WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
THIS GSA AND RELATED ORDER FORM(S) (INCLUDING ANY EXHIBITS
THERETO), AND ANY TERMS LOCATED AT GOOGLE URLS REFERENCED PURSUANT TO THE
AGREEMENT (WHICH ARE ALL INCORPORATED HEREIN BY REFERENCE), CONSTITUTE THE
ENTIRE AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND ANY TERMS
CONTAINED IN ANY RELATED PURCHASE ORDER(S) OR OTHER DOCUMENTS PERTAINING TO THE
SUBJECT MATTER OF THE AGREEMENT SHALL BE NULL AND VOID.
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
4
11.8
AMENDMENTS.
***
11.9
NO WAIVER.
THE FAILURE TO REQUIRE PERFORMANCE OF ANY PROVISION SHALL
NOT AFFECT A PARTY'S RIGHT TO REQUIRE PERFORMANCE AT ANY TIME THEREAFTER; NOR
SHALL WAIVER OF A BREACH OF ANY PROVISION CONSTITUTE A WAIVER OF THE PROVISION
ITSELF.
11.10
SEVERABILITY.
IF ANY PROVISION IS ADJUDGED BY A COURT OF COMPETENT
JURISDICTION TO BE UNENFORCEABLE, INVALID OR OTHERWISE CONTRARY TO LAW, SUCH
PROVISION SHALL BE INTERPRETED SO AS TO BEST ACCOMPLISH ITS INTENDED OBJECTIVES
AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.
11.11
SURVIVAL.
THE FOLLOWING SECTIONS OF THIS GSA WILL SURVIVE ANY
EXPIRATION OR TERMINATION OF THIS AGREEMENT:
4.1, 4.2, 4.3.1 (EXCEPT FOR THE
LAST SENTENCE THEREOF), 5.2, 6, 7, 8, 9 (INCLUDING THE NDA), 10.3, 10.4, 10.5
AND 11.
11.12
INDEPENDENT CONTRACTORS.
THE PARTIES HERETO ARE AND SHALL REMAIN
INDEPENDENT CONTRACTORS AND NOTHING HEREIN SHALL BE DEEMED TO CREATE ANY AGENCY,
PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP BETWEEN THE PARTIES.
NEITHER PARTY
SHALL BE DEEMED TO BE AN EMPLOYEE OR LEGAL REPRESENTATIVE OF THE OTHER NOR SHALL
EITHER PARTY HAVE ANY RIGHT OR AUTHORITY TO CREATE ANY OBLIGATION ON BEHALF OF
THE OTHER PARTY.
11.13
NO THIRD PARTY BENEFICIARIES.
THE AGREEMENT IS NOT INTENDED TO
BENEFIT, NOR SHALL IT BE DEEMED TO GIVE RISE TO, ANY RIGHTS IN ANY THIRD PARTY.
11.14
FORCE MAJEURE; TRANSMISSIONS.
NEITHER PARTY SHALL BE LIABLE FOR
FAILING OR DELAYING PERFORMANCE OF ITS OBLIGATIONS (EXCEPT FOR THE PAYMENT OF
MONEY)
RESULTING FROM ANY CONDITION BEYOND ITS REASONABLE CONTROL, INCLUDING
BUT NOT LIMITED TO, GOVERNMENTAL ACTION, ACTS OF TERRORISM, EARTHQUAKE, FIRE,
FLOOD OR OTHER ACTS OF GOD, LABOR CONDITIONS, POWER FAILURES, AND
INTERNET
DISTURBANCES. GOOGLE WILL NOT BE RESPONSIBLE FOR RECEIVING DATA, QUERIES OR
REQUESTS DIRECTLY FROM END USERS OR ANY OTHER THIRD PARTY, FOR TRANSMISSION OF
DATA BETWEEN CUSTOMER'S (OR ANY END USER'S) AND GOOGLE'S NETWORK INTERFACE, OR
FOR DISPLAYING ANY APPLICABLE RESULTS SET(S) TO END USERS.
11.15
Successors; Counterparts; Drafting; General.
The Agreement
(a) shall be binding on and inure to the benefit of each of the parties and
their respective successors and assigns; (b) may be executed in counterparts,
including facsimile counterparts, each of which will be deemed an original and
all of which when taken together will constitute one and the same instrument;
and (c) shall be construed as if both parties jointly wrote it.
In the event of
conflict between the terms of this GSA and