Gemini Enterprise
1. Definitions.
These definitions shall be applicable to this Quote, without conflict, to the Previous Agreement.
"Maximum Retail Price" means the applicable List Price Per Unit minus the List Price Discount.
"Customer" means the Customer whose Service usage is linked to the Subaccount as of the Quote Effective Date.
"Services Start Date" means the date specified in the table above (if any) if the Quote Effective Date is at least 5 business days prior to that date. If not, or if there is no date specified, then "Services Start Date" means a date no later than 5 business days after the Quote Effective Date that is chosen by Google and communicated to DoiT.
"Subaccount" means the Sub Billing Account ID of the Customer's Account identified within this Quote.
"Units" means the units by which use of a Service is measured (e.g., End User, API call, Certificate, etc.)
2. Invoicing and Fees.
DoiT will invoice Customer for the applicable billing period for Subscription Fees incurred under the Subaccount in such billing period. Partial billing periods will be prorated. Unless otherwise provided in the Previous Agreement or by law, Subscription Fees for the Services are non-refundable. Unused units may not be rolled over or banked across Terms. During the Term, all Fees and discounts are as described in this Quote, and no other Fees or discounts will apply.
3. Payment Due Date.
All Fees are due thirty (30) days from the invoice date.
4. Term.
This Quote is effective as of the Quote Effective Date and will continue until the expiration of the Quote listed in the table above, subject to earlier termination in accordance with the Previous Agreement.
5. No Auto-Renewal.
This Quote will not renew.
6. Customer Restrictions.
Customer will not allow any third party to benefit directly or indirectly from Gemini Enterprise provided under this Quote. Customer will not use the Sub account(s) to track Services usage by any other third party. Customer will not transfer, assign or re-allocate the Sub account(s) to any other third party.
Overages. DoiT will invoice Customer in arrears monthly for use of the Services in excess of the quantity (as detailed in the table above), which will be charged at the List Price.
Additional Users. If Customer has made all monthly payments under this Quote in a timely manner, then Customer may purchase additional users at any time during any Term by executing a new quote (or amendment to this quote) with DoiT coterminous with this Quote for the additional users.
Usage Quotas. DoiT may invoice Customer in arrears monthly for use of certain Gemini Enterprise features in excess of the limits specified by Google at https://cloud.google.com/gemini/enterprise/docs/overages (the "Quota Page"), which excess use will be charged at the price(s) shown on the Quota Page, subject to any discounts in this Quote for Gemini Enterprise. Google may update the Quota Page from time to time. These updates will take effect upon renewal of the Services.
7. Invoice Issuance.
DoiT will invoice Customer for the applicable Billing Period for Subscription Fees incurred under the Subaccount in such Billing Period. Partial Billing Periods will be prorated. Unless otherwise provided in the Agreement or by law, Subscription Fees for the Services are non-refundable. Unused units may not be rolled over or banked across Order Terms. During the Order Term, all Fees and discounts for Subscription SKUs are as described in the applicable Quote, and no other Fees or discounts will apply.
8. Miscellaneous.
The Previous Agreement shall remain unchanged and in full force and effect. In case of conflict between the terms of this Quote and the terms of the Previous Agreement, this Quote shall prevail. The Parties may execute this Quote in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.