1. Google Workspace Components. Customer’s use of the Google Workspace Components (as defined in the Services Summary of this Agreement) are subject to any applicable provisions of the then-current Google Workspace Service Specific Terms as described at https://workspace.google.com/intl/en/terms/service-terms/, which provisions are incorporated by reference into this Agreement.
2. Pre-General Availability Offerings Terms. Google may make available to Customer, including via a Test Application (as defined below), pre-general availability Cloud Identity features, services, or software that are identified as "Early Access," "Alpha," "Beta," "Preview," "Experimental," or a similar designation in the Admin Console, Cloud Identity Services Summary, related documentation or materials, or a Test Application (collectively, "Pre-GA Offerings"). While Pre-GA Offerings are not Services, Customer's use of Pre-GA Offerings is subject to the terms of the Agreement applicable to Services, as amended by this Section 2.
2.1 Access to and Use of Pre-GA Offerings.
(a) Test Applications. Customer may access certain Pre-GA Offerings via the Admin Console. In order to use other Pre-GA Offerings, Customer must apply to be a test user by submitting the application available via the Admin Console or otherwise from Google ("Test Application(s)"). If accepted as a test user (based on Google's then-current domain level requirements for test users), Google will make that Pre-GA Offering available for use by Customer. Additional terms ("Specific Test Terms") may apply to a Pre-GA Offering and, if applicable, will be provided by Google via the Test Application or otherwise in writing before any use by Customer. Any Test Application and Specific Test Terms are incorporated into this Section 2.
(b) Use of Customer Test Data. Subject to Sections 2.1(c) (Use Restriction for Government Customers) and 2.1(d) (Use Restriction for Protected Health Information) below, Google may, and Customer will (including by collecting or providing any required consents or notices) ensure that Google may use any Customer Data (including Customer Personal Data) submitted, stored, sent or received via any Pre-GA Offerings by Customer or its End Users ("Customer Test Data") to provide, test, analyze, develop and improve those Pre-GA Offerings and any Google products and services used with them without any restriction or obligation to Customer, any End User or any third party, other than as stated in the Agreement's confidentiality provisions and below.
If Customer has accepted or the parties have otherwise agreed to Google's then-current terms describing data protection and processing obligations with respect to Customer Data as stated at https://cloud.google.com/terms/data-processing-addendum (the "Cloud Data Processing Addendum" or "CDPA" ), the CDPA will apply to Pre-GA Offerings as "Services" for purposes of the CDPA and, for clarity, this Section 2 will form part of the "Agreement" referred to in Section 5.2 (Compliance with Customer's Instructions) of the CDPA, subject to the following amendments:
(i) Customer acknowledges that, for purposes of Section 6.1 (Deletion by Customer) of the CDPA and to the extent permitted by applicable law, the functionality of the Pre-GA Offerings may not allow deletion of Customer Test Data during the period during which Customer is permitted to use the Pre-GA Offering ("Pre-GA Term"), but that Customer Test Data will be deleted upon expiration of the Term in accordance with Section 6.2 (Return or Deletion When Term Ends) of the CDPA;
(ii) Unless stated otherwise in Specific Test Terms: (A) information about Subprocessors (as defined in the CDPA) engaged in relation to Pre-GA Offerings, including their functions and locations, will be made available in writing by Google upon request from Customer; and (B) Google will inform Customer of the engagement during the Pre-GA Term of any new third party Subprocessor engaged by Google in relation to Pre-GA Offerings (including the name and location of the Subprocessor and its activities) by sending an email to the Notification Email Address before the Subprocessor starts processing any Customer Test Data. Customer may, as its sole and exclusive remedy if Customer objects to the Subprocessor, cease using the applicable Pre-GA Offering.
(c) Use Restriction for Government Customers. Unless authorized in writing by Google, the following customers may only use test or experimental data with Pre-GA Offerings and are prohibited from using any "live" or production data in connection with Pre-GA Offerings: U.S. or other government customers, including federal, national, state, provincial, or local government or regulatory entities or agencies and excluding customers that are educational institutions.
(d) Use Restriction for Protected Health Information. Customer may not use Pre-GA Offerings to process Protected Health Information as defined in HIPAA.
2.2 Change, Suspension, or Discontinuance. Pre-GA Offerings (including any of their features) may be changed, suspended or discontinued at any time without prior notice to Customer.
2.3 Disclaimer. PRE-GA OFFERINGS ARE PROVIDED 'AS IS', WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND ARE NOT COVERED BY ANY SLA OR GOOGLE INDEMNITY. Except as otherwise indicated in Specific Test Terms for a given Pre-GA Offering, Pre-GA Offerings are not covered by TSS.
2.4 Liability. Google will not be liable for any amounts in excess of the lesser of (A) the limitation on the amount of liability stated in the Agreement or (B) $25,000. Nothing in the preceding sentence will affect exclusions from any limitation of liability in the Agreement with respect to the following: (1) death or personal injury resulting from negligence, (2) fraud or fraudulent misrepresentation, (3) infringement of the other party’s Intellectual Property Rights, or (4) matters for which liability cannot be excluded or limited under applicable law.
2.5 Termination. Google may terminate Customer's use of a Pre-GA Offering at any time with written notice to Customer, including to allow other customers to use that Pre-GA Offering.
3. Price Change Rationale. To the extent Google has a right to modify Prices under the Agreement, it may have various reasons for doing so, including (for example, and without limitation): (a) changes in Google's underlying costs for developing, providing, maintaining, and/or selling the Services, such as costs related to hardware, software licenses, energy, labor, and data center infrastructure; (b) enhancements, modifications, or changes to the nature, features, or functionality of the Services, including the introduction of new services or capabilities; (c) prevailing market conditions, including competitive pressures, inflation, deflation, or currency exchange rate fluctuations; (d) changes in applicable laws, regulations, taxes, or other compliance requirements that impact the cost or manner of delivering the Services; (e) the evolution of technology and industry standards affecting the Services; and (f) changes to costs payable by Google to third parties.
4. Resold Customers. This Section 4 (Resold Customers) applies only if (a) Customer orders the Services from a Reseller under a Reseller Agreement (such Services, "Resold Services") and (b) Customer has a direct agreement with Google to provision those Resold Services.
4.1 Additional Definitions
“Reseller” means, if applicable, the authorized unaffiliated third-party reseller that sells the Services to Customer.
“Reseller Agreement” means, if applicable, the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
“Reseller Fees” means the fees (if any) for Services used or ordered by Customer as agreed in a Reseller Agreement, plus any applicable Taxes.
“Reseller Order” means, if applicable, an order form issued by a Reseller and executed by Customer and the Reseller specifying the Services Customer is ordering from the Reseller.
4.2 Applicable Terms. For the purposes of Resold Services:
(i) The Section of the Agreement entitled “Payment Terms” will not apply, nor will any provisions in the applicable Service Specific Terms relating to billing, invoicing, or payment;
(ii) Reseller Fees will apply and be payable directly to Reseller, and all prices for Resold Services will be solely determined between Reseller and Customer;
(iii) Google will provide to Customer the Resold Services described in the Reseller Order to the extent that there is a valid and binding order for such Services between Google and Reseller;
(iv) Customer will receive any applicable SLA credits or monetary refunds described in this Agreement from Reseller only (and Customer must notify Reseller if Google fails to meet any SLA);
(v) Notwithstanding Google’s support obligations in the TSS Guidelines, Google will not provide any support to Customer unless (A) Customer orders TSS from Google directly or (B) Reseller orders TSS from Google on behalf of Customer, and such TSS entitlement requires Google to provide TSS directly to Customer. All other support (if any) will be provided to Customer by Reseller in accordance with the Reseller Agreement, subject to Section 4.6 (Reseller Technical Support);
(vi) In the event of termination of this Agreement, Google will send Reseller (and not Customer) the final invoice (if applicable) for payment obligations related to Resold Services. Customer will notify (A) Reseller of any termination of this Agreement and (B) Google of any termination of the Reseller Agreement;
(vii) Any renewal(s) of the Resold Services and/or any Reseller Order will be as agreed between Customer and Reseller;
(viii) If Reseller fails to pay an undisputed invoice for Resold Services to Google due to Customer's failure to pay Reseller, Google may Suspend Customer's access to the Services;
(ix) The Resold Services require linking to the Reseller's billing account in order to be billed by the Reseller. Customer acknowledges and agrees that, if Google’s agreement with the Reseller or Customer’s Reseller Agreement is terminated or expires, then unless (1) the Resold Services are relinked to another Reseller’s billing account or (2) Customer purchases such Services directly from Google (in which case this “Resold Services” section will no longer apply), Google may suspend Customer’s access to the Resold Services.
(x) “Order Term,” as it is used in this Agreement, means the period of time starting on the Services Start Date or the renewal date (as applicable) for the Resold Services and continuing until the expiration or termination of the applicable Reseller Order; and
(xi) “Services Start Date,” as it is used in this Agreement, means either the start date described in the Reseller Order or, if none is specified in the Reseller Order, the date Google makes the Resold Services available to Customer.
4.3 Liability Cap. For the purposes of the section of the Agreement titled “Limitation on Amount of Liability”, where the event giving rise to Liability is a breach of this Agreement or otherwise arises in connection with the Resold Services, “Fees” as it is used in that Section means “Reseller Fees”. If Customer or Google brings a claim under the Agreement, then, for the purposes of establishing the Liability cap under the section of the Agreement titled “Limitation on Amount of Liability”, upon Google's request, Customer will (i) promptly disclose to Google the amount of any Reseller Fees paid or payable under the Reseller Agreement; (ii) consent to Reseller disclosing such amount to Google, notwithstanding Reseller's confidentiality obligations under the Reseller Agreement; and (iii) procure any consents necessary to enable Customer's or Reseller's disclosure under this Section 4.3 (Liability Cap). Subject to the section of the Agreement titled “Unlimited Liabilities”, Google will not be liable for damages under this Agreement to the extent Customer has claimed damages from Reseller in respect of the same event or series of events.
4.4 Sharing Confidential Information. Google may share Customer Confidential Information with Reseller as a Delegate subject to the section of the Agreement titled “Confidentiality” or “Confidential Information”.
4.5 Reseller-Customer Relationship. At Customer’s discretion, Reseller may access Customer’s Account. As between Google and Customer, Customer is solely responsible for (i) any access by Reseller to Customer's Account; and (ii) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Resold Services. Google will not have any Liability arising out of a Reseller’s (A) suspension or termination of Customer’s access to the Services; (B) access to and visibility of Customer’s Account and Customer’s Account’s billing-related metadata; or (C) offering or provisioning of Reseller or third party products or services.
4.6 Reseller Technical Support. Customer acknowledges and agrees that Reseller may disclose Customer and End User personal data to Google as reasonably required for Reseller to handle any support issues that Customer escalates to or via Reseller.
