Cloud Identity Product Schedule

“Customer Information” 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 any 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 must be agreed directly by a Customer with Google, either (i) via acceptance by the Customer when presented by Google online, or (ii) via written agreement between the Customer and Google entered offline.

“Personally Identifiable Information” includes, names, contact information (including, email 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 Services that Google makes available to Partner for resale and/or for Provisioning Services under the Program.

“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; technical support services; and such other services required to administer a Customer's account as Google may require.

“Services” means the applicable Cloud Identity Core Services provided by Google and used by Customer under this Agreement. The Services are as described here: http://cloud.google.com/terms/identity/user-features.html or such other URL as Google may provide.

“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 (1) 12 months later or (2) 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. To obtain access to such Reseller Tools, Partner must have at least one Google Workspace account. Partner may then access the Reseller Console via the administrative panel of its Google Workspace domain.

The Google TOS (as may be amended from time to time in accordance with such TOS) will govern each Customer's access to and use of the Product. Unless Google expressly agrees otherwise in writing, Partner will ensure that each Customer is notified of and accepts the Google TOS, with no alteration or amendment, before the Customer's first log in to 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 the Customer's behalf under the Customer Agreement.

Partner is responsible for providing any applicable SLA remedies directly to each Customer and must require that the Customer request such remedies directly from Partner as described in Section 7 (Customer Agreements) below. Partner agrees to provide the SLA remedies solely as described in the applicable SLA and Google will make such remedies available to Partner to pass through to each Customer in accordance with the applicable SLA.

5.1 The parties agree that Google and Partner will each be a separate processor in relation to any personal data (i) that is subject to the European Data Protection Legislation; and (ii) that Google and Partner, respectively, process on behalf of the Customer in connection with the Agreement. The terms "personal data" and "processor" as used in this section have the meanings given in the European Data Protection Legislation. For the avoidance of doubt, neither Partner nor Google will be acting as the other party's processor.

5.2 Partner agrees that, in addition to disclosing Customer contact details to Google as required under Section 2.7 (Google's Communications with Customers) of the Agreement, Partner may disclose Customer Information to Google as reasonably required for Google to provide technical support to Partner in connection with the relevant Customer's support issues regarding the Product. Partner will not otherwise disclose Customer Information to Google.

5.3 Partner 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. Subject to Section 7.2 (Customer Consent to Disclosure) below, Partner will, at a minimum and without prejudice to Partner's obligations under Section 2.6  (Partner Privacy Compliance) of the Agreement, including the following terms in all Customer Agreements:

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

b. unless Google expressly agrees otherwise in writing, the Customer will accept the Google TOS, with no alteration or amendment, before the Customer's first log in to the Product (or Partner must otherwise receive express authorization from the Customer to accept on the Customer's behalf);

c. the Customer will permit Partner to disclose Customer Information to Google as described in Section 5.2 above, for use by Google in accordance with the Google TOS including applicable confidentiality, data processing and security terms;

d. the Customer is responsible for providing the necessary notices, and obtaining and maintaining any consents, required from End Users to allow Partner and Google to perform their respective contractual obligations to the Customer;

e. the SLA sets out the Customer's sole and exclusive remedy for any failure by Google to meet the SLA, and the Customer must request any such remedies directly from Partner; and

f. Google will only provide technical support directly to the Customer as stated in the Google TOS.

7.2 Customer Consent to Disclosure. Unless and until Partner, using commercially Page 4 reasonable efforts, is able to include the terms described in Section 7.1(c) above in all Customer Agreements, Partner will, before disclosing any Customer's Customer Information to Google for technical support purposes as described in Section 5.2 above, obtain specific written permission from that Customer for that disclosure

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. The terms of Google's then-current Payment Plans will be stated at the following URL: https://support.google.com/work/reseller/answer/6182412. Updates or modifications to these Payment Plan terms will only apply prospectively to new Order Forms.

9.1 Google may elect, at its discretion, whether to offer a Wind Down Period if this Agreement is terminated for cause. For clarity, any termination of this Agreement under Section 8.5 (Credit Hold; Suspension; Termination) or Section 12.4 (Termination Due to Applicable Law; Violation of Laws) of the Agreement will be considered termination for cause for purposes of this Section 9.

9.2 If either party gives notice of termination of the Agreement for reasons other than for cause as permitted under the Agreement, or if Google elects to offer a Wind Down Period as described in Section 9.1 above in the event the Agreement is terminated for cause, 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 any Product not previously purchased by such Customers;

b. unless otherwise agreed by Google, at its 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 stated in this Section 9, 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.