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 at https://cloud.google.com/terms/google-entity.
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 Agreement.
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 Cloud Data Processing Addendum 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 Cloud Data Processing Addendum.
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 nonrefundable.
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 taxes withheld.
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 [email protected] 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 Customer does not agree with the determination in the Invoice Dispute Report, Customer will pay such disputed amounts within 30 days after delivery of such report but under protest and without waiving any rights to seek to recover such amounts. 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 without undue delay issue a credit equal to the amount incorrectly invoiced in the Invoice Dispute Report.
4.4 Overdue Payments.
(a) If Customer’s payment is overdue, except for amounts subject to an Invoice Dispute submitted in good faith before the Payment Due Date, 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 such Suspension.
(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 inaccuracies.
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 reasonably determines based on evidence available to Google 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 Updates to Services.
(a) Limitations on Updates. 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.
(b) Discontinuance. Notwithstanding Section 6.1(a) (Limitations on Updates), 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 6.1(b) (Discontinuance).
(d) Backwards Incompatible Updates. Notwithstanding Section 6.1(a) (Limitations on Updates), 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 Updates 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 Cloud Data Processing Addendum, or (c) have a material adverse impact on Customer’s rights under the URL Terms. Google will notify Customer of any material updates to the URL Terms. Material updates to the URL Terms will be effective 30 days after Customer receives notice of such updates.
6.3 Permitted Updates. Sections 6.1 (Updates to Services) and 6.2 (Updates to Terms) do not limit Google’s ability to make updates required to comply with applicable law or address a material security risk, or that are applicable to (a) Pre-GA Offerings (as defined in the SecOps Service Specific Terms) or (b) the launch of new Services, features, or functionality into general availability. Notwithstanding Section 6.2 (Updates to Terms), material updates 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.
9. Software.
If Google makes Software available to Customer, including third-party software, Customer’s use of any Software is subject to the applicable provisions in the SecOps Service Specific Terms.
10. Confidentiality.
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 physical injury.
11. Marketing and Publicity. Customer may state publicly that it is a Google customer and display Google Brand Elements 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 Elements without the written consent of the other party, unless otherwise permitted in the Agreement. Any use of a party’s Brand Elements will inure to the benefit of the party holding Intellectual Property Rights to those Brand Elements.
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. Indemnification.
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 following:
(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.
14.5 Remedies.
(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 impacted Services.
14.6 Sole Rights and Obligations. Without affecting either party’s termination or Suspension rights, and to the extent permitted by applicable law, 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. Liability.
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 applicable law.
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 written notice.
(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) to the extent permitted by applicable law, 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 18 (Miscellaneous), Section 19 (Definitions).
17. Resold Customers. This Section 17 (Resold Customers) applies only if Customer orders the Services from a Reseller under a Reseller Agreement (such Services, “Resold Services”).
17.1 Applicable Terms. For the purposes of Resold Services:
(a) Section 4 (Payment Terms) of this Agreement will not apply;
(b) 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;
(c) Customer will receive any applicable SLA credits, and any applicable monetary remedies described in the Agreement, from Reseller;
(d) In the event of termination, Google will send Reseller (and not Customer) the final invoice (if applicable) for payment obligations under the relevant Reseller Order;
(e) Section 15.1(b) (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.”
(f) Any renewal(s) of the Resold Services and/or any Reseller Order will be as agreed between Customer and Reseller;
(g) “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
(h) “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.
17.2 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).
17.3 Reseller as Administrator. At Customer’s discretion, Reseller may access Customer’s Account(s). As between Google and Customer, Customer is solely responsible for (a) any access by Reseller to Customer’s Accounts and (b) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Resold Services.
17.4 Reseller Technical Support. Customer acknowledges and agrees that Reseller may disclose Customer and 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.
18. Miscellaneous.
18.1 Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Google must be sent to [email protected]. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
18.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
18.3 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.
18.4 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.
18.5 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.
18.6 Subcontracting. Google may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
18.7 No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.
18.8 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.
18.9 Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
18.10 No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.
18.11 Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief.
18.12 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 18.12(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.
18.13 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.
18.14 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.
18.15 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.
18.16 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 Cloud Data Processing Addendum, the applicable Order Form, the Agreement (excluding the URL Terms), and any remaining URL Terms.
18.17 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.
18.18 Counterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
18.19 Electronic Signatures. The parties consent to electronic signatures.
18.20 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.
19. Definitions.
“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 https://cloud.google.com/terms/aup.
“BAA” or “Business Associate Agreement” is an amendment to the Agreement covering the handling of Protected Health Information (as defined in HIPAA).
“Brand Elements” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features.
“Branding Guidelines” means Google’s then-current Google branding guidelines at https://services.google.com/fh/files/misc/external_customer_co_branding_eligibility.pdf, as may be updated by Google from time to time.
“Cloud Data Processing Addendum” means the then-current terms describing data processing and security obligations with respect to Customer Data, at https://cloud.google.com/terms/data-processing-addendum.
“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 Elements, Customer Applications, and Projects.
“Delegates” means the Recipient’s and its Affiliates’ respective employees, agents, subcontractors, and professional advisors.
“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 Elements.
“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 to Customer.
“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 https://cloud.google.com/terms/secops/service-terms.
“Services” means the then-current services described at https://cloud.google.com/terms/secops/services, 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 Customer.
“SLA” means the then-current service level agreements at https://cloud.google.com/terms/secops/sla.
“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 Services.
“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 Guidelines.
“Technical Support Services Guidelines” or “TSS Guidelines” means the then-current Google support service guidelines, at https://cloud.google.com/terms/secops/tssg.
“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).
“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, Cloud Data Processing Addendum, SecOps Service Specific Terms, SLAs, and Technical Support Services Guidelines.
“Use Restrictions” means the restrictions in Section 2.3 (Use Restrictions) of this Agreement.
20. Regional Terms. Customer agrees to the following modifications to the Agreement if Customer’s billing address is in the applicable region as described below:
