTED ON GOOGLE'S WEB SITES AND
SCREEN SHOTS OF CUSTOMER'S IMPLEMENTATION OF THE SERVICES).
UPON CUSTOMER'S
REQUEST, GOOGLE WILL FURNISH CUSTOMER WITH A SAMPLE OF SUCH USAGE.
10
TERM AND TERMINATION.
10.1
TERM.
THE TERM OF AN ORDER FORM UNDER WHICH SERVICES MAY BE USED BY
CUSTOMER SHALL COMMENCE ON THE APPLICABLE ORDER FORM EFFECTIVE DATE (EXCEPT AS
OTHERWISE SPECIFIED IN SUCH ORDER FORM) AND SHALL CONTINUE FOR THE PERIOD OF
TIME SET FORTH ON SUCH ORDER FORM FOR THE APPLICABLE SERVICES ("SERVICES TERM"),
UNLESS EARLIER TERMINATED AS PROVIDED HEREIN OR THEREIN.
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
3
10.2
TERMINATION.
10.2.1
GENERAL.
EITHER PARTY MAY SUSPEND PERFORMANCE AND/OR
TERMINATE THIS AGREEMENT, IN WHOLE OR IN PART: (I) IF THE OTHER PARTY MATERIALLY
BREACHES ANY MATERIAL TERM OR CONDITION OF THIS