Cloud Identity Agreement

This Cloud Identity Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, with offices at Gordon House, Barrow Street, Dublin 4, Ireland (“Google”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the date you click to accept these terms (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click to accept these terms (or, if applicable, do not sign this Agreement). This Agreement governs Customer’s access to and use of the Services.

  1. Services.

    1. Customer Domain Name Ownership. Prior to providing the Services Google may verify that Customer owns or controls the Customer Domain Names. If Customer does not own or control the Customer Domain Names, then Google will have no obligation to provide Customer with the Services.
    2. New Features or Services. Google may make new applications, features or functionality for the Services available from time to time (“New Applications”), the use of which may be contingent upon Customer’s agreement to additional terms. Customer will not be required to use the New Applications in order to use the Services.
    3. Modifications.
      1. Changes to Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer, by either sending an email to the Notification Email Address or alerting Customer through the Admin Console.
      2. Changes to URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to the URL Terms, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer through the Admin Console. If the change has a material adverse impact on Customer and the change is not a result of Google complying with a court order or applicable law, Customer may notify Google within thirty days after being informed of the change that Customer does not agree with the change. If Customer notifies Google as required, then Customer will remain governed by the terms in effect immediately prior to the change until the earlier of: (i) the end of the then-current Term or (ii) 12 months after Google informs Customer of the change, unless the modification to the URL Terms is in response to a court order or to comply with applicable law. If the Agreement renews, it will do so under the updated URL Terms.
      3. Discontinuance of Services. Google will notify Customer if it intends to make a Significant Deprecation. Google will use commercially reasonable efforts to continue to provide the Services without a Significant Deprecation for at least one year after that notification, unless (as Google determines in its reasonable good faith judgment): (i) otherwise required by law or by contract (including if there is a change in applicable law or contract), or (ii) doing so could create a security risk or a substantial economic or technical burden. This policy is the “Deprecation Policy.”
  2. Customer Data Processing, Deletion and Access.

    1. Data Protection Legislation. The parties agree and acknowledge that the Data Protection Legislation will apply to the processing of Customer Personal Data if, for example, the processing is carried out in the context of the activities of an establishment of the Customer (or of an authorized Customer Affiliate) in the territory of an EU Member State.
    2. Controller and Processor. If Data Protection Legislation applies to the processing of Customer Personal Data, then as between the parties, the parties acknowledge and agree that: (a) Customer is the controller of Customer Personal Data under the Agreement; (b) Google is a processor of such data; (c) Customer will comply with its obligations as a controller under the Data Protection Legislation; and (d) Google will comply with its obligations as a processor under the Agreement. If under the Data Protection Legislation a Customer Affiliate is considered the controller (either alone or jointly with the Customer) with respect to certain Customer Personal Data, Customer represents and warrants to Google that Customer is authorized (i) to give the Instructions to Google and otherwise act on behalf of such Customer Affiliate in relation to such Customer Personal Data as described in this Agreement, and (ii) to bind the Customer Affiliate to the terms of this Agreement. Appendix 1 sets out a description of the categories of data that may fall within Customer Personal Data and of the categories of data subjects to which that data may relate.
    3. Processing of Customer Data.
      1. Scope of Processing. Google will process Customer Personal Data in accordance with the Instructions, and will not process Customer Personal Data for any other purpose.
      2. Additional Products. Customer acknowledges that if it installs, uses, or enables Additional Products, the Services may allow such Additional Products to access Customer Data as required for the interoperation of those Additional Products with the Services. This Agreement does not apply to Customer’s use of Additional Products, including the processing of data transmitted to or from such Additional Products. Customer can enable or disable Additional Products. Such Additional Products are not required to use the Services.
    4. Subprocessors.
      1. Subprocessors. Google may engage subcontractors to provide parts of the Services and any related technical support services, subject to the restrictions in this Section 2.4. Information about Subprocessors including their function and location is available at the following URL:, as such URL may be updated by Google from time to time
      2. Subprocessing Restrictions. Google will ensure that Subprocessors only access and use Customer Data in accordance with the terms of the Agreement and that Subprocessors are bound by written agreements that require them to provide at least the level of data protection required by the following, as applicable pursuant to Section 4.2 (Transfers of Data Out of the EEA): (i) any Model Contract Clauses entered into by Google Inc. and Customer (or an authorized Customer Affiliate); and/or (ii) any Alternative Transfer Solution adopted by Google.
      3. Consent to Subprocessing. Customer consents to Google subcontracting the processing of Customer Data to Subprocessors in accordance with the Agreement. If the Model Contract Clauses have been entered into as described above, Customer (or, if applicable, an authorized Customer Affiliate): (i) consents to Google Inc. subcontracting the processing of Customer Data in accordance with the terms of the Model Contract Clauses; and (ii) acknowledges that this constitutes the prior written consent of Customer (or the applicable authorized Customer Affiliate) for the purpose of clause 11(1) of the Model Contract Clauses.
      4. Termination. Google will, at least 15 days before appointing any new Third Party Subprocessor for the Services, inform Customer of the appointment (including the name and location of such subprocessor and the activities it will perform) either by sending an email to the Notification Email Address or via the Admin Console. If Customer objects to Google's use of any new Third Party Subprocessor, Customer may, as its sole and exclusive remedy, terminate this Agreement by giving written notice to Google within 30 days of being informed by Google of the appointment of such subprocessor.
    5. Data Deletion.
      1. Deletion by Customer and End Users. During the Term, Google will provide Customer with the ability to delete Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement. Once Customer deletes Customer Data and such Customer Data cannot be recovered by the Customer (“Customer-Deleted Data”), Google will delete such data from its systems as soon as soon as reasonably practicable within a maximum period of 180 days, unless applicable legislation or legal process prevents it from doing so.
      2. Deletion on Termination. On expiry or termination of the Agreement (or, if applicable, on expiry of any post-termination period during which Google may agree to continue providing the Services), Google will, subject to Section 7.3 (Deletion on Termination for Non-Payment or No Purchase) below, delete all Customer-Deleted Data from its systems as soon as reasonably practicable within a maximum period of 180 days, unless applicable legislation or legal process prevents it from doing so.
      3. Deletion on Termination for Non-Payment or No Purchase. On termination of the Agreement due to Customer breaching its payment obligations or opting not to purchase the Services at the end of a free trial of the Services, Google will delete all Customer Data from its systems within a maximum period of 180 days, unless applicable legislation or legal process prevents it from doing so.
    6. Access to Data.
      1. Access; Export of Data. During the Term, Google will provide Customer with access to and the ability to correct, block and export Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement. To the extent Customer, in its use and administration of the Services during the Term, does not have the ability to correct or block Customer Data as required by applicable law, or to migrate Customer Data to another system or service provider, Google will comply with any reasonable requests by Customer to assist in facilitating such actions to the extent Google is legally permitted to do so and has reasonable access to the Customer Data.
      2. End User Requests. During the Term, if Google receives any request from an End User for records relating to that End User’s personal data included in the Customer Data, Google will advise such End User to submit its request to Customer. Customer will be responsible for responding to any such request using the functionality of the Services.
  3. Services.

    1. Security Measures. Google will take and implement appropriate technical and organizational measures to protect Customer Data against accidental or unlawful destruction or accidental loss or alteration or unauthorized disclosure or access or other unauthorized processing, as detailed in Appendix 2 (the “Security Measures”). Google may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services. Customer agrees that it is solely responsible for its use of the Services, including securing its account authentication credentials, and that Google has no obligation to protect Customer Data that Customer elects to store or transfer outside of Google’s and its Subprocessors’ systems (e.g., offline or on-premises storage).
    2. Security Compliance by Google Staff. Google will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance.
    3. Data Incidents. If Google becomes aware of a Data Incident, Google will notify Customer of the Data Incident, and take reasonable steps to minimize harm and secure Customer Data. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address provided by Customer in connection with the Agreement or, at Google’s discretion, by direct communication (e.g., by phone call or an in-person meeting). Customer acknowledges that it is solely responsible for ensuring the contact information given for purposes of the Notification Email Address is current and valid, and for fulfilling any third party notification obligations. Customer agrees that “Data Incidents” do not include: (a) unsuccessful access attempts or similar events that do not compromise the security or privacy of Customer Data, including pings, port scans, denial of service attacks and other network attacks on firewalls or networked systems; or (b) accidental loss or disclosure of Customer Data caused by Customer’s use of the Services or Customer’s loss of account authentication credentials. Google’s obligation to report or respond to a Data Incident under this Section will not be construed as an acknowledgement by Google of any fault or liability with respect to the Data Incident.
    4. Compliance with Security Standards. During the Term, Google will maintain: (a) an ISO/IEC 27001:2013 Certification or a comparable certification (“ISO 27001 Certification”) for the Services; and (b) conformity of the Services with ISO/IEC 27018:2014 or a comparable standard, as independently verified. Google will make the certificate issued in relation to Google’s ISO 27001 Certification available to Customer.
    5. Customer Audits. If Customer (or an authorized Customer Affiliate) has entered into Model Contract Clauses as described in Section 4.2 of this Agreement, Customer or such Customer Affiliate may exercise the audit rights granted under clauses 5(f) and 12(2) of such Model Contract Clauses: (a) by instructing Google to execute the audit(s) as described in Section 3.4 above; and/or (b) following a request by Customer to the Data Privacy Officer, by executing an audit as described in such Model Contract Clauses.
    6. Additional Business Terms for Audits. Google and Customer (or an authorized Customer Affiliate if applicable) will discuss and agree in advance on: (a) the reasonable date(s) of and security and confidentiality controls applicable to any Customer audit under Section 3.5; and (b) the identity of a suitably qualified independent auditor for any audit under Section 3.5, and the reasonable start date, scope and duration of and security and confidentiality controls applicable to any such audit. Google reserves the right to charge a fee (based on Google’s reasonable costs) for any audit under Section 3.5. Google will provide further details of any applicable fee, and the basis of its calculation, to Customer (or an authorized Customer Affiliate) in advance of any such audit. For clarity, Google is not responsible for any costs incurred or fees charged by any third party auditor appointed by Customer (or an authorized Customer Affiliate) in connection with an audit under Section 3.5. Nothing in this Section 3.6 varies or modifies any rights or obligations of Customer (or any authorized Customer Affiliate) or Google Inc. under any Model Contract Clauses entered into as described in Section 4.2 (Transfers of Data Out of the EEA) of this Agreement.
  4. Services.

    1. Data Storage and Processing Facilities. Google may store and process Customer Data in the United States or any other country in which Google or any of its Subprocessors maintains facilities, subject to Section 4.2 (Transfers of Data Out of the EEA) below.
    2. Transfers of Data Out of the EEA.
      1. Customer Obligations. If the storage and/or processing of Customer Data (as set out in Section 4.1 above) involves transfers of Customer Personal Data out of the EEA and Data Protection Legislation applies to the transfers of such data (“Transferred Personal Data”), Customer acknowledges that Data Protection Legislation will require Customer (or an authorized Customer Affiliate) to enter into Model Contract Clauses in respect of such transfers, unless Google has adopted an Alternative Transfer Solution.
      2. Google Obligations. In respect of Transferred Personal Data, Google will: (i) if requested to do so by Customer, ensure that Google Inc. as the data importer of the Transferred Personal Data enters into Model Contract Clauses with Customer (or an authorized Customer Affiliate) as the data exporter of such data, and that the transfers are made in accordance with such Model Contract Clauses; and/or (ii) adopt an Alternative Transfer Solution, ensure that transfers are made in accordance with such Alternative Transfer Solution and make information available about adoption of such solution.
    3. Data Center Information. Google will make available to Customer information about the countries in which data centers used to store Customer Personal Data are located.
    4. Disclosure of Confidential Information Containing Personal Data. If Customer (or an authorized Customer Affiliate) has entered into Model Contract Clauses as described in Section 4.2 (Transfers of Data Out of the EEA), Google will, notwithstanding any term to the contrary in the Agreement, ensure that any disclosure of Customer's (or, if applicable, an authorized Customer Affiliate's) Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.
  5. Services.

    1. Compliance. Customer must ensure that all use of the Services by Customer and its End Users complies with this Agreement including the Acceptable Use Policy.
    2. Aliases. Customer is solely responsible for monitoring, responding to and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Names but Google may monitor emails sent to these aliases for Customer Domain Names to allow Google to identify Services abuse.
    3. Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Google’s responsibilities do not extend to the internal management or administration of the Services for Customer and that Google is merely a data processor.
    4. Administrator Access; End User Consent.
      1. Administrator Access. Administrators will have the ability to access all of Customer’s End User Accounts, including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts.
      2. Reseller as Administrator. If Customer orders Services via Reseller, Reseller may have Administrator access to Customer’s Account and Customer’s End User Accounts. As between Google and Customer, Customer is solely responsible for: (i) any access by Reseller to Customer’s Account or Customer’s End User Accounts; and (ii) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Services.
      3. End User Consent. Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in this Agreement; and (ii) Google’s provision of the Services to Administrators and End Users.
    5. Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Google of any unauthorized use of, or access to, the Services of which Customer becomes aware.
    6. Restrictions on Use. Unless Google specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell or otherwise make the Services available as a commercial offering to a third party; (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws; or (f) use the Services on behalf of or for the benefit of any entity or person who is prohibited from using the Services by United States laws or regulations. Customer is solely responsible for any applicable compliance with HIPAA.
    7. Support; Service Levels. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Unless Google agrees otherwise in service-specific terms, Google will not provide technical support services or commit to any service levels under this Agreement.
  6. Payment.

    1. Orders via Reseller. If Customer orders the Services from Reseller: (a) any payments will be made directly to Reseller pursuant to the Reseller Agreement; (b) the remaining provisions in this Section 6 (Payment) will not apply; (c) Google will provide to Reseller any refunds or credits that may be due in respect of Customer; and (d) any obligation on the part of Reseller to provide any such refunds or credits to Customer will depend on the terms of the Reseller Agreement.
    2. Invoices. On or after the Billing Start Date, Google will invoice Customer for the Fees for the Services in advance for the Term (as applicable) and for the one-time fees, all of which will be set forth in the Order Form. All Fees are due thirty days from the invoice date. All payments due are in U.S. dollars unless otherwise indicated in an Order Form. Payments made via wire transfer must include the following instructions:

      Bank Name:
      Wells Fargo Bank
      Palo Alto, California USA
      ABA Number:
      Google Inc.
      Account Number:

    3. Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting such delinquent amounts, except where such delinquent amounts are due to Google’s billing inaccuracies.
    4. Purchase Orders.
      1. Required. If Customer wants a Purchase Order number on its invoice, Customer will inform Google and issue a Purchase Order to Google. If Customer requires a Purchase Order, and fails to provide the Purchase Order to Google, then Google will not be obligated to provide the Services until the Purchase Order has been received by Google. Any terms and conditions on a Purchase Order do not apply to this Agreement and are null and void.
      2. Not Required. If Customer does not require a Purchase Order number to be included on the invoice, Customer will provide Google a waiver of the Purchase Order requirement, which may be an email to this effect. If Customer waives the Purchase Order requirement, then: (i) Google will invoice Customer without a Purchase Order; and (ii) Customer agrees to pay invoices without a Purchase Order.
    5. Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Services without any reduction for taxes. If Google is obligated to collect or remit Taxes imposed on Customer, the Taxes will be invoiced to Customer, unless Customer provides Google with a timely and valid tax exemption certificate (or other documentation as required for the exemption) authorized by the appropriate taxing authority. In some jurisdictions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.
    6. Invoice Disputes. Any invoice disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.
  7. Suspension.

    1. Of End User Accounts by Google. If Google becomes aware of an End User’s violation of the Agreement, then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google’s request to Suspend an End User Account, then Google may do so. The duration of any Suspension by Google will be until the applicable End User has cured the breach which caused the Suspension.
    2. Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Google Suspends an End User Account for any reason without prior notice to Customer, at Customer’s request, Google will provide Customer the reason for the Suspension as soon as is reasonably possible.
    3. Suspension for Non-Payment and Delinquent Payment. As of the first date Customer becomes delinquent on Fees owed, Customer’s Account may be Suspended until all delinquent Fees have been paid.
    4. Suspension to Comply with Laws. Google may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law.
  8. Confidential Information.

    1. Obligations. Subject to Section 8.2 (Disclosure of Confidential Information), the recipient will not disclose the discloser’s Confidential Information, except to employees, Affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
    2. Disclosure of Confidential Information.
      1. General. Subject to Section 8.2(b), the recipient may disclose the discloser’s Confidential Information (i) in accordance with a Legal Process or (ii) with the discloser’s written consent.
      2. Notification. Before the recipient discloses the discloser’s Confidential Information in accordance with a Legal Process, the recipient will use commercially reasonable efforts to promptly notify the discloser Google will give notice via the Notification Email Address. The recipient does not need to provide notice before disclosure if the recipient is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person.
      3. Opposition. Recipient will comply with the other party’s reasonable requests opposing disclosure of its Confidential Information.
  9. Intellectual Property Rights; Brand Features.

    1. Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Google owns all Intellectual Property Rights in the Services.
    2. Display of Brand Features. Google may display only those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Service Pages to indicate that the Services are provided by Google. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.
    3. Brand Features Limitation. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
  10. Publicity. In connection with Customer’s use of the Services, (a) Customer may state publicly that it is a Google customer and display Google Brand Features consistent with the Trademark Guidelines and (b) Google may (i) orally state that Customer is a Google customer and (ii) include Customer’s name or Customer Brand Features in a list of Google customers in Google’s online or offline promotional materials. Neither party needs approval if it is using the other party’s name or Brand Features in a manner that is substantially similar to a previously approved manner. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

  11. Representations, Warranties and Disclaimers.

    1. Representations and Warranties. Each party represents that (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable.
  12. Term.

    1. Agreement Term; Auto-Renewal. This Agreement will remain in effect for the Initial Term. At the end of the Initial Term, the Agreement will automatically renew for consecutive terms of twelve months (each a “Renewal Term”), unless either party provides the other party with written notice of its decision not to renew at least 30 days before the beginning of the Renewal Term. This notice of non renewal will be effective upon the conclusion of the Initial Term or then-current Renewal Term, as applicable.
    2. Services and Purchases During Term. Google will provide the Services to Customer during each Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Term will have a prorated term ending on the last day of that Term.
    3. Requesting Additional End User Accounts During Term. Customer may request additional End User Accounts during a Term by contacting its designated Google Account Manager or Reseller, as applicable. For each purchase of additional End User Accounts during a Term, Google or the Reseller as applicable, and Customer will execute an additional Order Form reflecting the purchase.
    4. Revising Rates. Google may revise its rates for the following Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Term.
  13. Termination.

    1. Termination for Cause. Either party may suspend performance or terminate this Agreement if: (a) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (c) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
    2. Effects of Termination. If this Agreement terminates or expires, then: (a) the rights granted by one party to the other will cease immediately (except as set forth in this Section 13.2 and Section 16.12 (Survival)); (b) Customer will not have access to, or the ability to export, the Customer Data after the effective date of termination or expiry of the Agreement; (c) all Fees owed by Customer to Google are immediately due upon receipt of the final invoice; (d) Customer will delete the Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement; (e) Google will delete Customer Data in accordance with the terms of the Agreement; and (f) upon request each party will promptly use reasonable efforts to return or destroy any remaining Confidential Information of the other party.
  14. Services.

    1. Google Indemnification Obligations. Subject to Section 14.4 (Conditions), Google will defend Customer and any of its Affiliates participating under this Agreement (“Customer Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that Customer Indemnified Parties' use in accordance with this Agreement of Google's technology used to provide the Services (excluding any open source software) or of Google's Brand Features infringes the third party's Intellectual Property Rights.
    2. Customer Indemnification Obligations. Subject to Section 14.4 (Conditions), Customer will defend Google and its Affiliates (“Google Indemnified Parties”), and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) Customer Data or Customer Brand Features; (b) Customer’s or an End User’s use of the Services in violation of the Acceptable Use Policy.
    3. Exclusions. This Section 14 will not apply to the extent the underlying allegation arises from: modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party; or combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party.
    4. Conditions. Obligations under Sections 14.1 (Google Indemnification Obligations) and 14.2 (Customer’s Indemnification Obligations) are conditioned on the following:
      1. The indemnified party has promptly notified the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.
      2. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
    5. Remedies
      1. If Google reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Google may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
      2. If Google does not believe the remedies in Section 14.5(a) are commercially reasonable, then Google may suspend or terminate Customer’s use of the impacted Services.
    6. Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations under this Agreement for any third party's Intellectual Property Rights allegations and Third-Party Legal Proceedings.
  15. Limitation of Liability.

    3. Model Contract Clauses Liability Cap. If Customer (or an authorized Customer Affiliate) has entered into Model Contract Clauses as described in Section 4.2 above, then, subject to this Section 15 (including any specific exclusions from any limitation of liability set forth in Section 15.2 (Exceptions to Limitations)), the total combined liability of Google and its Affiliates towards Customer and its Affiliates, on the one hand, and Customer and its Affiliates towards Google and its Affiliates, on the other hand, under or in connection with the Agreement and all the MCCs combined will be limited to the maximum monetary or payment-based liability amount set out in this Section 15.
  16. Miscellaneous.

    1. Notices. Google may provide any notice to Customer under this Agreement by: (a) sending an email to Notification Email Address or by (b) posting a notice in the Admin Console. Customer may provide notice to Google under this Agreement by sending an email to Google’s legal department at Notice will be treated as received when (x) the email is sent, whether or not the other party has received the email or (y) notice is posted in the Admin Console.
    2. Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
    3. Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
    4. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
    5. No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
    6. Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
    7. No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
    8. Third-Party Beneficiaries. Where Google Inc. is not a party to the Agreement, Google Inc. will be a third party beneficiary of Section 2.4(c) (Consent to Subprocessing), Section 3.5 (Customer Audits), Section 3.6 (Additional Business Terms for Audits) and Section 15.3 (Model Contract Clauses Liability Cap) of this Agreement. There are no other third-party beneficiaries to this Agreement.
    9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
    10. Governing Law. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement, but either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.
    11. Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
    12. Survival. The following sections will survive expiration or termination of this Agreement: Section 6 (Payment), Section 8 (Confidential Information), Section 9.1 (Intellectual Property Rights), Section 13.2 (Effects of Termination), Section 14 (Defense and Indemnity), Section 15 (Limitation of Liability), Section 16 (Miscellaneous) and Section 17 (Definitions).
    13. Entire Agreement. This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. For clarity, if Customer has or will enter into the Additional Terms of Service for Managed Google Domains (“Managed Google Domains Terms”), this Agreement supersedes such Managed Google Domains Terms. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
    14. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form; the remainder of this Agreement, excluding the terms located at any URL; and the terms of this Agreement that are located at any URL.
    15. Counterparts. The parties may enter into this Agreement by executing the applicable Order Form, which may be executed in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
  17. Definitions.

    Acceptable Use Policy” means the acceptable use policy for the Services available at, or such other URL as may be provided by Google.

    Account” means Customer’s Google account credentials and correlating access to the Services under this Agreement.

    Account Manager” means the Google business person working with Customer regarding Customer’s purchase of the Services.

    Additional Products” means products, services and applications that are not part of the Services but that may be accessible, via the Admin Console or otherwise, for use with the Services. This Agreement does not govern the use of the Additional Products by Customer or its End Users.

    Admin Account(s)” means the administrative account(s) provided to Customer by Google for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Google will provide to Customer.

    Admin Console” means the online tool provided by Google to Customer for use in reporting, to manage End User Accounts on the Customer domain, and certain other administration functions.

    Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.

    Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

    Agreement” means the combination of the Order Form and this Agreement.

    Alternative Transfer Solution” means a solution, other than the Model Contract Clauses, that ensures an adequate level of protection of personal data in a third country within the meaning of Article 25 of the Directive.

    Billing Start Date” means the date upon which Customer will begin paying Google for the Services.

    Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

    Confidential Information” means information that one party (or Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. 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. Subject to the preceding sentence, Customer Data is Customer’s Confidential Information.

    Customer Data” means content provided to Google via the Services by or at the direction of Customer or End Users.

    Customer Personal Data” means the personal data that is contained within the Customer Data.

    Data Incident” means (a) any unlawful access to Customer Data stored in the Services or systems, equipment or facilities of Google or its Subprocessors, or (b) unauthorized access to such Services, systems, equipment or facilities that results in loss, disclosure or alteration of Customer Data.

    Data Privacy Officer” means Google’s Data Privacy Officer for the Services. The Data Privacy Officer can be contacted by Customer Administrators at: (or via such other means as may be provided by Google). Administrators must be signed in to their Admin Account to use this address.

    Data Protection Legislation” means, as applicable: (a) any national provisions adopted pursuant to the Directive that are applicable to Customer and/or any Customer Affiliates as the controller(s) of the Customer Personal Data; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).

    Directive” means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.

    EEA” means the European Economic Area.

    Effective Date” means the date this Agreement is accepted by Customer.

    Emergency Security Issue” means either: (a) Customer’s or End Users’ use of the Services in violation of the Acceptable Use Policy, in a way that disrupts: (i) the Services; (ii) other customers’ use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) to prevent unauthorized third party access to the Services or data within the Services.

    End Users” means the individuals Customer permits to use the Services.

    End User Account” means a Google-hosted account established by Customer through the Services for an End User.

    Export Control Laws” means all applicable export and reexport control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State, but excluding the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce.

    Fees” means the amounts invoiced to Customer by Google, or Reseller, if applicable, for the Services as described in this Agreement.

    Google Group” means those Google Affiliates involved in provision of the Services to Customer.

    High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

    HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.

    "Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

    Initial Term” means a period of 12 months, unless such other period is specified in an Order Form.

    Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

    Instructions” means Customer’s written instructions to Google consisting of the Agreement, including instructions to Google to provide the Services as set out in the Agreement; and instructions given by Customer, its Affiliates and End Users via the Admin Console and otherwise in its and their use of the Services and any related technical support services.

    Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

    Liability” means any liability, whether under contract, tort, or otherwise, including for negligence.

    Model Contract Clauses” or “MCCs” means the standard contractual clauses (processors) for the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

    Notification Email Address” means the email address(es) designated by Customer in the Admin Console to receive certain notifications from Google. It is Customer’s responsibility to keep the Notification Email Address(es) valid and current.

    Order Form” means an order form, which is the written document provided to Customer by Google or by a Reseller specifying the Services Customer will use under the Agreement.

    Purchase Order” means a Customer-issued purchase order.

    Reseller” means, if applicable, the authorized reseller that sells or supplies the Services to Customer.

    Reseller Agreement” means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.

    Service Pages” mean the web pages displaying the Services to Administrators or End Users.

    Services” means, as applicable, the cloud identity management services provided by Google and used by Customer under this Agreement, which services include Customer’s use of the Admin Console for the management of Google-hosted end user accounts.

    Significant Deprecation” means to discontinue or to make backwards incompatible changes to the Services, where such discontinuation or changes would result in Google no longer enabling Customer to manage End User Accounts.

    Subprocessors” means (a) all Google Group entities that have logical access to and process Customer Personal Data (each, a "Google Group Subprocessor"); and (b) all third parties (other than Google Group entities) that are engaged to provide services to Customer and that have logical access to and process Customer Personal Data (each, a "Third Party Subprocessor").

    Suspend” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

    Taxes” means any duties, customs fees, or taxes (other than Google’s income tax), including indirect taxes such as “goods and services tax” and “value-added tax,” associated with the sale of the Services, including any related penalties or interest.

    Term” means the Initial Term or any renewal term for the applicable Services.

    Third Party Auditor” means a qualified and independent third party auditor, whose then-current identity Google will disclose to Customer.

    "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

    Trademark Guidelines” means Google’s Guidelines for Third Party Use of Google Brand Features, located at:

    URL Terms” means the Acceptable Use Policy.

Appendix 1: Categories of Data and Data Subjects

  1. Categories of Personal Data. Data relating to individuals provided to Google via the Services by or at the direction of Customer or End Users.
  2. Data Subjects. Data subjects include the individuals about whom data is provided to Google via the Services by or at the direction of Customer or End Users.

Appendix 2: Security Measures

As of the Effective Date, Google will take and implement the Security Measures set out in this Appendix to the Agreement. Google may update or modify such Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.

  1. Data Center & Network Security

    1. Data Centers

      Infrastructure. Google maintains geographically distributed data centers. Google stores all production data in physically secure data centers.

      Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow Google to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.

      Power. The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, and 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.

      Server Operating Systems. Google servers use a Linux based implementation customized for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy. Google employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.

      Businesses Continuity. Google replicates data over multiple systems to help to protect against accidental destruction or loss. Google has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

    2. Networks & Transmission

      Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Google transfers data via Internet standard protocols.

      External Attack Surface. Google employs multiple layers of network devices and intrusion detection to protect its external attack surface. Google considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

      Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Google’s intrusion detection involves:

      1. Tightly controlling the size and make-up of Google’s attack surface through preventative measures;
      2. Employing intelligent detection controls at data entry points; and
      3. Employing technologies that automatically remedy certain dangerous situations.

      Incident Response. Google monitors a variety of communication channels for security incidents, and Google’s security personnel will react promptly to known incidents. Google servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.

      Encryption Technologies. Google makes HTTPS encryption (also referred to as SSL or TLS connection) available. Google servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.

  2. Access and Site Controls

    1. Site Controls

      On-site Data Center Security Operation. Google’s data centers maintain an on-site security operation responsible for all physical data center security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor Closed Circuit TV (CCTV) cameras and all alarm systems. On-site Security operation personnel perform internal and external patrols of the data center regularly.

      Data Center Access Procedures. Google maintains formal access procedures for allowing physical access to the data centers. The data centers are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data center are required to identify themselves as well as show proof of identity to on-site security operations. Only authorized employees, contractors and visitors are allowed entry to the data centers. Only authorized employees and contractors are permitted to request electronic card key access to these facilities. Data center electronic card key access requests must be made through e-mail, and require the approval of the requestor’s manager and the data center director. All other entrants requiring temporary data center access must: (i) obtain approval in advance from the data center managers for the specific data center and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data center access record identifying the individual as approved.

      On-site Data Center Security Devices. Google’s data centers employ an electronic card key and biometric access control system that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorized activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorized access throughout the business operations and data centers is restricted based on zones and the individual’s job responsibilities. The fire doors at the data centers are alarmed. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centers connect the CCTV equipment. Cameras record on site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for up to 30 days based on activity.

    2. Access Control

      Infrastructure Security Personnel. Google has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Google’s infrastructure security personnel are responsible for the ongoing monitoring of Google’s security infrastructure, the review of the Services, and responding to security incidents.

      Access Control and Privilege Management. Customer’s Administrators and End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services. Each application checks credentials in order to allow the display of data to an authorized End User or authorized Administrator.

      Internal Data Access Processes and Policies – Access Policy. Google’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process personal data. Google aims to design its systems to: (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. Google employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. LDAP, Kerberos and a proprietary system utilizing RSA keys are designed to provide Google with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Google requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Google’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include password expiry, restrictions on password reuse and sufficient password strength. For access to extremely sensitive information (e.g., credit card data), Google uses hardware tokens.

  3. Data

    1. Data Storage, Isolation & Authentication. Google stores data in a multi-tenant environment on Google-owned servers. Data, the Services database and file system architecture are replicated between multiple geographically dispersed data centers. Google logically isolates data on a per End User basis at the application layer. Google logically isolates each Customer’s data, and logically separates each End User’s data from the data of other End Users, and data for an authenticated End User will not be displayed to another End User (unless the former End User or an Administrator allows the data to be shared). A central authentication system is used across all Services to increase uniform security of data. The Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to End Users for specific purposes. Customer may choose to make use of certain logging capability that Google may make available via the Services, products and APIs. Customer agrees that its use of the APIs is subject to the API Terms of Use. Google agrees that changes to the APIs will not result in the degradation of the overall security of the Services.
    2. Decommissioned Disks and Disk Erase Policy. Certain disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Disk Erase Policy”) before leaving Google’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Disk Erase Policy
  4. Personnel Security

    Google personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Google conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

    Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Google’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (eg., certifications). Google’s personnel will not process Customer Data without authorization.

  5. Subprocessor Security

    Prior to onboarding Subprocessors, Google conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Google has assessed the risks presented by the Subprocessor, then subject always to the requirements set out in Section 2.4(b) (Subprocessing Restrictions) of this Agreement, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.