"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
"Confidential Information" means information that one
party (or an Affiliate) discloses to the other party under this
TOS, 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 party.
"Customer Indemnified 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 receiving Services from
Google as identified on an applicable Order Form between
Customer and Google Cloud India.
"Deliverables" means work product created specifically
for Customer by Google Personnel as part of the Services and
specified as Deliverables as part of an Order Form.
"Google Indemnified 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
"Including" or "including" means including
but not limited to.
"Indemnified Liabilities" 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.
"Intellectual Property" or "IP" means
anything protectable by an Intellectual Property Right.
"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.
"Liability" means any liability, whether under
contract, tort (including negligence), or otherwise, regardless
of whether foreseeable or contemplated by the parties.
"Order Form" means an applicable Order Form between
Customer and Google Cloud India describing Services purchased by
Customer and subject to this TOS.
"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 Customer.
"Personnel" means a party's and its Affiliates’
respective directors, officers, employees, agents, and
"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 training
"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).
"Trademark Guidelines" means Google’s Brand Terms and