any entity that directly or indirectly Controls, is
Controlled by, or is under common Control with a party.
means all Intellectual Property owned or licensed by a
party (a) before the Effective Date of the applicable
Order Form or (b) independent of the Services.
means each party’s trade names, trademarks, logos, domain
names, and other distinctive brand features.
Information” means information that one party (or
an Affiliate) discloses to the other party under the
Agreement, and that is marked as confidential or would
normally be considered confidential information under the
circumstances. 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 of greater than 50% of the voting rights or equity
interests of a party.
Materials” means: (a) 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’s Brand Features. Customer Indemnified Materials
do not include Google Technology or Deliverables.
“Customer” means the
Party purchasing Services from Google as identified on an
applicable Order Form.
work product created specifically for Customer by Google
Personnel as part of the Services and specified as
Deliverables as part of an Order Form.
means the date of the last party’s signature of an Order
Form incorporating the Agreement.
“Fees” means the
applicable fees for the Services as specified in an Order
Form, including any reimbursable expenses (if applicable).
Materials” means (a) Deliverables and Google
Technology (in each case, excluding any open source
software); or (b) Google’s Brand Features. Google
Indemnified Materials do not include Customer Background
means: (a) Google Background IP, (b) all Intellectual
Property and know-how applicable to Google products and
services, and (c) 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.
“including” means including but not limited to.
means any (i) settlement amounts approved by the
indemnifying party, and (ii) damages and costs in a final
judgment awarded against the indemnified party and its
Affiliates by a court of competent jurisdiction.
Property” or “IP” means anything
protectable by an Intellectual Property Right.
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.
any liability, whether under contract, tort (including
negligence), or otherwise, regardless of whether
foreseeable or contemplated by the parties.
Address” means the email address(es) designated by
Customer in the applicable Order Form.
“Order Form” means
an order form or other document issued by Google under the
Agreement, including data sheets associated with Services
described in the order form, and executed by Customer and
Google specifying the Services Google will provide to
“Partner” means a
third party authorized by Google to resell the Services.
“Payment Due Date”
means the payment due date stated in the applicable Order
Form, or in its absence, 30 days from the invoice date.
means personal data that: (a) has the meaning given to it
in: (i) Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the
protection of natural persons with regard to the
processing of personal data and on the free movement of
such data, and repealing Directive 95/46/EC ("EU GDPR");
or (ii) the EU GDPR as amended and incorporated into UK
law under the UK European Union (Withdrawal) Act 2018, if
in force ("UK GDPR"), as applicable; and (b) would cause
Google to be subject to the EU GDPR or the UK GDPR (as
applicable) as a data processor for Customer.
“Personnel” means a
party’s and its Affiliates’ respective directors,
officers, employees, agents, and subcontractors.
“Services” means the
then-current advisory and implementation services
at g.co/cloudpsoterms and
similar advisory or implementation services designed to
help Customer use Google products and services. Services
do not include Training Services.
“Tax(es)” means all
government-imposed taxes, except for taxes based on
Google’s net income, net worth, asset value, property
value, or employment.
Proceeding” means any formal legal proceeding filed
by an unaffiliated third party before a court or
government tribunal (including any appellate proceeding).
Guidelines” means Google’s Brand Terms and
means education and certification services related to
Google products and services for individual or groups of
users described as training