These Assured Open Source Software Terms of Service (the "Agreement") are entered into by Google and the entity or person agreeing to these terms ("you") and govern your access to and use of AOSS and the AOSS Packages (defined below). "Google" has the meaning given at https://cloud.google.com/terms/google-entity (as if this Agreement were for Google Cloud Platform). This Agreement is effective on the date you click to accept it (the "Effective Date"). If you are accepting this Agreement on behalf of your company or organization you represent and warrant that: (i) you have full legal authority to bind your company or organization to this Agreement and (ii) you agree, on behalf of your company or organization, to this Agreement. If you do not have the legal authority to bind your company or organization, please do not accept this Agreement.

Thank you for your interest in Assured Open Source Software! Assured Open Source Software ("AOSS") is a service that enables enterprise users of open source software to incorporate into their own developer workflows the same trusted open source software packages that Google uses.

Through this Agreement, Google provides you with limited, temporary access to the free tier of AOSS, a proprietary Google service designed to build, analyze, secure, distribute and test AOSS Packages that include publicly available open source code. As used in this Agreement, "AOSS Packages" means binaries that AOSS builds, tests, and/or distributes, along with associated metadata and alerts generated by AOSS. For the avoidance of doubt, this Agreement will not govern your use of any paid tier of AOSS. You are not entitled to any support, maintenance, or service level commitments for AOSS or AOSS Packages.

Google grants you a royalty-free, limited, non-exclusive, non-sublicensable, non-transferable license to reproduce and use AOSS Packages on systems owned, operated or managed by or on behalf of you in accordance with this Agreement. You may authorize your employees, agents, and subcontractors to use the AOSS Packages in accordance with this Agreement, so long as you remain responsible for them. You may make a reasonable number of copies of the AOSS Packages for back-up and archival purposes.

AOSS Packages may contain binaries of open source software libraries or other third-party components subject to separate license agreements, which Google will make available to you. You are responsible for complying with the terms of such license agreements.

Except as stated in this Agreement and unless such restriction is expressly prohibited by applicable law, you will not: (a) copy, modify, or create a derivative work of AOSS or any AOSS Package; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of AOSS or non-open source software code components of any AOSS Packages; (c) sell, resell, sublicense, transfer, or distribute any or all of AOSS or any AOSS Packages; or (d) access or use AOSS or any AOSS Package in a manner that violates any applicable laws or regulations, including without limitation any applicable export or re-export control laws or regulations. Notwithstanding the preceding sentence, you may integrate libraries within the AOSS Packages into software programs created or hosted by you, but only if such software programs provide value distinct from the AOSS Packages.

You will not use AOSS or any AOSS Package in any manner that is prohibited with respect to "Services" by the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup), which is incorporated by reference into this Agreement.

The author/copyright holder (whether Google or third parties) of any AOSS Package component maintains such ownership. Except as expressly described herein, this Agreement does not grant or confer either party any rights, implied or otherwise, to any of the other party’s content or intellectual property.

To access AOSS, you will need to set up a service account. Login credentials and other personal data used to create your service account or provided in connection with your use of AOSS will be processed according to our privacy practices available at https://policies.google.com/privacy. You will (a) use commercially reasonable efforts to prevent and terminate any unauthorized access to or use of the service account, AOSS, or AOSS Packages and (b) promptly notify Google of any unauthorized access to or use of the service account, AOSS, or AOSS Packages of which you become aware.

You will not be charged for your use and access to AOSS under this Agreement, and will not be required to enter a payment instrument to access AOSS.

This Agreement takes effect on the Effective Date. Google may cancel this Agreement at any time. Google reserves the right to terminate your access to the AOSS endpoint and all API's used to provide AOSS for any reason at its discretion.

You may terminate this Agreement at any time with written notice by email to customer-support-aoss@google.com.

"Confidential Information" means information that one party (or an affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

You may provide feedback and suggestions about AOSS to Google, and Google and its affiliates may use any feedback or suggestions provided without restriction and without obligation to you.

GOOGLE PROVIDES ACCESS TO AOSS (AS WELL AS AOSS PACKAGES) UNDER THIS AGREEMENT "AS IS" WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.

GOOGLE AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY AND OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR DEPLOYMENT AND USE OF AOSS AND AOSS PACKAGES ON NON-GOOGLE OWNED OR OPERATED PLATFORMS OR ENVIRONMENTS ("NON-GOOGLE PLATFORMS") COMPLIES WITH ANY TERMS AND RESTRICTIONS IMPOSED BY THIRD PARTY PROVIDERS OF SUCH NON-GOOGLE PLATFORMS.

11.1 Liability

GOOGLE DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY COMPONENTS OF AOSS OR AOSS PACKAGES THAT ARE GOVERNED BY SEPARATE LICENSE AGREEMENTS.

NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: LOST PROFITS, REVENUES, GOODWILL, OR SAVINGS; INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES; AND PUNITIVE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GOOGLE NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY AMOUNTS UNDER THIS AGREEMENT IN EXCESS OF $25,000.

THESE LIMITATIONS OF LIABILITY WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF GOOGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

11.2 Indemnity

You will defend and indemnify Google and its affiliates, directors, officers, and employees against any third-party legal or regulatory proceeding to the extent arising from your breach of Section 2 (Software License), Section 3 (Restrictions), or Section 4 (Acceptable Use Policy).

This Agreement does not create any agency, partnership, or joint venture between the parties. Neither party may assign this Agreement without the written consent of the other party, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement, (b) the assigning party has notified the other party of the assignment, and (c) if you are the assigning party, the assignee is established in the same country as you. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect. All claims arising out of or relating to this Agreement or AOSS/AOSS Packages will be governed by California law, excluding that state’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California; the parties consent to personal jurisdiction in those courts. Except as specifically described otherwise in this Agreement, any amendment to this Agreement must be in writing, expressly state that it is amending this Agreement, and be signed by both parties. This Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of this Agreement. The following sections will survive expiration or termination of this Agreement: Section 2 (Software License); Section 3 (Restrictions); Section 5 (Intellectual Property); Section 9 (Confidential Information; Feedback); Section 10 (Disclaimer); Section 11 (Liability & Indemnification); Section 12 (Miscellaneous); and Section 13 (Regional Terms for Latin America).

 If your address included in your contact information or provided to set up its service account or contact information, as applicable, is in Latin America, you agree that provisions related to governing law and venue in Section 12 (Miscellaneous) are replaced as follows:

Governing Law; Arbitration.

(a) Governing Law. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.

(b) Arbitration.

(i) Definitions. "Dispute" means any contractual or non-contractual dispute regarding this Agreement, including its formation, validity, subject matter, interpretation, performance, or termination.

(ii) Settlement. The parties will try in good faith to settle any Dispute within 30 days after a party receives the first notice regarding the Dispute. If the parties are unable to resolve the Dispute within 30 days, either party may refer the Dispute to arbitration in accordance with subsection (iii) below (Arbitration).

(iii) Arbitration. The parties will refer all Disputes to final, binding arbitration under the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules. The arbitration will be conducted in English by one arbitrator, in Santa Clara County, California, USA, which will be the seat of arbitration.

(iv) Confidentiality. The arbitration is confidential information (including the arbitration’s existence and any oral or written information related to it). However, the parties may disclose to a competent court information necessary to execute any arbitral decision, but only if the confidentiality of those materials is maintained in those judicial proceedings.

(v) Non-Monetary Relief. The arbitrator may only issue its award based on law, not in equity.

(vi) Fees and Expenses. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.