Cloud Identity Product Schedule

“Customer Data”means: (a) any data received by Partner from, or maintained by Partner on behalf of, a Customer, its Affiliates and/or its End Users in connection with the resale of the Product and/or supply of Provisioning Services, including Personally Identifiable Information and End User passwords; and (b) any Product administrative accounts accessed by Partner in connection with the resale of the Product and/or supply of Provisioning Services, and any passwords for such accounts.

“Google TOS” means those terms of service that govern use of the Product and that must be entered into directly between Google and Customer, prior to Customer’s first log in to the Product, either (i) via acceptance by Customer when presented by Google online, or (ii) by written agreement between Google and Customer offline.

“Personally Identifiable Information” includes, without limitation, names, contact information (including, without limitation, e-mail addresses, postal addresses and telephone numbers), government identification numbers, financial account numbers, payment card information, transaction information, credit report information, biometric information, IP addresses, network and hardware identifiers, protected health information, geolocation information, and any other information about individual persons or their use of the Product.

“Product(s)” means only the Cloud Identity Services that Google makes available to Partner for resale and/or for Provisioning Services under the Program, as further described at the following URL: https://cloud.google.com/terms/identity/na_terms (as the content at such URL and the URL itself may be updated or modified by Google from time to time).

“Provisioning Services” means the following services relating to the Product: Customer account activation services, including administrative account setup and placing initial orders for End Users; managing additional Customer orders; suspending either a domain owned by a Customer (as such domain is specified during the signup process for use of the Product) or individual End User accounts; and providing such other services required to administer a Customer’s account as Google may require.

“SLA” means any SLA or Service Level Agreement defined in the Google TOS.

“Wind Down Period” means the period beginning on the effective date of a notice of termination given by either party under the Agreement and ending 12 months thereafter or when a party notifies the other party that no Order Form for the Product is in effect, whichever occurs first.

Partner is responsible for supplying Provisioning Services to Customers using certain Reseller Tools (including the Reseller Console) which Google will provide. In order to obtain access to such Reseller Tools, Partner must have at least one G Suite account. Partner may then access the Reseller Console via the administrative panel of its G Suite domain.

The Google TOS will govern each Customer’s access to and use of the Product. Partner will ensure that Customer is notified of and accepts the Google TOS, with no alteration or amendment (unless otherwise expressly agreed in writing by Google), prior to logging into the Product. Partner will: (a) not accept (or allow any other third party to accept) the Google TOS on behalf of any Customer; and (b) not accept (or allow any other third party to accept) separate terms of service on behalf of any Customer for use of other Google services; except where in each of the foregoing cases Partner has been expressly authorized to do so on Customer’s behalf under the Customer Agreement.

Partner is responsible for providing any applicable SLA remedies directly to Customer and must require that Customer request such remedies directly from Partner as described in Section 7 below. Partner agrees to provide the SLA remedies solely as described in any applicable SLA.

This Section applies to Partner’s obligations to protect the confidentiality and security of Customer Data.

a. The parties agree that to the extent the EU Directive applies in relation to personal data included in Customer Data: (i) Google and Partner will each be a data processor with respect to such personal data and the relevant Customer will be the data controller, and (ii) the terms “controller”, “processed”, “processor” and “personal data”, as used in this Section 5, will have the meanings given to them in the EU Directive.

b. Partner agrees that, unless otherwise agreed in an applicable Customer Agreement:

i. its obligations set out in Section 2.8 of the Agreement (Processing personal data on Customers’ behalf) with respect to personal data processed by Partner on a Customer’s behalf will apply to all Customer Data;

ii. it will not disclose Customer Data except to employees, agents and contractors who need to know it; and

iii. for the avoidance of doubt, it will only change or reset Customer or End User passwords if and/or as instructed by the relevant Customer.

Without prejudice to Partner’s right (if any) to suspend provision of Partner’s own products or services, Partner may only suspend provision of the Product to a Customer if:

a. the Customer breaches its payment obligations under the Customer Agreement, and

b. the Customer Agreement allows for suspension of the Product in those circumstances.

7.1 Customer Agreement Requirements. At a minimum, Partner will include terms in the Customer Agreement that address the following:

a. Partner, Google and Customer are independent contractors with respect to the resale of the Product;

b. Customer must accept the Google TOS prior to accessing or using the Product (or Partner must otherwise receive express authorization from Customer to accept on Customer’s behalf);

c. Partner is the processor of any personal data processed by it on Customer’s behalf, and Customer is the controller of any such data, as the terms “controller”, “processed”, “processor” and “personal data” are defined in the EU Directive;

d. Customer is responsible for obtaining and maintaining any consents required from End Users to allow Partner to perform its obligations under the Customer Agreement;

e. if Google fails to comply with the SLA, Customer will only be eligible to receive those remedies set out under the Google TOS and must request such remedies directly from Partner; and

f. Google will only provide customer support to Customers in accordance with the Google TOS.

If Google elects to collect payment for the Product, Partner must select a Payment Plan (as defined in the Agreement) during the Order Form submission process. If applicable, the terms of Google’s then-current Payment Plans will be set forth at the following URL: https://support.google.com/work/reseller/answer/6182412) (as the content at such URL and the URL itself may be updated or modified by Google from time to time). Updates or modifications to these Payment Plan terms will only apply prospectively to new Order Forms.

Google may elect, in its sole discretion, whether or not to offer a Wind Down Period in the event this Agreement is terminated for cause. If either party gives notice of termination of this Agreement for reasons other than for cause as permitted under this Agreement, the Agreement will remain in force solely to the extent required to govern the Wind Down Period, except that during such period the Agreement will be modified by the following additional terms which will prevail over any conflicting terms in the body of the Agreement (i.e., excluding this Product Schedule), the Program Guide or the Payment Plan Guide:

a. Partner may accept orders for existing Customers (under existing domains) to add End Users for the same Product for a pro-rated term during the Wind Down Period but, unless otherwise agreed by Google, Partner may not accept orders for the Product from new Customers and/or accept new orders for existing Customers for Products not previously purchased by such Customers;

b. unless otherwise agreed by Google in its sole discretion, no existing annual commitment orders may be renewed and all existing flexible commitment orders must be transferred to Google or another Authorized Reseller within 30 days of the effective date of termination; and

c. the “Effects of Termination” section of the Agreement will not apply to the extent required for both parties to perform Wind Down Period obligations as set out in this Section 8, except that upon the completion of the Wind Down Period such “Effects of Termination” section will immediately apply in its entirety and for clarity no additional Wind Down Period will apply thereafter.