"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 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.
means information that one party (or an Affiliate) discloses to
the other party under this 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" means control of
greater than 50% of the voting rights or equity interests of a
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
"Deliverables" means work
product created specifically for Customer by Google Personnel as
part of the Services and specified as Deliverables as part of an
"Effective Date" means the
date of the last party's signature of this 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 IP.
"Google Technology" 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
"Intellectual Property" or
"IP" means anything protectable by an Intellectual
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.
"Liability" means 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 this
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 Customer.
"Partner" means a third
party authorized by Google to resell the Services.
"Payment Due Date" means
30 days from the invoice date.
"Personal Data" means
personal data that (a) has the meaning given in the General Data
Protection Regulation (EU) 2016/679 of the European Parliament
and of the Council of April 27, 2016 ("GDPR") and (b) would
cause Google to be subject to GDPR as a data processor for
"Personnel" means a
party's and its Affiliates' respective directors, officers,
employees, agents, and subcontractors.
"Services" means the
then-current advisory and implementation services described
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.
"Training Services" means
education and certification services related to Google products
and services for individual or groups of users described as
"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).
means Google's Brand Terms and Conditions, located