Google Cloud Marketplace Product Specific Terms

If Your Product is a Professional Services Product, the following terms apply in addition to all terms in the Agreement:

a. You acknowledge that (i) Professional Services Products may be sold through the Marketplace only under transactions for which you have appointed Google or the applicable Google Affiliate as your Payment Agent in accordance with Section 2.1 of the Agreement; (ii) only Professional Services Products that have been specifically approved by Google under Section 1 of the Agreement may be listed on the Marketplace and all Professional Services Products must be sold under the Professional Services product type; (iii) Professional Services Products may be listed on the Marketplace only if they support or enable the Customer’s use of another Product on the Marketplace or GCP; (iv) Professional Services Products must be provided to Customers remotely and may not include Your personnel’s (including Your subcontractors’) physical presence at the Customer’s premises; and (v) each Professional Services Product constitutes a “Product” under the Agreement. For each listing and/or Private Offer for Professional Services, You will provide to Google a statement of work describing the Professional Services to be performed by You or on Your behalf for the Customer and the applicable Customer Charges (“SOW”). You may also elect, but are not required, to provide a Product EULA applicable to Your Professional Services Product. Without limiting Section 10.1 of the Agreement, with respect to Professional Services Products and subject to Sections 10.2 through 10.4 of the Agreement, You will defend Google and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from any claims by your employees, agents, consultants, subcontractors, or other third parties performing services on your behalf relating to workers compensation or other benefits.

b. If Your Professional Services Product is to be charged on a usage basis (for example, where the Customer Charges will be based on time spent and/or cost of materials incurred by You in providing the Professional Services Product to the Customer), then You will comply with the UBB Product terms in Section 6 of these PSTs. 

c. The following Sections or provisions of the Agreement do not apply to Professional Services Products: 2.2 (Merchant of Record Transactions); 5.1 (License to Google); 5.2 (License to Customers); and 13 (Google as Merchant of Record).

d. You grant Google a limited, non-exclusive, sublicensable (solely to Google’s Affiliates) license to use, distribute, reproduce, and publicly perform, and display all Vendor Brand Features related to Professional Services Products solely to (a) operate the Marketplace, including enabling Customer discovery, purchase, acquisition, enablement, and use of of such Products; and (b) market such Products and the Marketplace.

e. As used in this Section 1 of these PSTs, “Professional Services Product” means services that are performed by Your personnel or personnel of Your subcontractor for the benefit of a Customer, such as assessments of Customer’s IT environment, implementation or configuration of software products, customer and technical support of software products, and training of Customer personnel on the use of software products.

If Your Product is a Dataset Product, the following terms apply in addition to all terms in the Agreement:

a. You acknowledge that Your Dataset Product may be sold through the Marketplace only under transactions for which you have appointed Google or the applicable Google affiliate as your payment agent in accordance with Section 2.1 of the Agreement.

b. You represent and warrant to Google that Your Dataset Product does not contain any "personally identifiable sensitive data" (as such term is defined in the Protecting Americans’ Data from Foreign Adversaries Act of 2024), and You will defend and indemnify Google and its Affiliates, under the terms of Section 10.1 of the Agreement, for any breach of this representation and warranty. 

c. As used in this Section of these PSTs, “Dataset Product” means a Product that delivers a collection of data, or makes such collection accessible or available, to a Customer.

If Your Product is a Healthcare Product, the following terms apply in addition to all terms in the Agreement:

a. You acknowledge that Your Healthcare Product may be sold through the Marketplace only under transactions for which you have appointed Google or the applicable Google Affiliate as Your Payment Agent in accordance with Section 2.1 of the Agreement.

b. You represent and warrant to Google that (i) You have, and will maintain, all authorizations, registrations, and approvals that are legally required to list Your Healthcare Product on the Marketplace, and to market and sell Your Healthcare Product in accordance with its authorized intended use to Customers in those Customers’ jurisdictions; and (ii) Your advertising, marketing, and promotion of, and your general statements concerning, Your Healthcare Product, and the Product EULA applicable to Your Healthcare Product comply with Applicable Laws. Without limiting Section 10.1 of the Agreement and subject to Sections 10.2 through 10.4 of the Agreement, You will defend Google and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from any breach of this Section of these PSTs. 

c. With respect to Healthcare Products, the definition of “Applicable Laws” includes written regulatory guidance issued by applicable regulatory authorities.

d. As used in this Section 3 of these PSTs, “Healthcare Product” means a Product that is (i) used in or related to (a) the provision of healthcare, pharmaceutical, or biotechnology services or (b) the treatment or diagnosis of a health condition or physiological occurrence; and (ii) required to be registered with, or authorized or approved by, federal, state, local, or international governmental or non-governmental regulators of such products or services within the jurisdictions in which they will be marketed or sold or are intended to be used.

If Your Product is an AI/ML Model, the following terms apply in addition to all terms in the Agreement:

a. By listing Your AI/ML Model on the Marketplace, You acknowledge that (i) Google may make Your AI/ML Model discoverable by Customers on the Vertex AI Model Garden, and (ii) Section 5.1 (License to Google) of the Agreement extends to Google’s exercise of its rights under clause (i) of this Section. Notwithstanding the foregoing, while Google may make Your AI/ML Model discoverable on the Vertex AI Model Garden, all transactions for Your AI/ML Model will occur through the Marketplace.

b. “AI/ML Model” means a model that You list on the Marketplace.

If Your Product is a BYOL Product, the following terms apply in addition to all terms in the Agreement:

a. Customer Charges for BYOL Products will equal $0. Google has no obligation to track Customer usage or provide reporting to You for BYOL Products.

b. You (i) are responsible for all BYOL Product-related activities, including provisioning a license for the BYOL Product, requiring a redirection to obtain a BYOL Product license, and all error handling for BYOL Products; and (ii) will ensure that BYOL functionality for BYOL Products is operational for Customers.

If Your Product is a UBB Product, the following terms apply in addition to all terms in the Agreement:

a. Before listing a UBB Product on the Marketplace, Google and You will determine which Metric Units and Reporting Cycle to apply to that UBB Product. Unless approved by Google in writing, the Reporting Cycle for a UBB Product must be no less frequent than once per hour. 

b. For each Reporting Cycle, You will report to Google Metrics of each UBB Product on a per-Customer and per-UBB Product basis. You will report Metrics in a format and through the mechanism identified by Google. Google may update such format and mechanism in its discretion. Your reporting of Metrics to Google must include only Metrics related to the Customer’s use of the applicable UBB Product, and must not include any credits or other concessions You may offer to the Customer.

c. If You become aware that any Metric reported to Google was inaccurate, You will promptly notify Google of the inaccuracy, report the corrected Metric to Google in a manner specified by Google, and provide information regarding the cause of the inaccuracy. No Vendor Net Revenue will be due on, any payments due or made for any UBB Product usage which has not been accurately and timely reported under Section 6.b of these PSTs.

d. If Google or a Customer believes that a Metric reported to Google may have been inaccurate, Google will notify You and include relevant details, and the parties will confer and determine what adjustments, if any, are necessary.

e. If You plan to provide any credits or other concessions to a Customer to offset any Metrics related to the Customer’s use of a UBB Product, You will not provide such credits or concessions directly to the Customer, but will notify Google so that Google may directly apply any valid credit or other concession to the Customer.

f. As used in this Section 6 of these PSTs, the following terms have the meanings ascribed to them below:

i. “Metrics” means the measure, in units supported by Google, of a Customer’s consumption or usage of a Resource for a UBB Product.

ii. “Reporting Cycle” means the period of time and frequency for which the Metrics of a UBB Product are reported to Google.

iii. “Resource” means any of the following: (a) time, (b) data, (c) storage, or (d) count.

iv. “UBB Product” means a Product offered in the Marketplace for which You track and report to Google the Customer’s usage to enable Google to bill the Customer for the Product.

a. Notwithstanding anything to the contrary in this Agreement, Indirect Customers purchase or license Indirect Products directly from You, and Google will have no contractual relationship with Indirect Customers with respect to their purchase or license of an Indirect Product.

b. The following Sections or provisions of this Agreement do not apply to Indirect Products: 1.2 (Submission and Review of Products and Other Vendor Materials), 1.3 (Approval for Listing Products), 2 (Agent Status), 3 (Commercial Terms), 4 (Reseller Program), 5 (Intellectual Property; Licenses), the second sentence of Section 6.1 (Products and Customer Relationships); 6.5 (Partner Information Protection Addendum); 12.4 (Compliance Terminations); 12.5 (Wind-Down); and 13 (Google as Merchant of Record).

c. You grant Google a limited, non-exclusive, sublicensable (solely to Google’s Affiliates) license to use, distribute, reproduce, and publicly perform, and display all Vendor Brand Features related to Indirect Products solely to operate the Marketplace, including marketing and enabling Customer discovery of the Indirect Products and the Marketplace.

d. As used in this Section 7 of these PSTs, the following terms have the meanings ascribed to them below:

i. “Indirect Customer” means a customer who purchases or licenses an Indirect Product after being directed to the Your website or other online property from an Indirect Listing.

ii. “Indirect Listing” means a listing for a Product on the Marketplace, which listing directs potential customers for such Products to a website or other online property operated by You where such potential customers can complete the purchase or license of the Product directly from You.

iii. “Indirect Product” means a Product featured in an Indirect Listing.