This SecOps Services Agreement (the “Agreement”) is
entered into by Google and the entity or person agreeing
to these terms (“Customer”), and governs Customer’s access
to and use of the Services. “Google” has the meaning given
This Agreement is effective as of the date Customer
clicks to accept the Agreement or otherwise agrees to the
Agreement (the “Effective Date”). If you are accepting on
behalf of Customer, you represent and warrant that: (i)
you have full legal authority to bind Customer to this
Agreement; (ii) you have read and understand this
Agreement; and (iii) you agree, on behalf of Customer, to
this Agreement. If you do not have the legal authority to
bind Customer, please do not click to accept or otherwise
agree to the Agreement.
1. Using the Services.
1.1 Services. Google will provide the Services specified
in an Order Form or Reseller Order Form in accordance
with the Agreement, including the SLAs, and Customer and
its End Users may use the Services in accordance with the
1.2 Account. Google will provide Customer with the
Account through which Customer may access the Services.
Customer is responsible for (a) maintaining the
confidentiality and security of the Account and associated
passwords, including any keys for Google APIs, and (b) any
use of the Account.
1.3 Ceasing Services Use. Customer may stop using
the Services at any time.
1.4 Customer Applications. Customer may enable End Users
to access its Customer Applications.
2. Customer Obligations.
2.1 Consents. Customer is responsible for any consents
and notices required to permit (a) Customer’s use and
receipt of the Services and (b) Customer’s provision of
data (including Customer Data) under the Agreement, and
Google’s accessing, storing, and processing of such data
in accordance with the Agreement.
2.2 Compliance. Customer will (a) ensure that Customer
and its End Users’ use of the Services complies with the
Agreement, (b) use commercially reasonable efforts to
prevent and terminate any unauthorized access to or use of
the Services, and (c) promptly notify Google of any
unauthorized access to or use of the Services of which
Customer becomes aware.
2.3 Use Restrictions. Customer will not, and will not
allow End Users to, (a) copy, modify, create a derivative
work of, reverse engineer, decompile, translate,
disassemble, or otherwise attempt to extract any of the
source code of, the Services (except to the extent such
restriction is expressly prohibited by applicable law);
(b) sell, resell, sublicense, transfer, or distribute the
Services; (c) use the Services to provide a hosting,
outsourced, or managed services solution to unaffiliated
third parties, except as part of a Customer Application
that provides value distinct from the Services; or (d)
access or use the Services or TSS (i) for High Risk
Activities; (ii) in a manner intended to avoid incurring
Fees; (iii) for materials or activities that are subject
to the International Traffic in Arms Regulations (ITAR)
maintained by the United States Department of State; (iv)
in a manner that breaches, or causes the breach of, Export
Control Laws; or (v) to transmit, store, or process health
information subject to United States HIPAA regulations
except as permitted by an executed HIPAA BAA.
3. Data Processing and Security.
Google will only access, use, and otherwise process
Customer Data in accordance with the Data Processing Terms
and will not access, use, or process Customer Data for any
other purpose. Google has implemented and will maintain
technical, organizational, and physical safeguards to
protect Customer Data, as further described in the Data
4. Payment Terms.
4.1 Invoicing and Payment. Google will invoice Customer
for the Fees. Detailed usage data will be made available
by Google to allow Customer to validate the Services
purchased and associated Fees. Customer will pay Google
all invoiced amounts by the Payment Due Date. All payments
are due in the currency described in the invoice. Wire
transfer payments must include the bank information
described in the invoice. Unless otherwise provided in the
Agreement or required by law, Fees for Services are
4.2 Taxes. Google will itemize any invoiced Taxes.
Customer will pay invoiced Taxes unless Customer provides
a valid tax exemption certificate. Customer may withhold
Taxes if Customer provides a valid receipt evidencing the
4.3 Invoice Disputes. Customer may dispute invoiced Fees
if Customer believes in good faith that Fees were
inaccurately invoiced (an “Invoice Dispute”). Invoice
Disputes must be submitted to firstname.lastname@example.org and
identify all disputed amounts and the reasons for dispute.
Google will review in good faith all Invoice Disputes, and
will provide Customer an explanation of Fees due following
such review (an “Invoice Dispute Report”). If an Invoice
Dispute is submitted before the Payment Due Date, then
notwithstanding Section 4.1 (Invoicing and Payment), (a)
Customer must only pay the amounts not subject to the
Invoice Dispute, and (b) unpaid Fees stated in an Invoice
Dispute Report to be accurately invoiced are due within 30
days after delivery of such report. If an Invoice Dispute
is submitted after the Payment Due Date and the Invoice
Dispute Report states that Fees paid were incorrectly
invoiced, then Google will issue a credit equal to the
4.4 Overdue Payments.
(a) If Customer’s payment is
overdue, then Google may (i) charge interest on overdue
amounts at 1.5% per month (or the highest rate permitted
by law, if less) from the Payment Due Date until paid in
full, and (ii) Suspend the Services if Customer’s payment
is overdue for more than 14 days after the Payment Due
Date. Google will notify Customer at least 7 days before
(b) Customer will reimburse
Google for all reasonable expenses (including attorneys’
fees) incurred by Google in collecting overdue payments
except where such payments are due to Google’s billing
4.5 Purchase Orders. If Customer requires a purchase
order number on its invoice, Customer will provide a
purchase order number in the Order Form. If Customer does
not provide a purchase order number, then (a) Google will
invoice Customer without a purchase order number, and (b)
Customer will pay invoices without a purchase order number
referenced. Any terms on a purchase order are void.
4.6 Credit Limit. Customer’s use of Services may not
exceed its aggregate credit limit as determined by Google
in its reasonable discretion (and made available if
requested), and Google will not be obligated to provide
services to Customer in excess of such credit limit.
Google may revise Customer’s credit limit in its
reasonable discretion. Google will provide notice 15 days
prior to reducing Customer’s credit limit, and will
provide the rationale for such reduction. If Google
determines that Customer is at risk of non-payment, then
Google may, with 15 days’ prior notice: (a) increase
invoice frequency, (b) require prepayments, (c) request
financial statements, or (d) require financial guarantees
such as deposits or bank guarantees. During this notice
period, Customer may seek to demonstrate that Customer is
not at risk of non-payment (with the final determination
to be made by Google).
5. Intellectual Property.
5.1 Intellectual Property Rights. Except as expressly
described in the Agreement, the Agreement does not grant
either party any rights, implied or otherwise, to the
other’s content or intellectual property. As between the
parties, Customer retains all Intellectual Property Rights
in Customer Data and Customer Applications, and Google and
its Affiliates retain all Intellectual Property Rights in
the Services and Software.
5.2 Feedback. At its option, Customer may provide
feedback and suggestions about the Services to Google
(“Feedback”). If Customer provides Feedback, then Google
and its Affiliates may use that Feedback without
restriction and without obligation to Customer, excluding
any Feedback marked as Customer Confidential Information.
5.3 Copyright. Google responds to notices of
alleged copyright infringement and terminates the Accounts
of repeat infringers in appropriate circumstances as
required to maintain safe harbor for online service
providers under the U.S. Digital Millennium Copyright Act.
6. Updates to Services and Terms.
6.1 Changes to Services.
(a) Limitations on Changes.
Google may update the Services, provided the updates do
not result in a material reduction of the functionality,
performance, availability, or security of the Services.
Notwithstanding Section 6.1(a) (Limitations on Changes),
Google may discontinue a Service (or material
functionality) provided that Google will notify Customer
at least 12 months before discontinuing such Service (or
associated material functionality), unless Google replaces
such discontinued Service or functionality with a
materially similar Service or functionality.
(c) Support. Google will
continue to provide product and security updates, and
Technical Support Services, until the conclusion of the
applicable notice period under subsection (b)
(d) Backwards Incompatible
Changes. Notwithstanding Section 6.1(a) (Limitations on
Changes), Google may significantly modify a
Customer-facing Google API in a backwards-incompatible
manner, provided that Google will notify Customer at least
12 months before doing so.
6.2 Changes to Terms. Google may update the URL Terms,
provided the updates do not (a) result in a material
reduction of the security of the Services, (b) expand the
scope of or remove any restrictions on Google’s processing
of Customer Data as described in the Data Processing
Terms, or (c) have a material adverse impact on Customer’s
rights under the URL Terms. Google will notify Customer of
any material changes to the URL Terms. Material changes to
the URL Terms will be effective 30 days after Customer
receives notice of such changes.
6.3 Permitted Changes. Sections 6.1 (Changes to Services)
and 6.2 (Changes to Terms) do not limit Google’s ability
to make changes required to comply with applicable law or
address a material security risk, or that are applicable
to new or pre-general availability Services, offerings, or
functionality. Notwithstanding Section 6.2 (Changes to
Terms), material changes to the URL Terms made to comply
with applicable law or to address a material security risk
will be effective upon notice.
7. Temporary Suspension.
7.1 AUP Violations. If Google becomes aware that
Customer's or any End User's use of the Services violates
the AUP, Google will notify Customer and request that
Customer correct the violation. If Customer fails to
correct the violation within 24 hours of Google's request,
then Google may Suspend all or part of Customer's use of
the Services until the violation is corrected.
7.2 Other Suspension. Notwithstanding Section 7.1 (AUP
Violations), Google may immediately Suspend all or part of
Customer's use of the Services if (a) Google reasonably
believes Customer's or any End User's use of the Services
could adversely impact the Services, other customers' or
their end users' use of the Services, or the Google
network or servers used to provide the Services; (b) there
is suspected unauthorized third-party access to the
Services; (c) Google reasonably believes that immediate
Suspension is required to comply with any applicable law;
or (d) Customer is in breach of Section 2.3 (Use
Restrictions) or the SecOps Service Specific Terms. Google
will lift any such suspension when the circumstances
giving rise to the Suspension have been resolved. At
Customer's request, Google will, unless prohibited by
applicable law, notify Customer of the basis for the
Suspension as soon as is reasonably possible.
8. Technical Support. Google will provide
Technical Support Services to Customer during the Order
Term in accordance with the Technical Support Services
Guidelines. Customer is responsible for the technical
support of its Customer Applications and Projects.
Google may make Software available to Customer, including
third-party software. Customer’s use of any Software is
subject to the applicable provisions in the SecOps Service
10.1 Use and Disclosure of Confidential Information. The
Recipient will only use the Disclosing Party’s
Confidential Information to exercise its rights and
fulfill its obligations under the Agreement, and will use
reasonable care to protect against the disclosure of the
Disclosing Party’s Confidential Information.
Notwithstanding any other provision in the Agreement, the
Recipient may disclose the Disclosing Party’s Confidential
Information (a) to its Delegates who have a need to know
and who are bound by confidentiality obligations at least
as protective as those in this Section 10
(Confidentiality); (b) with the Disclosing Party’s written
consent; or (c) subject to Section 10.2 (Legal Process),
as strictly necessary to comply with Legal Process.
10.2 Legal Process. If the Recipient receives Legal
Process for the Disclosing Party’s Confidential
Information, the Recipient will: (a) promptly notify the
Disclosing Party prior to such disclosure unless the
Recipient is legally prohibited from doing so; (b) attempt
to redirect the third party to request it from the
Disclosing Party directly; (c) comply with the Disclosing
Party’s reasonable requests to oppose disclosure of its
Confidential Information; and (d) use commercially
reasonable efforts to object to, or limit or modify, any
Legal Process that the Recipient reasonably determines is
overbroad, disproportionate, incompatible with applicable
law, or otherwise unlawful. To facilitate the request in
(b), the Recipient may provide the Disclosing Party’s
basic contact information to the third party.
Notwithstanding the foregoing, subsections (a) to (d)
above will not apply in exceptional circumstances
involving an imminent threat to life or risk or serious
11. Marketing and Publicity. Customer may
state publicly that it is a Google customer and display
Google Brand Features in accordance with the Branding
Guidelines. Google may orally state publicly that Customer
is a Google Cloud customer. Neither party may use the
other party’s Brand Features without the written consent
of the other party, unless otherwise permitted in the
Agreement. Any use of a party’s Brand Features will inure
to the benefit of the party holding Intellectual Property
Rights to those Brand Features.
12. Representations and Warranties. Each
party represents and warrants that it (a) has full power
and authority to enter into the Agreement and (b) will
comply with all laws applicable to its provision, receipt,
or use of the Services and TSS, as applicable.
13. Disclaimer. Except as expressly provided for in the Agreement,
to the fullest extent permitted by applicable law, Google and its Affiliates
(a) do not make any warranties of any kind, whether express, implied, statutory,
or otherwise, including warranties of merchantability, fitness for a particular
use, noninfringement, or error-free or uninterrupted use of the Services or
Software and (b) make no representation about content or information accessible
through the Services.
14.1 Google Indemnification Obligations. Google will
defend Customer and its Covered Affiliates and indemnify
them against Indemnified Liabilities in any Third-Party
Legal Proceeding to the extent arising from an allegation
that the use of Google Indemnified Materials used in
accordance with the Agreement infringe the third party’s
Intellectual Property Rights.
14.2 Customer Indemnification Obligations. Customer will
defend Google and its Affiliates providing the Services
and indemnify them against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising from
(a) any Customer Indemnified Materials or (b) Customer’s
or an End User’s use of the Services in breach of the AUP
or the Use Restrictions.
14.3 Indemnification Exclusions. Sections 14.1 (Google
Indemnification Obligations) and 14.2 (Customer
Indemnification Obligations) will not apply to the extent
the underlying allegation arises from (a) the indemnified
party’s breach of the Agreement or (b) a combination of
the Google Indemnified Materials or Customer Indemnified
Materials (as applicable) with materials not provided by
the indemnifying party under the Agreement, unless the
combination is required by the Agreement.
14.4 Indemnification Conditions. Sections 14.1 (Google
Indemnification Obligations) and 14.2 (Customer
Indemnification Obligations) are conditioned on the
(a) Any indemnified party
must promptly notify the indemnifying party in writing of
any allegation(s) that preceded the Third-Party Legal
Proceeding and cooperate reasonably with the indemnifying
party to resolve the allegation(s) and Third-Party Legal
Proceeding. If breach of this Section 14.4(a) prejudices
the defense of the Third-Party Legal Proceeding, the
indemnifying party’s obligations under Section 14.1
(Google Indemnification Obligations) or 14.2 (Customer
Indemnification Obligations) (as applicable) will be
reduced in proportion to the prejudice.
(b) The indemnified party
must tender sole control of the indemnified portion of the
Third-Party Legal Proceeding to the indemnifying party,
subject to the following: (i) the indemnified party may
appoint its own non-controlling counsel, at its own
expense; and (ii) any settlement requiring the indemnified
party to admit liability, pay money, or take (or refrain
from taking) any action, will require the indemnified
party’s prior written consent, not to be unreasonably
withheld, conditioned, or delayed.
(a) If Google reasonably
believes the Services might infringe a third party’s
Intellectual Property Rights, then Google may, at its sole
option and expense, (i) procure the right for Customer to
continue using the Services, (ii) modify the Services to
make them non-infringing without materially reducing their
functionality, or (iii) replace the Services with a
non-infringing, functionally equivalent alternative.
(b) If Google does not
believe the remedies in Section 14.5(a) are commercially
reasonable, then Google may Suspend or terminate the
14.6 Sole Rights and Obligations. Without affecting
either party’s termination or Suspension rights, this
Section 14 (Indemnification) states the parties’ sole and
exclusive remedy under the Agreement for any third-party
allegations of Intellectual Property Rights infringement
covered by this Section 14 (Indemnification).
15.1 Limited Liabilities.
(a) Exclusions. To the extent permitted by applicable law and subject to
Section 15.2 (Unlimited Liabilities), neither party will have any Liability
arising out of or relating to the Agreement for any
(i) indirect, consequential, special, incidental, or punitive damages or
(ii) lost revenues, profits, savings, or goodwill.
(b) Limitation on Amount of Liability. Each party’s total aggregate Liability
for damages arising out of or relating to the Agreement is limited to the
Fees Customer paid for the Services under this Agreement during the 12 month
period before the event giving rise to Liability.
15.2 Unlimited Liabilities. Nothing in the Agreement
excludes or limits either party’s Liability for:
(a) death, personal injury, or tangible personal property damage resulting
from its negligence or the negligence of its employees or agents;
(b) its fraud or fraudulent misrepresentation;
(c) its obligations under Section 14 (Indemnification);
(d) its infringement of the other party’s Intellectual Property Rights;
(e) its payment obligations under the Agreement; or
(f) matters for which liability cannot be excluded or limited under
16. Term and Termination.
16.1 Agreement Term. The Agreement is effective from the
Effective Date until it is terminated in accordance with
its terms (the “Term”).
16.2 Termination for Convenience. Subject to any
financial commitments in an Order Form or addendum to the
Agreement, Customer may terminate the Agreement or an
Order Form for any reason with 30 days’ prior written
notice to Google.
16.3 Termination for Breach.
(a) Termination of an Order
Form. Either party may terminate an Order Form if the
other party is in material breach of this Agreement and
fails to cure that breach within 30 days after receipt of
(b) Termination of the
Agreement. Either party may terminate the Agreement if the
other party (i) is in material breach of the Agreement and
fails to cure that breach within 30 days after receipt of
written notice, (ii) ceases its business operations, or
(iii) becomes subject to insolvency proceedings and such
proceedings are not dismissed within 90 days.
16.4 Effects of Termination. If the Agreement terminates,
then all Order Forms also terminate. If an Order Form
terminates or expires, then after that Order Form’s
termination or expiration effective date, (a) all rights
and access to the Services under that Order Form will
terminate (including access to Customer Data, if
applicable), unless otherwise described in the Agreement,
and (b) Google will send Customer a final invoice (if
applicable) for payment obligations under that Order Form.
Termination or expiration of one Order Form will not
affect other Order Forms.
16.5 Survival. The following Sections will survive
expiration or termination of the Agreement: Section 4
(Payment Terms), Section 5 (Intellectual Property),
Section 10 (Confidentiality), Section 13 (Disclaimer),
Section 14 (Indemnification), Section 15 (Liability),
Section 16 (Term and Termination), Section 17
(Miscellaneous), Section 18 (Definitions).
17.1 Notices. Under the Agreement, notices to Customer
must be sent to the Notification Email Address and notices
to Google must be sent to email@example.com. Notice
will be treated as received when the email is sent.
Customer is responsible for keeping its Notification Email
Address current throughout the Term.
17.2 Emails. The parties may use emails to satisfy
written approval and consent requirements under the
17.3 Assignment. Neither party may assign the Agreement
without the written consent of the other, except to an
Affiliate where (a) the assignee has agreed in writing to
be bound by the terms of the Agreement, (b) the assigning
party has notified the other party of the assignment, and
(c) if Customer is the assigning party, the assignee is
established in the same country as Customer. Any other
attempt to assign is void.
17.4 Change of Control. If a party experiences a change
of Control other than an internal restructuring or
reorganization, then (a) that party will give written
notice to the other party within 30 days after the change
of Control and (b) the other party may immediately
terminate the Agreement any time within 30 days after it
receives that written notice.
17.5 Force Majeure. Neither party will be liable for
failure or delay in performance of its obligations to the
extent caused by circumstances beyond its reasonable
control, including acts of God, natural disasters,
terrorism, riots, or war.
17.6 Subcontracting. Google may subcontract obligations
under the Agreement but will remain liable to Customer for
any subcontracted obligations.
17.7 No Agency. The Agreement does not create any agency,
partnership, or joint venture between the parties.
17.8 No Waiver. Neither party will be treated as having
waived any rights by not exercising (or delaying the
exercise of) any rights under the Agreement.
17.9 Severability. If any part of the Agreement is
invalid, illegal, or unenforceable, the rest of the
Agreement will remain in effect.
17.10 No Third-Party Beneficiaries. The Agreement does
not confer any rights or benefits to any third party
unless it expressly states that it does.
17.11 Equitable Relief. Nothing in the Agreement will
limit either party’s ability to seek equitable relief.
17.12 Governing Law.
(a) For U.S. City, County,
and State Government Entities. If Customer is a U.S. city,
county, or state government entity, then the Agreement
will be silent regarding governing law and venue.
(b) For U.S. Federal
Government Entities. If Customer is a U.S. federal
government entity, then the following applies: ALL CLAIMS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES
OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY
TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF
THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT
OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE
FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES
CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE
VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
(c) For All Other Entities.
If Customer is any entity not stated in Section 17.12(a)
or (b) then the following applies: ALL CLAIMS ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE
GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S
CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY
IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY,
CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN THOSE COURTS.
17.13 Amendments. Except as specifically described
otherwise in the Agreement, any amendment to the Agreement
must be in writing, expressly state that it is amending
the Agreement, and be signed by both parties.
17.14 Independent Development. Nothing in the Agreement
will be construed to limit or restrict either party from
independently developing, providing, or acquiring any
materials, services, products, programs, or technology
that are similar to the subject of the Agreement, provided
that the party does not breach its obligations under the
Agreement in doing so.
17.15 Entire Agreement. The Agreement states all terms
agreed between the parties, and supersedes any prior or
contemporaneous agreements between the parties relating to
the subject matter of the Agreement. In entering into the
Agreement, neither party has relied on, and neither party
will have any right or remedy based on, any statement,
representation, or warranty (whether made negligently or
innocently), except those expressly described in the
Agreement. The URL Terms are incorporated by reference
into the Agreement.
17.16 Conflicting Terms. If there is a conflict among the
documents that make up the Agreement, then the documents
will control in the following order (of decreasing
precedence): the Data Processing Terms, the applicable
Order Form, the Agreement (excluding the URL Terms), and
any remaining URL Terms.
17.17 Conflicting Languages. If the Agreement is
translated into any other language, and there is a
discrepancy between the English text and the translated
text, the English text will control.
17.18 Counterparts. The parties may execute the Agreement
in counterparts, including facsimile, PDF, and other
electronic copies, which taken together will constitute
17.19 Electronic Signatures. The parties consent to
17.20 Headers. Headings and captions used in the
Agreement are for reference purposes only and will not
have any effect on the interpretation of the Agreement.
17.21 Resold Customers. This Section 17.21 (Resold
Customers) applies only if Customer orders the Services
from a Reseller under a Reseller Agreement (such Services,
i. Applicable Terms. For
the purposes of Resold Services:
1. Section 4 (Payment Terms)
of this Agreement will not apply;
2. Reseller Fees will apply
and be payable directly to the Reseller, and all prices
for Resold Services will be solely determined between
Reseller and Customer;
3. Customer will receive any
applicable SLA credits from Reseller;
4. Section 15.2 (Limitation
on Amount of Liability) is replaced with "Each party’s
total aggregate Liability for damages arising out of or
relating to the Agreement is limited to the Reseller Fees
Customer paid for the Resold Services during the 12 month
period before the event giving rise to Liability."
5. Any renewal(s) of the
Services and/or any Reseller Order will be as agreed
between Customer and Reseller.
6. "Order Term," as it is
used in the Agreement, means the period of time starting
on the Services Start Date or the renewal date (as
applicable) for the Resold Services and continuing for the
period indicated on the then-current Reseller Order unless
terminated in accordance with the Agreement; and
7. "Services Start Date," as
it is used in the Agreement, means either the start date
described in the Reseller Order or, if none is specified
in the Reseller Order, the date Google makes the Resold
Services available to Customer.
ii. Sharing Confidential
Information. Google may share Customer Confidential
Information with Reseller as a Delegate subject to Section
10.1 (Use and Disclosure of Confidential Information).
iii. Reseller as
Administrator. At Customer’s discretion, Reseller may
access Customer’s Account or End User Accounts. As between
Google and Customer, Customer is solely responsible for
(a) any access by Reseller to Customer’s Account or End
User Accounts and (b) defining in the Reseller Agreement
any rights or obligations as between Reseller and Customer
with respect to the Resold Services.
iv. Reseller Technical
Support. Customer acknowledges and agrees that Reseller
may disclose End User personal data to Google as
reasonably required in order for Reseller to handle any
support issues that Customer escalates to or via Reseller.
“Account” means the account that Google assigns to
Customer to access the Services.
“Affiliate” means any entity that directly or indirectly
Controls, is Controlled by, or is under common Control
with a party.
“AUP” means the then-current acceptable use policy for
the Services, at
“BAA” or “Business Associate Agreement” is an amendment
to the Agreement covering the handling of Protected Health
Information (as defined in HIPAA).
“Brand Features” means each party’s trade names,
trademarks, logos, domain names, and other distinctive
“Branding Guidelines” means Google’s then-current Google
branding guidelines at
as may be updated by Google from time to time.
“Confidential Information” means information that one
party or its Affiliate (“Disclosing Party”) discloses to
the other party (“Recipient”) under 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 Application” means a software program that
Customer creates, integrates, or hosts with the Services.
“Customer Data” means data provided to Google by Customer
or End Users through the Services under the Account, and
data that Customer or End Users derive from that data
through their use of the Services.
“Customer Indemnified Materials” means Customer Data,
Customer Brand Features, Customer Applications, and
“Data Processing Terms” means the then-current terms
describing data processing and security obligations with
respect to Customer Data, at
“Delegates” means the Recipient’s and its Affiliates’
respective employees, agents, subcontractors, and
“End User” or “Customer End User” means an individual
that Customer permits to use the Services (or a Customer
Application(s), if applicable). For clarity, End Users may
include employees of Customer Affiliates and other
authorized third parties.
“Export Control Laws” means all applicable export and
re-export control laws and regulations, including (a) the
Export Administration Regulations (“EAR”) maintained by
the U.S. Department of Commerce, (b) trade and economic
sanctions maintained by the U.S. Treasury Department’s
Office of Foreign Assets Control, and (c) the
International Traffic in Arms Regulations (“ITAR”)
maintained by the U.S. Department of State.
“Fees” means the product of the amount of Services,
Software, and TSS used or ordered by Customer multiplied
by the Prices, plus any applicable Taxes.
“Google API” means any application programming interface
provided by Google as part of the Services.
“Google Indemnified Materials” means the Services and
Google’s Brand Features.
“High Risk Activities” means activities where the use or
failure of the Services would reasonably be expected to
result in death, serious personal injury, or severe
environmental or property damage (such as the creation or
operation of weaponry).
“HIPAA” means the Health Insurance Portability and
Accountability Act of 1996 as it may be amended from time
to time, and any regulations issued under it.
“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 any of the following:
the email address designated by Customer in the Order
Form; the email address provided by Customer when
accepting this Agreement; or the email address for
Customer’s primary contact.
“Order Form” means (a) an order form, statement of work,
or other ordering document issued by Google under the
Agreement and executed by Customer and Google, or (b) a
quote issued by Google to Customer, in either case
specifying the Services and/or TSS Google will
provide to Customer under this Agreement.
“Order Term” means the period of time starting on the
Services Start Date for the Services and continuing for
the period indicated on the Order Form unless terminated
in accordance with the Agreement.
“Payment Due Date” means 30 days from the invoice date.
“Prices” means the prices for the Services, Software, and
Technical Support Services as described in an Order Form
or amendment to this Agreement.
“Project” means an instance of the Services configured
and used by Customer.
“Reseller” means, if applicable, the authorized
unaffiliated third party reseller that sells the Services
“Reseller Agreement” means, if applicable, the separate
agreement between Customer and Reseller regarding the
Services. The Reseller Agreement is independent of and
outside the scope of this Agreement.
“Reseller Fees” means the fees (if any) for Services used
or ordered by Customer as agreed in a Reseller Agreement,
plus any applicable Taxes.
“Reseller Order” means, if applicable, an order form
(including a renewal order form) issued by a Reseller and
executed by Customer and the Reseller specifying the
Services Customer is ordering from the Reseller.
“SecOps Service Specific Terms” means the then-current
terms specific to one or more Services and Software, at
“Services” means the then-current services described at
excluding any Third-Party Offerings.
“Services Start Date” means either the start date
described in the Order Form or, in the absence of any such
date, the date Google makes the Services available to
“SLA” means the then-current service level agreements at
“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
“Taxes” means all government-imposed taxes, except for
taxes based on Google’s net income, net worth, asset
value, property value, or employment.
“Technical Support Services” or “TSS” means the
then-current technical support services provided by Google
to Customer under the Technical Support Services
“Technical Support Services Guidelines” or “TSS
Guidelines” means the then-current Google support service
“Third-Party Legal Proceeding” means any formal legal
proceeding filed by an unaffiliated third party before a
court or government tribunal (including any appellate
“Third-Party Offerings” means (a) third-party services,
software, products, and other offerings that are not
incorporated into the Services or Software, and (b)
third-party operating systems.
“URL” means a uniform resource locator address to a site
on the internet.
“URL Terms” means the AUP, Data Processing Terms, SecOps
Service Specific Terms, SLAs, and Technical Support
Services Guidelines. The URL Terms for SecOps Services are
all available at
“Use Restrictions” means the restrictions in Section 2.3
(Use Restrictions) of this Agreement.
19. Regional Terms. Customer agrees to the
following modifications to the Agreement if Customer’s
billing address is in the applicable region as described
A new Section 16.6 is added:
16.6 Termination Waiver. The parties agree that
for the effectiveness of the termination clauses
under the Agreement, to waive any provisions,
procedures and operation of any applicable law to
the extent that a court order is required for
termination of the Agreement.
Asia Pacific - All regions, excluding India
Section 4.2 (Taxes) is replaced as follows:
4.2 Taxes. Google will itemize any invoiced
Taxes. If Taxes must be withheld from any payment
to Google, then Customer will increase the payment
to Google so that the net amount received by
Google is equal to the amount invoiced, without
reduction for Taxes.
The definition of "Taxes" under Section 18
(Definitions) is replaced as follows:"Taxes" means
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
Asia Pacific (all regions excluding Australia,
Japan, India, New Zealand, Singapore) and Latin
America (all regions excluding Brazil)
Section 17.12 is replaced as follows:
17.12 Governing Law; Arbitration.
(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR
SERVICES (INCLUDING ANY DISPUTE REGARDING THE
INTERPRETATION OR PERFORMANCE OF THE AGREEMENT)
("DISPUTE") WILL BE GOVERNED BY THE LAWS OF THE
STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S
CONFLICTS OF LAWS RULES.
(b) The parties will try in good faith to settle
any Dispute within 30 days after the Dispute
arises. If the Dispute is not resolved within 30
days, it must be resolved by arbitration by the
American Arbitration Association’s International
Centre for Dispute Resolution in accordance with
its Expedited Commercial Rules in force as of the
date of this Agreement ("Rules").
(c) The parties will mutually select one
arbitrator. The arbitration will be conducted in
English in Santa Clara County, California, USA.
(d) Either party may apply to any competent court
for injunctive relief necessary to protect its
rights pending resolution of the arbitration. The
arbitrator may order equitable or injunctive
relief consistent with the remedies and
limitations in the Agreement.
(e) Subject to the confidentiality requirements
in Subsection (g), either party may petition any
competent court to issue any order necessary to
protect that party's rights or property; this
petition will not be considered a violation or
waiver of this governing law and arbitration
section and will not affect the arbitrator’s
powers, including the power to review the judicial
decision. The parties stipulate that the courts of
Santa Clara County, California, USA, are competent
to grant any order under this Subsection 17.12
(f) The arbitral award will be final and binding
on the parties and its execution may be presented
in any competent court, including any court with
jurisdiction over either party or any of its
(g) Any arbitration proceeding conducted in
accordance with this Section 17.12 (Governing Law;
Arbitration) will be considered Confidential
Information under Section 10 (Confidentiality),
including: (i) the existence of, (ii) any
information disclosed during, and (iii) any oral
communications or documents related to the
arbitration proceedings. In addition to the
disclosure rights under Section 10
(Confidentiality), the parties may disclose the
information described in this Subsection 17.12 (g)
to a competent court as may be necessary to file
any order under Subsection 17.12 (e) or execute
any arbitral decision, but the parties must
request that those judicial proceedings be
conducted in camera (in private).
(h) The parties will pay the arbitrator’s fees,
the arbitrator's appointed experts' fees and
expenses, and the arbitration center's
administrative expenses in accordance with the
Rules. In its final decision, the arbitrator will
determine the non-prevailing party's obligation to
reimburse the amount paid in advance by the
prevailing party for these fees.
(i) Each party will bear its own lawyers’ and
experts’ fees and expenses, regardless of the
arbitrator’s final decision regarding the Dispute.
Europe, the Middle East, and Africa
Section 4.2 (Taxes) is replaced as follows:
4.2 Taxes. Google will itemize any invoiced
Taxes. Customer will pay invoiced amounts without
any deduction or withholding.
The definition of "Taxes" under Section 18
(Definitions) is replaced as follows:
“Taxes” means 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.
North America - United States
A new Section 17.21 is added:
17.21 U.S. Federal Agency Users. The Services
were developed solely at private expense and are
commercial computer software and related
documentation within the meaning of the applicable
Federal Acquisition Regulations and their agency