1. Definitions
a."VASI Services" (formerly known as "Discovery Solutions") are all Services listed under "Vertex AI Search for Industry" in the Services Summary (available at https://cloud.google.com/terms/services), including all Services offered under the Retail API and Recommendation Engine API, as well as Services that are described as part of "Vertex AI Search for Industry" in applicable product documentation or as otherwise communicated to Customer by Google.
b. "VASI Data" means Customer Data submitted to and received from the VASI Services, consisting of user events, catalog data, and other inputs and outputs. If Customer has opted into this Addendum for the purposes of providing Customer Data submitted to and received from Vertex AI Search, the "VASI Data" also includes such Customer Data. For the avoidance of doubt, Vertex AI Search is not a VASI Service.
c. "Google Cloud Platform Agreement" means the agreement between the parties governing Customer's use of Google Cloud Platform Services.
d. "Proof of Concept Engagement" means an engagement between Customer and Google designed to evaluate and improve the efficacy of one or more VASI Services.
e. "Purpose" has the meaning stated in Section
2. Data Use
a. Overview. Google may access VASI Data to sample model inputs and results to (i) ensure that the results are contextually relevant and high quality for Customer, (ii) diagnose issues and validate model performance for Customer, (iii) conduct Proof of Concept Engagement(s) requested by Customer and approved in writing in advance by Google; and Google may use the learnings gained in connection with such sampling in (i) through (iii) (but may not use the VASI Data itself) to maintain, improve, and develop machine learning architectures, model development technologies, indexing technologies, and other technologies used in VASI Services ((i) - (iv) collectively, the "Purpose"). The preceding sentence does not give Google permission to use VASI Data to train or fine-tune AI/ML models that are made available to other customers.
b. Ownership. Google will own all improvements and developments and any associated intellectual property resulting from its sampling under subsection (a) above. Such improvements and developments will not (i) include Customer Data (without limiting Google’s access to or use of Customer Data as permitted under the Google Cloud Platform Agreement) or (ii) involve the use of Customer Data to train models that are made available to other customers.
c. Instructions to Process VASI Data. Customer hereby instructs Google to process the VASI Data for the Purpose.
d. Consent. Customer hereby consents to Google sharing the VASI Data with Affiliates, third party vendors and contractors of Google, in each case who are bound by non-disclosure agreement(s), for the Purpose. If at any point Customer no longer wishes to have VASI Data processed in accordance with the Purpose, Customer must delete the VASI Data in all Projects. Subject to any applicable retention and deletion policies referred to in subsection (e) Proof of Concept Engagements), Google will enable Customer to delete the VASI Data in accordance with the Google Cloud Platform Agreement.
e. Proof of Concept Engagements. The applicable retention and deletion policies with respect to VASI Data for each Proof of Concept Engagement will be provided to Customer by Google via email or documentation, or upon Customer request. Customer or Google may end any Proof of Concept Engagement upon 30 days’ written notice to the other party.
3. Feedback. Customer acknowledges and agrees that Google may use any feedback or suggestions in relation to VASI Services, including notes, learnings, or feature recommendations given to Google as part of a Proof of Concept Engagement, as permitted under the "Feedback" or "Customer Feedback" Section of the Google Cloud Platform Agreement.
4. Miscellaneous.
a. No Agency. No agency, partnership, or joint venture is established between the parties. This Addendum is controlled by the same governing law as set forth in the Google Cloud Platform Agreement.
b. Additional Terms. In the event of a conflict between the terms of the Google Cloud Platform Agreement and this Addendum, with respect to its subject matter, this Addendum will control.
c. Termination of Prior Addendum. If Customer has previously agreed to a prior version of this Addendum pertaining to Vertex AI Search for Industry ("Prior Addendum"), then upon agreeing to this Addendum that Prior Addendum will terminate and this Addendum will apply going forward.
d. Survival. Sections 2.b (Ownership) and 3 (Feedback) will survive the termination or expiration of the Google Cloud Platform Agreement or this Addendum.
e. Pre-GA Offerings. For clarity, if indicated as such in the applicable documentation, Services Summary, or elsewhere, certain features and functions of VASI Services and Vertex AI Search are Pre-GA Offerings, as defined in the "Pre-GA Offerings Terms" in the "General Service Terms" section of the Google Cloud Platform Service Specific Terms (available at https://cloud.google.com/terms/service-terms). As set out in those terms, except as otherwise expressly indicated in a written notice or the documentation for a given Pre-GA Offering, the Cloud Data Processing Addendum does not apply to Pre-GA Offerings and Customer should not use any Pre-GA Offerings that are part of VASI Services or Vertex AI Search to process personal data or other data subject to legal or regulatory compliance requirements. Once a VASI Service or Vertex AI Search offering is made generally available by Google, the Pre-GA Offerings Terms will no longer apply to that feature or function but this Addendum will continue to apply.
