1. General Provisions
1.1 Revevol is an authorized partner of Google for GCP Services made available by, and any other related websites, apps, online services and content that may be supplied by Google LLC or any of its affiliates (“Google”), as may be modified by Google from time to time, under a partner reselling agreement between Revevol and Google (the “Partner Agreement”). Customer hereby appoints Revevol as its Google partner to procure the Services at the commercial and legal terms and conditions set in the applicable Revevol Agreement.
1.2 Customer undertakes to promptly accept any updated GCP Terms of Services that will be displayed in the Customer GCP Billing Account. Customer undertakes to comply with the GCP Terms of Services and notably with the usage restrictions they outline.
1.3 Customer, Revevol and Google are independent contractors with respect to the resale of the GCP Services. Revevol is not Google’s agent or partner or in a joint venture with Google.
1.4 Definitions
“Customer GCP Billing Account” means the GCP billing separate subaccount specific to Customer under Revevol GCP account.
“Customer Account Data” means (a) data provided to Google by or on behalf of Revevol, Customers or Customers’ end users through the Services under Revevol’s GCP account and (b) data that Revevol, Customers or Customers’ end users derive from that data through their use of the Services, but in each case excluding any Customer Data.
“Customer Data” means (a) data provided to Google by a Customer or its end users through the Services under the Customer’s Google Cloud Platform account, and (b) data that the Customer or its end users derive from that data through their use of the Services, in either case to the extent that such provided or derived data is under the Customer’s (and not Revevol’s) organizational resource.
“Customer Information” means the Customer’s legal entity name, legal address, and contact information, including email and phone number, as applicable.
“GCP Services” or “Services” means Google Cloud Platform products and services (specified in the Google Cloud Platform Services Summary, available at the following link: https://cloud.google.com/terms/services) that Google makes available for resale by Revevol to Customer.
“Maps Additional Terms” are the then-current terms listed at https://cloud.google.com/maps-platform/terms.
“SLA” means the service level agreement agreed upon by Customer and Google in the GCP Terms of Services.
“TOS Customer” means a GCP Services Customer who has entered into binding GCP Terms of Services directly with Google or a Google affiliate to govern that Customer’s use of the Services.
Capitalized terms not otherwise defined in these Revevol GCP Reselling Special Terms shall have the meaning ascribed to them in the Revevol General Terms and Conditions (available at: https://www.revevol.com/professional-services-terms/) or the applicable Order Form.
2. Customer GCP Billing Account and invoicing
2.1 Revevol has the ability to access the Customer GCP Billing Account metadata, only in accordance with the Revevol Agreement and to administer Customer GCP Billing Account, which shall be limited to (i) setting Customer’s Google Groups as billing account viewer and billing account user according to Customer’s specification communicated to Revevol, and (ii) monitor Customer’s usage of Customer GCP Billing Account according to the terms set in the Revevol Agreement.
2.2 Customer is responsible for setting up its GCP Organization. Customer is responsible to associate its projects to Customer GCP Billing Account.
2.3 Subject to change or to any relevant discount that may be applicable to Customer, the fees that apply under the Revevol Agreement will be Google’s standard rates, and currently available here: https://cloud.google.com/pricing/list.
2.4 Revevol will invoice the fees incurred by Customer in relation to its use of the Customer GCP Billing Account in accordance with the terms of the Revevol Agreement.
3. Conditions of use of the Services
3.1 Customer may use the Services upon the condition that Customer complies with all terms and conditions of the Revevol Agreement and of the GCP Terms of Services.
3.2 Customer will timely provide Revevol with any Customer information necessary for Revevol to provide access to the Services. In addition, if Customer does not have an existing GCP Organization, as defined by Google (https://cloud.google.com/resource-manager/docs/cloud-platform-resource-hierarchy#organizations), Customer will be solely responsible to timely create such GCP Organization for Revevol to be able to provide access to the Services. Customer will then be solely responsible to manage its GCP Organization, access rights, projects and resources, as defined by Google (https://cloud.google.com/resource-manager/docs/cloud-platform-resource-hierarchy#organizations), including associating any project(s) with the appropriate created Customer GCP Billing Account. Subject to section 3.9 below, Customer shall have the possibility to use any Services within the GCP Services offer and to the extent Customer elects, provided that Customer notifies Revevol of any changes in Customer’s usage of such Services that is likely to cause Customer’s monthly or quarterly, as applicable, Estimated Billable Fees to increase by 50% or more compared to previously applicable Estimated Billable Fees.
3.3 Customer authorizes Revevol to notably disclose the following Customer’s information to Google: (i) the categorization of the Customer as TOS Customer or not, and, upon Google’s request, sufficient information to substantiate the Customer’s categorization and (ii) required Customer Information. Notwithstanding anything to the contrary, Customer will provide such required Customer Information to Revevol, attest that such Customer Information is correct and accurate (upon Revevol’s request) and ensure that all such Customer Information remains accurate.
3.4 The Services are provided to Customer by Google, under Google’s sole responsibility. The rights and obligations of Customer with respect to the Services are set forth in the GCP Terms of Services, all documents incorporated by reference into such contract and the applicable Google policies. For sake of clarity, in case of any inconsistency between the Revevol Agreement and the GCP Terms of Services, the GCP Terms of Services shall prevail.
3.5 The only rights that Customer will enjoy in respect of the Services are those expressly granted in the GCP Terms of Services. Customer may not grant any sub-license or assign its rights and/or obligations under the Revevol Agreement and/or the GCP Terms of Services except as cumulatively provided in those agreements.
3.6 For the avoidance of doubt, and except for any free trial or equivalent periods that may be provided by Google, or upon Google’s written consent, there is no free trial period.
3.7 Service levels applicable to the Services are as set forth in the SLA. In the event of non-compliance with the SLA, service credits shall apply in accordance with the provisions of the GCP Terms of Services. Customer shall request any applicable Google SLA remedies directly from Revevol. Revevol is not liable in respect of the SLA or any support services; nevertheless, Revevol will promptly grant Customer any service credit or refund made available by Google in connection with the GCP Terms of Services in the event of non-compliance by Google with the SLA. The SLA sets out the Customer’s sole and exclusive remedy for any failure by Google to meet the SLA.
3.8 Support is provided as set forth in the GCP Terms of Services and/or Google documentation.
3.9 Revevol’s resale or supply of the GCP Services does not entitle the Customer to use or access the Google Maps services, whose use or access is expressly prohibited, unless explicitly authorized by Revevol. Therefore, Customer shall use or access the Google Maps services only with the express prior written authorization of Revevol. Should Customer use or access the Google Maps services, Customer expressly acknowledges and agrees that (i) the Maps Additional Terms govern any use of or access to the Google Maps services, and (ii) any use of or access to the Google Maps services will be deemed to be acceptance of the Maps Additional Terms by the Customer.
4. Termination and Suspension
4.1 The Revevol Agreement terminates if Google terminates the GCP Terms of Services, without any penalty or damage for Revevol. In such circumstances, Customer shall continue to be liable to Revevol for payment of all pre-paid and payable fees according to the applicable Order Form.
4.2 The Revevol Agreement may also terminate if Revevol terminates the Partner Agreement for Google’s uncured material breach, without any penalty or damage for either party other than payment of all pre-paid and payable fees according to the applicable Order Form.
4.3 Prior to any termination of the Revevol Agreement, Customer will be solely responsible to take any and all timely measures necessary to ensure the transition of the projects hosted under Customer GCP Billing Account. Revevol will cut the link between the projects and the Customer GCP Billing Account at the termination of the Revevol Agreement. In no event will Revevol be liable for any direct or indirect, consequential, exemplary, special, incidental or reliance damages, including, without limitation, any lost data, loss of use and lost profits, arising from or relating to any termination of the Revevol Agreement or the Services, regardless of the legal theory upon which any claim for such damages is based and even if Revevol knew or should have known of the possibility of, or could reasonably have prevented, such damages.
4.4 Customer acknowledges that Revevol is technically able to suspend the Customer’s Google Cloud Platform account and may have, at the Customer’s discretion, the ability to access the Customer’s Google Cloud Platform account. Revevol may: (a) if it becomes aware that any application, project, or Customer Account Data violates the GCP Terms of Service, including the Google Cloud Acceptable Use Policy, immediately suspend the relevant application or project, or the Customer’s access to or use of the Services, and/or remove the relevant Customer Account Data; (b) suspend provision of the Services to the Customer if the Customer breaches its payment obligations under the Revevol Agreement. Google or Revevol will have no liability arising out of Revevol’s suspension of the Customer’s Services or access to such account.
5. Specific Indemnification
5.1 Customer shall, without any limitation, defend, indemnify and hold Revevol, its personnel, and its affiliates harmless from and against any losses, damages, liabilities (including settlements, judgments, fines and penalties) and costs and expenses (including reasonable attorneys’ fees, court costs and other litigation expenses) of any type arising from or relating to: (i) any integrated solution, application, or project, running on GCP and associated with a Revevol GCP account, but for the exclusive benefit of Customer or (ii) Customer breach of its obligations under the Revevol Agreement (including section 3 (Conditions of use of the Services) of the Revevol GCP Reselling Special Terms).
6. Special Considerations on Personal Data and Confidential Information
6.1 Notwithstanding anything to the contrary in the Revevol Agreement, Google has determined that it is a processor, and the Customer is the controller, of any Customer personal data contained in Customer Account Data.
6.2 If the Customer or Google brings a claim under the GCP Terms of Services: (A) neither the Customer nor Revevol will object to the Customer or Revevol disclosing to Google the amount of any fees paid and payable by the Customer under the Revevol Agreement for the Services; and (B) the Customer and Revevol agree to waive any claims that the disclosure of such fees is a breach of Revevol’s or the Customer’s confidentiality obligations under the Revevol Agreement.
6.3 Customer acknowledges that, where Google is required to disclose confidential information as strictly necessary to comply with a legal process, Google may provide notice (unless legally prohibited from doing so) and/or redirect the third party to request that information from the disclosing party directly, by providing such notice and/or redirection to Revevol or (if applicable) the relevant Customer to whom the confidential information relates. Where Google provides such notice to Revevol, where required by Google, Revevol must promptly forward such notice to the applicable Customer.
7. Compliance with laws / Code of Conduct
7.1 In performing its obligations under the Revevol Agreement, each party will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 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. Furthermore, neither party will make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obliged to perform. “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.
7.2 Customer acknowledges that U.S. and EU trade sanction Laws are applicable to Google and GCP and, as such, Customer represents and warrants that it is not subject to any U.S. or EU trade sanctions or economic restrictions.