This Google Maps Platform Agreement (the “Agreement”) is made and entered into between Tatvic and the entity or person agreeing to these terms (“Customer”) and comes into effect, once the Order Confirmation Form or equivalent is signed by the Customer. 

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

I.  “Agreement” means this agreement along with the terms, conditions, annexures, appendix and any amendments thereto

II. “Effective Date” means the date when Customer signed the Order Confirmation Form as ‘effective date”.

III. “Google” means Google Asia Pacific Pte. Ltd.  and/or its Affiliates.

IV. “Product(s)” means the current Google Maps Product or Services that Google makes available to Customer, as further described at https://developers.google.com/maps/documentation/

V. “SLA” means the applicable Google Maps Service Level Agreement provided by Google as stated here https://cloud.google.com/maps-platform/terms/sla .

VI. “Taxes” means all taxes as applicable but not limited to any duties, or taxes (other than income tax) including indirect taxes such as goods and services tax (‘GST’), or such taxes, levies associated with the purchase of the Services.

VII. “Territory” means India. 

VIII. “TSSG” means the Technical Support Service Guidelines found at https://cloud.google.com/maps-platform/terms/tssg/

IX. Interpretations in this Agreement:

(i) the words “hereof”, “herein”, hereto and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(ii) words denoting the singular shall include the plural and words denoting any gender shall include all genders;

(iii) the headings to sections, sub-sections and paragraphs of this Agreement shall only serve the purpose of easier orientation and shall not affect the contents and interpretation of this Agreement;

(iv) references to recitals, section, clauses or annexures are, unless the context otherwise specifically requires, to recitals of, sections of, clauses of, or annexures to, this Agreement, and

(v) references to days, months and years are to calendar days, calendar months and calendar years respectively, unless otherwise specified.

(vi) The capitalized words not defined in this Agreement shall have the meaning mentioned on Google’s TOS.

2. SERVICES TO BE PERFORMED BY SERVICE PROVIDER

2.1  Service Provider shall provide Services as described in the Annexure 1 of this agreement (“Services”).

2.2 The Customer expressly agrees that it shall abide by all the Terms of Service stipulated by Google for the use of the Products applicable to it including those specified at https://cloud.google.com/maps-platform/terms (“Google’s TOS”) (as may be amended from time to time) and periodically review Google’s TOS to ensure compliance with any updates. 

The Customer further acknowledges that the Service Provider is merely a billing agent for the purpose of the Service  and it shall not have any liability other than as set out in Annexure 1 of this Agreement. Without prejudice to the provisions of the foregoing, it is further clarified that maintenance of the privacy of the data or information provided by the Customer shall be governed as per the Terms of Use/ Privacy Policy governed between Google and Customer   and the Service Provider shall in no way be responsible for the same.

2.3 Technical Support.  Google will provide technical support directly to Customers only as specified in Google’s TOS. The Customer and/or its representatives agree and consent that the Service Provider may provide Customer information to Google, as reasonably required by Google, in order for Google to provide technical support to Customer. The technical support shall be provided directly by Google or its affiliates, in accordance with the applicable TSSG or as otherwise specified in any agreement between the Customer and Google.

3. COMMUNICATIONS WITH GOOGLE

3.1  The Customer and/or its representatives agree that Service Provider may provide Google with contact details of the Customer, and shall allow Google to use such details to communicate directly with the Customer for the following purpose:

1. As required to execute any non-standard Customer orders;
2. For purposes related to the provisioning of the product(s) to Customer’s accounts, including in relation to any product updates or security incidents;
3. As required to ensure the Customer is notified of available options to maintain continuity in the product provisioning, and
4. To conduct customer service and satisfaction surveys.

3.2  The Customer further agrees to allow Google to use the Customer details provided under section 3.1 (a) above to inform the Customer about new or additional Google products.

Nothing in this section 3 shall make either Party, Google, or Google the processor (within the meaning of the European Data Protection Legislation) of the others

4. CONSIDERATION FOR SERVICES 

4.1 In consideration of the Services to be performed by Service Provider, Customer will pay Service Provider the Service Fees as mentioned in Annexure 2 of this Agreement.

5. TERM AND TERMINATION

5.1  The Service will commence from the Effective Date and will continue unless terminated under Section 5.2 and 5.4 of this Agreement.

5.2  Termination: In addition to those provided in clause 5.1 above, Either party may immediately suspend or terminate this Agreement if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; (b) the other party is in material breach of the Agreement and that breach is incapable of cure; (c) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (d) the other party is in material breach of this Agreement more than 2 times even if any prior breaches were cured.

5.3  Service Provider reserves the right to suspend the Services provided under this Agreement without advance notice, if the Customer breaches its payment obligations under the Agreement.

5.4  Notwithstanding anything contained hereinabove, the Client and the Service Provider shall be entitled to terminate this Agreement with or without any cause by issuing a prior written notice of at least 30 (thirty) days to the other Party.

5.5  Effect of Termination: On any termination of this Agreement and subject to an applicable “wind down” provisions that may apply to the Service  (i) all rights and licenses granted by one Party to the other will immediately cease; (ii) each Party will promptly return to the other Party, or destroy and certify the destruction of, all of the other Party’s confidential information; and (iii) All payments owed by Customer to Service Provider shall become immediately due and payable. Termination of this Agreement, in part or in whole, will not limit either party from pursuing other remedies available to it.

6. REPRESENTATIONS AND WARRANTIES OF CLIENT

6.1 The Customer represents and warrants that the products under this Agreement are intended for its own use or of a third party authorised under this Agreement. The Customer shall not resell, distribute, lease or allow any third party to use the products. 

6.2  The Customer represents that the principal place of its business (being the place where the majority of the business of the Customer is carried out) is located within the Territory.

6.3  The Customer represents that it shall not adapt, alter, modify, decompile, translate, disassemble or reverse engineer any product or part thereof, including the source code and any other underlying ideas, algorithms of the software forming art of the product (except to the extent such act cannot be prohibited by law or is agreed between the Parties in writing)

6.4  Customer will obtain and maintain any consents required from End Users to allow Service Provider to perform its obligations under this Agreement. 

6.5  The SLA states the Customer’s sole and exclusive remedy for any failure by Google to meet the SLA, and Customer must request any SLA remedies directly from Service Provider. If Google does not maintain Service availability as specified within the applicable SLA, Customer will only be eligible to receive those remedies specified under the Google TOS, and must request such remedies directly from Service Provider.

7. LIMITATION OF LIABILITY

To the fullest extent permitted by the applicable law, the service provider and/or its affiliates shall not have any liability arising out of or relating to this agreement for:

1.     The customer’s lost revenues;
2. Direct, indirect, special, incidental or consequential losses or expenses (whether or not foreseeable or contemplated by the parties at the effective date) arising as a result of the services under this agreement or the clients use of the services; or 
3. Any exemplary or punitive damages.

8. DISCLAIMER

Except as expressly provided for in the agreement, to the fullest extent permitted by applicable law, google and service provider : (a) do not make any conditions,  warranties or other commitment  or conformance with a description) regarding the service  of any kind, whether express, implied, statutory, or otherwise, including satisfactory quality, warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the services or software; (b) makes no representation about content or information accessible through the services; and (c) will only be required to provide the remedies expressly stated in the sla for failure to provide the services. google maps core services are provided for planning purposes only. information from the google maps core services may differ from actual conditions, and may not be suitable for the customer application.  Customer must exercise independent judgment when using the services to ensure that (i) google maps are suitable for the customer application; and (ii) the customer application is safe for end users and other third parties.

9. MISCELLANEOUS

9.1 Settlement of Dispute & Governing Law

(i) Any dispute, controversy or claim arising out of or in connection with the Agreement (“Dispute”) shall first be referred in writing by an authorized person of the Party making the claim (the “Claimant”) to an authorized person of the other Party (the “Respondent”). The 2 (two) authorized persons, or representatives they appoint, shall discuss in good faith a fair resolution of the Dispute.

(ii) If for any reason the Dispute is not resolved within 30 (thirty) days from the date the notice of claim was received by the Respondent, then the Dispute may be referred by either Party for resolution to arbitration, such arbitration to be conducted in accordance with the Arbitration and Conciliation Act, 1996 through a sole arbitrator to be appointed by the mutual consent of the Parties and if the Parties fail to reach consensus on the appointment of such sole arbitrator then the same shall be appointed by a reference made to the Court by either of the Parties as provided in the Arbitration and Conciliation Act, 1996. The seat and venue of Arbitration shall be Ahmedabad. The arbitration proceedings shall be conducted in English and a record of the proceedings shall be maintained in English

(iii) This Agreement shall be governed by and construed in accordance with the laws of India. Subject to the provisions of clause 9.1(ii) above, the courts in Ahmedabad shall have the exclusive jurisdiction.

9.2 Assignment: Neither Party shall be entitled to assign, delegate or otherwise transfer its rights, duties, liabilities and obligations under this Agreement to any third party without the prior written consent of the Customer. 

9.3. Force Majeure: The Service Provider shall not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, pandemic, and Internet disturbance) that was beyond its reasonable control. If such conditions continue for more than two (2) months, Service Provider may terminate this Agreement by giving no less than fourteen (14) days’ notice to the Customer.

9.4 Intellectual Property Rights: Except as expressly stated otherwise in this Agreement, neither Party will acquire any rights, title or interest, in or to any of the intellectual property rights belonging to the other Party, or the other Party’s licensors. All ownership rights, title and intellectual property rights in and to the content accessed through any products are the property of the applicable content owner and may be protected by copyright or other applicable laws.  The Customer hereby authorises the Service Provider to use its brand name and trademark for the purpose of its marketing activities. and/or in connection with any research, case studies, reports or other studies relating to the Client Content that the Service Provider may make public. In addition to this, the Client hereby authorises the Service Provider (i) to use its reference when required and /or to make a reference of existing clients to another potential customer (ii) to feature the Client in a case study or industry whitepaper/research (iii) to publish news about its engagement with Client (e.g., announcing the relationship commencement) with or without the formal information to the Client.

9.5 Non-Hire: During the term of this Agreement and for a period of 18 (eighteen) months from its termination, the Customer shall not employ or offer employment, directly or indirectly, to any person employed or acting on behalf of the Service Provider, without the prior written consent of the Service Provider.

9.6 Severability: If any term or provision of this Agreement is determined to be illegal,  unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part shall be stricken from this Agreement and such provision or part shall not affect the legality, enforceability or validity of the remainder of this Agreement. Such stricken provisions shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.

9.7 Waiver: The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either Party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

ANNEXURE  1

SERVICES TO BE PERFORMED BY SERVICE PROVIDER

ANNEXURE  2
CONSIDERATION FOR SERVICES

Invoicing and Payment Terms

1. The Service Provider will raise a monthly invoice for consumption of the Google Maps Platform API’s/SKU’s by the Customer commencing from the Effective Date.

2. The default Monthly Credit Limit of a Customer Account is INR 300,000 (including GST and other taxes) unless otherwise agreed in writing. This equates to approx. US$ 3,000 of Google Maps consumption.

If a Customer’s consumption exceeds the Monthly Default Credit Limit before the end of the month, Service Provider will raise a Proforma Invoice amounting to the Credit Limit amount as soon as the Credit Limit threshold is breached, and which shall be paid by the Customer  within 7 Days from the date of Proforma Invoice.

Service Provider will raise the final monthly Tax invoice calculated on actual monthly consumption at the end of each month, and payment received for Proforma Invoice will be adjusted against the Tax Invoice as advance payment received

3. The rates for Google Maps Platform are provided by Google and shared by the Service Provider on the Order Confirmation Form.   

4.  For the purpose of invoicing in Indian Rupees, the TT sell rate from the below link will apply for conversion from US$ to INR https://www.hsbc.co.in/nri/foreign-exchange-rates/

5. It is expressly agreed that, if there is any requirement of Purchase Order (“Purchase Order”) as an internal process of the Customer before issuing invoice then the Customer shall arrange the Purchase Order before the due date of invoicing, ie. before the last day of the month. If at any point of time invoicing and payment cycle gets delayed due to non-receipt of Purchase Order from the Customer, then it would attract an interest clause for delay in payment/invoicing.6. If Customer has any issue for invoice raised by Service Provider then query must be raised within 07 [seven] days from the date of invoice, if within 07 [seven] days no query arises from Customer then invoice would be considered approved by Customer.

6. If Customer has any issue for invoice raised by Service Provider then query must be raised within 07 [seven] days from the date of invoice, if within 07 [seven] days no query arises from Customer then invoice would be considered approved by Customer.

7. If the Parties determine that certain billing inaccuracies are attributable to the Service Provider:

a) Service Provider will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice; and

b) If the disputed invoice has still not been paid, the Service Provider will apply the credit memo amount to the disputed invoice and the Customer will be responsible for paying the resulting net balance due on that invoice.  

8. In all other cases of inaccuracy in the billing (i.e. where the accuracy is not attributable to the Service Provider or where the disputed invoice has already been paid), Service Provider shall issue a separate credit note showing the excess/ deficit amount paid by the Customer and such excess/ deficit amount shall be appropriately adjusted in the next invoice. 

9. Payment Terms: It is expressly agreed that the final monthly Tax invoice will have to be paid within 30 (thirty) days of invoice date. Any delinquent payments or delinquent invoicing by Service Provider due to non-receipt of purchase order from Customer will bear interest at the rate of 18% (eighteen percent) per annum, compounded monthly from the date of invoice until the amount is paid in full. 

If any invoice is overdue 7 days past the due date, then the Credit period for all subsequent invoices that are already issued will be forfeited, and all invoices will become due and immediately payable. 

The Customer is responsible for all reasonable expenses (including legal fees) incurred by Service Provider in collecting unpaid or overdue amounts, except where these unpaid or overdue amounts are due to billing inaccuracies attributable to Service Provider. 

10. All applicable indirect taxes as may be applicable time to time (for e.g. goods and services tax (GST) will be invoiced to Client in addition to the agreed Fees. The Client shall be responsible for the payment of all Taxes and agrees to pay the Service Provider for the Services without any reduction in Taxes, save and except any deduction of Tax Deducted At Source (TDS) applicable under the Income-Tax Act, and no other deductions shall be made from the fees payable to Service Provider.  Any additional amount deducted by the Client from the fees shall be reimbursed by the customer to the Service Provider within 07 (seven) days from the end of the respective month or the Client shall be liable to indemnify the Service Provider. The Customer shall provide the TDS Certificates to the Service Provider within 7 (seven) days of the expiry of the statutory limitation period for depositing the TDS with the income tax authorities.