These definitions are incorporated into the agreement under which Google has agreed to provide Mandiant Consulting Services (as described at https://cloud.google.com/terms/secops/services) to Customer (the “Agreement”). These definitions are incorporated by reference into the Agreement and will have the same meaning and effect as if fully set forth in the Agreement.
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
“Background IP” means all Intellectual Property Rights owned or licensed by a party (a) before the effective date of the applicable Order Form or (b) independent of the Services.
“Brand Features” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features.
“Branding Guidelines” means Google’s then-current Google branding guidelines at https://services.google.com/fh/files/misc/external_customer_co_branding_eligibility.pdf, as may be updated by Google from time to time.
“Cloud Data Processing Addendum” means the then-current terms describing data processing and security obligations with respect to Customer Data, at https://cloud.google.com/terms/secops/data-processing-addendum.
“Confidential Information” means information that one party or its Affiliate (“Disclosing Party”) discloses to the other party (“Recipient”) under or in connection with the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is Customer’s Confidential Information. Confidential Information does not include information that is independently developed by the Recipient, is shared with the Recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the Recipient.
“Control” means control of greater than 50% of the voting rights or equity interests of an entity.
“Covered Affiliate” means a Customer Affiliate that uses the Services under the Agreement.
“Customer Data” means data provided by or on behalf of Customer to Google in connection with receiving the Services.
“Customer Indemnified Materials” means Customer Data, Customer Background IP and any other information, materials, or technology provided to Google by Customer in connection with the Services (in each case, excluding any open source software) and (b) Customer Brand Features. Customer Indemnified Materials do not include Google Technology or Deliverables.
“Delegates” means the Recipient’s and its Affiliates’ respective employees, agents, subcontractors, and professional advisors.
“Deliverables” means written reports that are created specifically for Customer as a result of the Services provided under the Agreement.
“Effective Date” means the date of the last party’s signature of the Agreement.
“Fees” means the product of the amount of Services and Software used or ordered by Customer multiplied by the Prices, plus any reimbursable expenses and Taxes (if applicable).
“Google Indemnified Materials” means the Services and Google’s Brand Features.
“Google Technology” means (a) Google Background IP; (b) all Intellectual Property and know-how applicable to Google products and services; (c) Indicators of Compromise; and (d) tools, code, algorithms, modules, materials, documentation, reports, and technology developed in connection with the Services that have general application to Google’s other customers, including derivatives of and improvements to Google’s Background IP. Google Technology does not include Customer Background IP or Customer Confidential Information.
"Indicators of Compromise" or "Indicators" means specifications of anomalies, configurations, or other conditions that Google can identify within an information technology infrastructure, used by Google in performing the Services.
“including” means including but not limited to.
“Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party, and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
“Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
“Notification Email Address” means the email address(es) designated by Customer in the Order Form, or if none exists, the email address for Customer’s primary contact.
“Order Form” means an order form, statement of work, or other ordering document issued by Google under the Agreement and executed by Customer and Google specifying the Services Google will provide to Customer.
“Payment Due Date” means the payment due date set out in the applicable Order Form, or if not specified, 30 days from the invoice date.
“Personnel” means a party’s and its Affiliates’ respective directors, officers, employees, agents, and subcontractors.
"Prices" means the prices for the Services and Software, as described in an Order Form or amendment to this Agreement.
“SecOps Service Specific Terms” means the then-current General Service Terms and Sections 2(c)(v)(3), 2(c)(v)(4), 2(c)(x), and 2(c)(xii) of the Mandiant Consulting Service Terms, at https://cloud.google.com/terms/secops/service-terms. For the avoidance of doubt, and except as expressly stated otherwise in the Agreement, the remaining Service Terms in the SecOps Service Specific Terms will not apply to the Agreement.
“Services” means the then-current Mandiant Consulting services described at https://cloud.google.com/terms/secops/services or in an applicable Order Form, excluding any Third-Party Offerings and Training Services.
"Software" means any downloadable tools, software development kits, or other such computer software provided by Google for use in connection with the Services, and any updates Google may make to such Software from time to time, excluding any Third-Party Offerings.
“Suspend” or “Suspension” means disabling or limiting access to or use of the Services or components of the Services.
“Taxes” means either:
(i) If Customer’s billing address is in North America: All government-imposed taxes, except for taxes based on Google’s net income, net worth, asset value, property value, or employment;
(ii) If Customer’s billing address is in Europe, the Middle East, and Africa: Any duties, customs fees, or taxes (other than taxes on Google’s net income), including indirect taxes such as goods and services tax and value added tax, associated with the purchase of the Services, and any related penalties or interest;
(iii) If Customer’s billing address is in Asia Pacific: All government-imposed taxes, as per the applicable law associated with the rendering and performance of the Services, including but not limited to any duties, customs duties, and any direct or indirect taxes, including any related penalties or interest, except for taxes based on Google’s profit; or
(iv) If Customer’s billing address is in India: All taxes as per the applicable law including but not limited to any duties, or taxes (other than income tax on income), including indirect taxes such as goods and services tax (“GST”) or the taxes associated with the purchase of the Services.
“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).
“Third-Party Offerings” means (a) third-party services, software, products, and other offerings, and (b) third-party operating systems.
“Training Services” means education and certification services related to products and services for individual users, as more fully described in an applicable Order Form. Training Services do not include Deliverables.
“URL” means a uniform resource locator address to a site on the internet.
“URL Terms” means the Cloud Data Processing Addendum and the SecOps Service Specific Terms.
