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# Cloud Identity Agreement

Last modified: July 14, 2021

This is not the current version of this document and is provided for archival
purposes.
View the current version

This Cloud Identity Agreement (the “Agreement”) is entered
into between (a) Google Asia Pacific Pte. Ltd. (Co. Reg. No.
200817984R), with offices at 70 Pasir Panjang Road, #03-71,
Mapletree Business City II, Singapore 117371, if Customer's
billing address is not in Australia or New Zealand, or (b)
Google Australia Pty Ltd, with offices at Level 5, 48
Pirrama Road, Pyrmont 2009, NSW, Australia, if Customer's
billing address is in Australia (“Google”) and the entity
agreeing to these terms (“Customer”). For Customers with a
billing address in New Zealand, this Agreement is made and
entered into by and between Customer and Google New Zealand
Limited, with offices at PWC Tower, Level 27, 188 Quay
Street, Auckland, New Zealand 1010, as an authorized
reseller in New Zealand of the Services, and “Google” means
Google Asia Pacific Pte. Ltd. and/or its affiliates
(including Google New Zealand Limited) as the context
requires. This Agreement is effective as of the date you
click to accept these terms (the “Effective Date”). If you
are accepting on behalf of your employer or another entity,
you represent and warrant that: (i) you have full legal
authority to bind your employer, or the applicable entity,
to these terms; (ii) you have read and understand this
Agreement; and (iii) you agree, on behalf of the party that
you represent, to this Agreement. If you don’t have the
legal authority to bind your employer or the applicable
entity, please do not click to accept these terms. This
Agreement governs Customer’s access to and use of, and
Google’s provision of, the Services.

#### 1. Services.

1.1 *Customer Domain Name
Ownership.* Before providing the Services Google or
Reseller may verify that Customer owns or controls the Customer
Domain Names. If Customer does not own or control the Customer
Domain Names, then Google will have no obligation to provide
Customer with the Services.

1.2 *New Features or
Services.* Google may make new applications, features or
functionality for the Services available from time to time (“New
Applications”), the use of which may be contingent upon
Customer’s agreement to additional terms. Customer will not be
required to use the New Applications to use the Services.

1.3
*Modifications****.***

a. *Changes to Services.*
Google may make commercially reasonable changes to the Services
from time to time. If Google makes a material change to the
Services, Google will inform Customer, by either sending an
email to the Notification Email Address or alerting Customer
through the Admin Console.

b. *Changes to URL Terms.*
Google may make commercially reasonable changes to the URL Terms
from time to time. If Google makes a material change to the URL
Terms, Google will inform Customer by either sending an email to
the Notification Email Address or alerting Customer through the
Admin Console. If the change has a material adverse impact on
Customer and the change is not a result of Google complying with
a court order or applicable law, Customer may notify Google
within thirty days after being informed of the change that
Customer does not agree with the change. If Customer notifies
Google as required, then Customer will remain governed by the
terms in effect immediately before the change until the earlier
of: (i) the end of the then-current Term or (ii) 12 months after
Google informs Customer of the change, unless the modification
to the URL Terms is in response to a court order or to comply
with applicable law. If the Agreement renews, it will do so
under the updated URL Terms.

c. *Discontinuance of
Services.* Subject to Section 1.3(d), Google can
discontinue any Services or any portion or feature for any
reason at any time without liability to Customer.

d. *Deprecation Policy.*
Google will notify Customer if it intends to make a Significant
Deprecation. Google will use commercially reasonable efforts to
continue to provide the Services without a Significant
Deprecation for at least one year after that notification,
unless (as Google determines in its reasonable good faith
judgment): (i) otherwise required by law or by contract
(including if there is a change in applicable law or contract),
or (ii) doing so could create a security risk or a substantial
economic or technical burden. This policy is the “Deprecation
Policy.”

1.4 *Additional Products.*
Google may make Additional Products available to Customer and
its End Users in accordance with the applicable product-specific
Additional Product Terms. Additional Products are not subject to
or governed by this Agreement. Customer can enable or disable
Additional Products. Unless otherwise specifically stated,
Customer is not required to use Additional Products to use the
Services.

1.5 *Service Specific
Terms.* The Service Specific Terms are incorporated by
this reference into the Agreement.

#### 2. Customer Obligations.

2.1 *Compliance.* Customer
must ensure that all use of the Services by Customer and its End
Users complies with this Agreement including the Acceptable Use
Policy.

2.2 *Aliases. *Customer
is solely responsible for monitoring, responding to and
otherwise processing emails sent to the “abuse” and “postmaster”
aliases for Customer Domain Names but Google may monitor emails
sent to these aliases for Customer Domain Names to allow Google
to identify Services abuse.

2.3 *Customer
Administration of the Services. *Customer may specify one
or more Administrators through the Admin Console who will have
the rights to access Admin Account(s) and to administer the End
User Accounts. Customer is responsible for: (a) maintaining the
confidentiality of the password and Admin Account(s); (b)
designating those individuals who are authorized to access the
Admin Account(s); and (c) ensuring that all activities that
occur in connection with the Admin Account(s) comply with the
Agreement. Customer agrees that Google’s responsibilities do not
extend to the internal management or administration of the
Services for Customer and that Google is merely a data
processor.

2.4 *Administrator Access;
End User Consent. *

a. *Administrator Access.
*Administrators will have the ability to access all
Customer’s End User Accounts, including the ability to access,
monitor, use, modify, withhold, or disclose any data available
to End Users associated with their End User Accounts.

b.* Reseller as
Administrator.* If Customer orders Services via
Reseller, Reseller may have Administrator access to Customer’s
Account and Customer’s End User Accounts. As between Google and
Customer, Customer is solely responsible for: (i) any access by
Reseller to Customer’s Account or Customer’s End User Accounts;
and (ii) defining in the Reseller Agreement any rights or
obligations as between Reseller and Customer with respect to the
Services.

c. *End User Consent.*
Customer will obtain and maintain all required consents from End
Users to allow: (i) Administrators to have the access described
in this Agreement; and (ii) Google’s provision of the Services
to Administrators and End Users.

2.5 *Unauthorized Use.*
Customer will use commercially reasonable efforts to prevent
unauthorized use of the Services and to terminate any
unauthorized use. Customer will promptly notify Google of any
unauthorized use of, or access to, the Services of which it
becomes aware.

2.6 *Restrictions on Use.*
Unless Google specifically agrees in writing, Customer will not,
and will use commercially reasonable efforts to make sure a
third party does not: (a) sell, resell, lease, or the functional
equivalent, the Services to a third party (unless expressly
authorized in this Agreement); (b) attempt to reverse engineer
the Services or any component (unless applicable law prevents
Google from prohibiting this); (c) attempt to create a
substitute or similar service through use of, or access to, the
Services; (d) use the Services for High Risk Activities; (e) use
the Services to store or transfer any Customer Data that is
controlled for export under Export Control Laws; or (f) use the
Services on behalf of or for the benefit of any entity or person
who is prohibited from using the Services by applicable laws or
regulations. Customer is solely responsible for any applicable
compliance with HIPAA.

2.7 *Support; Service
Levels.* Customer will, at its own expense, respond to
questions and complaints from End Users or third parties
relating to Customer’s or End Users’ use of the Services. Google
will not provide TSS or the Services in accordance with any
SLAs, except: (a) for an additional charge and (b) where
expressly stated that TSS is available and the SLAs are
applicable.

2.8 *Anti-Bribery.* In
performing its obligations under this Agreement, Customer will
comply with all applicable commercial and public anti-bribery
laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt
Practices Act of 1977 and the UK Bribery Act of 2010, which
prohibit corrupt offers of anything of value, either directly or
indirectly to anyone, including government officials, to obtain
or keep business or to secure any other improper commercial
advantage. Furthermore, Customer will not make any facilitation
payments, which are payments to induce officials to perform
routine functions they are otherwise obligated to perform.
“Government officials” include any government employee;
candidate for public office; and employee of government-owned or
government-controlled companies, public international
organizations, and political parties.

#### 3. Payment.

3.1 *Orders via Reseller.*
If Customer orders the Services from Reseller: (a) any payments
will be made directly to Reseller under the Reseller Agreement;
(b) the remaining provisions in this Section 3 (Payment) will
not apply; (c) Google will provide to Reseller any refunds or
credits that may be due to Customer; and (d) any obligation on
the part of Reseller to provide any such refunds or credits to
Customer will depend on the terms of the Reseller Agreement.

 3.2
*Invoices***.** On or after the Billing
Start Date, Google will invoice Customer for the Fees for the
Services in advance for the Term (as applicable) and for the
one-time fees, all of which will be stated in the Order Form.
All Fees are due and payable on or before the payment due date
set out in the applicable Order Form. All payments due are in
U.S. dollars unless otherwise indicated in an Order Form.

 3.3 *Delinquent
Payments.* Delinquent payments may bear interest at the
rate of one-and-one-half percent per month (or the highest rate
permitted by law, if less) from the payment due date until paid
in full. Customer will be responsible for all reasonable
expenses (including attorneys’ fees) incurred by Google in
collecting such delinquent amounts, except where such delinquent
amounts are due to Google’s billing inaccuracies.

 3.4 *Purchase
Orders.  *

a.
*Required***.** If Customer wants a Purchase
Order number on its invoice, Customer will inform Google and
issue a Purchase Order to Google. If Customer requires a
Purchase Order, and fails to provide the Purchase Order to
Google, then Google will not be obligated to provide the
Services until the Purchase Order has been received by Google.
Any terms on a Purchase Order do not apply to this Agreement and
are null and void.

  b. *Not Required.* If
Customer does not require a Purchase Order number to be included
on the invoice, Customer will provide Google a waiver of the
Purchase Order requirement, which may be an email to this
effect. If Customer waives the Purchase Order requirement, then:
(i) Google will invoice Customer without a Purchase Order; and
(ii) Customer agrees to pay invoices without a Purchase Order.

 3.5 *Taxes.* Customer
is responsible for any Taxes, and Customer will pay Google for
the Services without any reduction for taxes. If Google is
obligated to collect or remit Taxes imposed on Customer, the
Taxes will be invoiced to Customer, unless Customer provides
Google with a timely and valid tax exemption certificate (or
other documentation as required for the exemption) authorized by
the appropriate taxing authority. In some jurisdictions the
sales tax is due on the total purchase price at the time of sale
and must be invoiced and collected at the time of the sale.

 3.6 *Invoice
Disputes.* Any invoice disputes must be submitted before
the invoice due date. If the parties determine that certain
billing inaccuracies are attributable to Google, Google will not
issue a corrected invoice, but will instead issue a credit memo
specifying the incorrect amount in the affected invoice. If the
disputed invoice has not yet been paid, Google will apply the
credit memo amount to the disputed invoice and Customer will be
responsible for paying the resulting net balance due on that
invoice.

#### 4. Suspension.

4.1 *Of End User Accounts by
Google.* If Google becomes aware of an End User’s
violation of the Agreement, then Google may specifically request
that Customer Suspend the applicable End User Account. If
Customer fails to comply with Google’s request to Suspend an End
User Account, then Google may do so. The duration of any
Suspension by Google will be until the applicable End User has
cured the breach which caused the Suspension.

4.2 *Emergency Security
Issues.* Notwithstanding the foregoing, if there is an
Emergency Security Issue, then Google may automatically Suspend
the offending use. Suspension will be to the minimum extent and
of the minimum duration required to prevent or terminate the
Emergency Security Issue. If Google Suspends an End User Account
for any reason without prior notice to Customer, at Customer’s
request, Google will provide Customer the reason for the
Suspension as soon as is reasonably possible.

4.3 *Suspension for
Non-Payment.*

a. *Automatic Suspension.*
Customer will have thirty days to pay Google delinquent Fees. If
Customer does not pay Google delinquent Fees within thirty days,
Google will automatically suspend Customer’s use of the
Services. The duration of this suspension will be until Customer
pays Google all outstanding Fees.

b. *Termination after
Suspension. *If Customer remains suspended for non-payment
for more than sixty days, Google may terminate Customer for
cause pursuant to Section 10.1.

4.4 *Suspension to Comply with
Laws. *Google may at its sole discretion Suspend the
provision of any Services at any time if required to comply with
any applicable law.

#### 5. Confidential Information.

5.1
*Obligations**.*** Subject to Section 5.2
(Disclosure of Confidential Information), the recipient will not
disclose the discloser’s Confidential Information, except to
employees, Affiliates, agents, or professional advisors
(“Delegates”) who need to know it and who have a legal
obligation to keep it confidential. The recipient will use the
Confidential Information only to exercise rights and fulfill
obligations under this Agreement, while using reasonable care.
The recipient will ensure that its Delegates are also subject to
the same non-disclosure and use obligations.

5.2 *Disclosure of Confidential
Information.*

a. *General**.**
*Subject to Section 5.2(b), the recipient may disclose the
discloser’s Confidential Information (i) in accordance with a
Legal Process or (ii) with the discloser’s written consent.

b.
*Notification**.*** Before the recipient
discloses the discloser’s Confidential Information in accordance
with a Legal Process, the recipient will use commercially
reasonable efforts to promptly notify the discloser Google will
give notice via the Notification Email Address. The recipient
does not need to provide notice before disclosure if the
recipient is informed that (i) it is legally prohibited from
giving notice or (ii) the Legal Process relates to exceptional
circumstances involving danger of death or serious physical
injury to any person.

c.
*Opposition**.*** Recipient will comply with
the other party’s reasonable requests opposing disclosure of its
Confidential Information.

#### 6. Intellectual Property
Rights; Brand Features.

6.1
***I**ntellectual Property Rights.* Except
as expressly stated, this Agreement does not grant either party
any rights, implied or otherwise, to the other’s content or any
of the other’s intellectual property. As between the parties,
Customer owns all Intellectual Property Rights in Customer Data
and Google owns all Intellectual Property Rights in the
Services.

6.2 *Display of Brand
Features.* Google may display only those Customer Brand
Features authorized by Customer (such authorization is provided
by Customer uploading its Brand Features into the Services)
within designated areas of the Service Pages. Customer may
specify the nature of this use using the Admin Console. Google
may also display Google Brand Features on the Service Pages to
indicate that the Services are provided by Google. Neither party
may display or use the other party’s Brand Features beyond what
is allowed in this Agreement without the other party’s prior
written consent.

6.3 *Brand Features
Limitation.* Any use of a party’s Brand Features will
inure to the benefit of the party holding Intellectual Property
Rights in those Brand Features. A party may revoke the other
party’s right to use its Brand Features under this Agreement
with written notice to the other and a reasonable period to stop
the use.

#### 7. Publicity.

In connection with Customer’s use
of the Services, (a) Customer may state publicly that it is a
Google customer and display Google Brand Features consistent
with the Trademark Guidelines and (b) Google may (i) orally
state that Customer is a Google customer and (ii) include
Customer’s name or Customer Brand Features in a list of Google
customers in Google’s online or offline promotional materials.
Neither party needs approval if it is using the other party’s
name or Brand Features in a manner that is substantially similar
to a previously approved manner.

#### 8. Representations, Warranties
and Disclaimers.

8.1 *Representations and
Warranties. *Each party represents that (a) it has full
power and authority to enter into the Agreement; and (b) it will
comply with all laws and regulations applicable to its
provision, or use, of the Services, as applicable.

8.2
*Disclaimers**.*** EXCEPT AS EXPRESSLY
PROVIDED FOR IN THIS AGREEMENT AND SUBJECT ALWAYS TO SECTION 8.3
(APPLICABLE LAWS NOT EXCLUDED), TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, (A) NEITHER PARTY NOR ITS SUPPLIERS MAKES ANY
OTHER WARRANTY AND THERE ARE NO CONDITIONS OR GUARANTEES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION WARRANTIES, CONDITIONS OR
GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND
NONINFRINGEMENT; AND (B) NEITHER GOOGLE NOR ITS SUPPLIERS
WARRANTS THAT OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE
ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE
SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK
ACTIVITIES. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE MAKES
NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE
ACCESSIBLE BY OR THROUGH THE SERVICES.

8.3 *Applicable Laws Not
Excluded.* Nothing in this Agreement, including Sections
8, 11 and 12, excludes or limits Google’s liability for losses
which may not be lawfully excluded or limited by applicable law.
Some jurisdictions do not allow the exclusion of certain
conditions, warranties or guarantees or accordingly, only the
limitations which are lawful in your jurisdiction will apply to
Customer and Google’s liability will be limited to the maximum
extent permitted by law.

#### 9. Term.

9.1 *Agreement Term;
Auto-Renewal.* This Agreement will remain in effect for
the Initial Term. At the end of the Initial Term, the Agreement
will automatically renew for consecutive terms of twelve months
(each a “Renewal Term”), unless either party provides the other
party with written notice of its decision not to renew at least
30 days before the beginning of the Renewal Term. This notice of
non renewal will be effective upon the conclusion of the Initial
Term or then-current Renewal Term, as applicable.

9.2 *Purchases During Term.*
Unless the parties agree otherwise in writing, End User Accounts
purchased during the Initial Term or any Renewal Term will have
a prorated term ending on the last day of that applicable
Initial Term or Renewal Term. Customer may request additional
End User Accounts during the Term by contacting its designated
Google Account Manager or Reseller, as applicable. For each
purchase of additional End User Accounts during a Term, Google
or the Reseller as applicable, and Customer will execute an
additional Order Form reflecting the purchase.

9.3 *Revising Rates. *Google
may revise its rates for the following Renewal Term by providing
Customer written notice (which may be by email) at least thirty
days before the start of the following Renewal Term.

#### 10. Termination.

10.1 *Termination for
Cause.* Either party may suspend performance or terminate
this Agreement if: (a) the other party is in material breach of
the Agreement and fails to cure that breach within thirty days
after receipt of written notice; (b) the other party ceases its
business operations or becomes subject to insolvency proceedings
and the proceedings are not dismissed within ninety days; or (c)
the other party is in material breach of this Agreement more
than two times notwithstanding any cure of such breaches.

10.2 *Effects of
Termination.* If this Agreement terminates or expires,
then: (a) the rights granted by one party to the other will
cease immediately (except as stated in this Section 10.2 and
Section 13.12 (Survival)); (b) Customer will not have access to,
or the ability to export, the Customer Data after the effective
date of termination or expiry of the Agreement; (c) all Fees
owed by Customer to Google are immediately due upon receipt of
the final invoice; (d) Customer will delete the Customer Data in
a manner consistent with the functionality of the Services and
in accordance with the terms of the Agreement; (e) Google will
delete Customer Data in accordance with the terms of the
Agreement; and (f) upon request each party will promptly use
reasonable efforts to return or destroy any remaining
Confidential Information of the other party.

#### 11. Defense and Indemnity.

11.1 *Google Indemnification
Obligations.* Subject to Section 11.4 (Conditions), Google
will defend Customer and any of its Affiliates participating
under this Agreement (“Customer Indemnified Parties”), and
indemnify them against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising from an
allegation that Customer Indemnified Parties' use in accordance
with this Agreement of Google's technology used to provide the
Services (excluding any open source software) or of Google's
Brand Features infringes the third party's Intellectual Property
Rights.

11.2 *Customer Indemnification
Obligations.* Subject to Section 11.4 (Conditions),
Customer will defend Google and its Affiliates (“Google
Indemnified Parties”), and indemnify them against Indemnified
Liabilities in any Third-Party Legal Proceeding to the extent
arising from: (a) Customer Data or Customer Brand Features; (b)
Customer’s or an End User’s use of the Services in violation of
the Acceptable Use Policy.

11.3 *Exclusions. *This
Section 11 will not apply:

a. to the extent the underlying
allegation arises from: modifications to the indemnifying
party’s technology or Brand Features by anyone other than the
indemnifying party; or combination of the indemnifying party’s
technology or Brand Features with materials not provided by the
indemnifying party; or

b. To the extent the Indemnified
Liabilities arise as a direct result of the Indemnified Party’s
gross negligence or intentional misconduct or breach of this
Agreement.

11.4 *Conditions**.
***Obligations under Sections 11.1 (Google
Indemnification Obligations) and 11.2 (Customer’s
Indemnification Obligations) are conditioned on the following:

a. The indemnified party has
promptly notified the indemnifying party in writing of any
allegation(s) that preceded the Third-Party Legal Proceeding and
cooperates reasonably with the indemnifying party to resolve the
allegation(s) and Third-Party Legal Proceeding. If breach of
this Section 11.4(a) prejudices the defense of the Third-Party
Legal Proceeding, the indemnifying party’s obligations under
Section 11.1 or 11.2 (as applicable) will be reduced in
proportion to the prejudice.

b. The indemnified party tenders
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.

11.5
*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 Customer’s use of the impacted
Services.

11.6 *Sole Rights and
Obligations. *Without affecting either party’s termination
rights, this Section 11 states the parties’ only rights and
obligations under this Agreement for any third party's
Intellectual Property Rights allegations and Third-Party Legal
Proceedings.

#### 12. Limitation of Liability.

12.1
*Limitations**.*** TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 12.2
(EXCEPTIONS TO LIMITATIONS),

a. NEITHER PARTY WILL HAVE ANY
LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (i)
THE OTHER PARTY’S LOST REVENUES OR PROFITS; (ii) INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT
FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE
DATE); OR (iii) EXEMPLARY OR PUNITIVE DAMAGES; AND

b. EACH PARTY'S TOTAL LIABILITY FOR
DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS
LIMITED TO THE GREATER OF (I) $100,000 USD OR (II) THE AMOUNT
PAID BY CUSTOMER DURING THE TWELVE MONTHS BEFORE THE EVENT
GIVING RISE TO LIABILITY.

12.2 *Exceptions to Limitations.
*NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S
LIABILITY FOR: (A) DEATH OR PERSONAL INJURY RESULTING FROM ITS
NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (B)
FRAUD OR FRAUDULENT MISREPRESENTATION; (C) INFRINGEMENT OF THE
OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (D) PAYMENT
OBLIGATIONS; (E) OBLIGATIONS UNDER SECTION 11 (DEFENSE AND
INDEMNITY); OR (F) MATTERS FOR WHICH LIABILITY CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

#### 13. Miscellaneous.

13.1
*Notices**.*** Google may provide any notice
to Customer under this Agreement by: (a) sending an email to
Notification Email Address or by (b) posting a notice in the
Admin Console. Customer may provide notice to Google under this
Agreement by sending an email to Google’s legal department at
legal-notices@google.com. Notice will be treated as received
when (x) the email is sent, whether or not the other party has
received the email or (y) notice is posted in the Admin Console.

13.2
*Assignment**.*** Neither party may assign
or transfer any part of this Agreement without the written
consent of the other party, except to an Affiliate, but only if:
(a) the assignee agrees in writing to be bound by the terms of
this Agreement; and (b) the assigning party remains liable for
obligations incurred under the Agreement before the assignment.
Any other attempt to transfer or assign is void.

13.3 *Change of Control.*
Upon a change of control (for example, through a stock purchase
or sale, merger, or other form of corporate transaction): (a)
the party experiencing the change of control will provide
written notice to the other party within thirty days after the
change of control; and (b) the other party may immediately
terminate this Agreement any time between the change of control
and thirty days after it receives the written notice in
subsection (a).

13.4 *Force Majeure.*
Neither party will be liable for inadequate performance to the
extent caused by a condition (for example, natural disaster, act
of war or terrorism, riot, labor condition, governmental action,
and Internet disturbance) that was beyond the party’s reasonable
control.

13.5 *No Waiver. *Failure to
enforce any provision of this Agreement will not constitute a
waiver.

13.6 *Severability.* If any
provision of this Agreement is found unenforceable, the balance
of the Agreement will remain in full force and effect.

13.7 *No Agency.* The
parties are independent contractors, and this Agreement does not
create an agency, partnership or joint venture.

13.8 *No Third-Party
Beneficiaries.* There are no third-party beneficiaries to
this Agreement.

13.9 *Equitable Relief.*
Nothing in this Agreement will limit either party’s ability to
seek equitable relief.

13.10 *Governing Law.*

a. ALL CLAIMS ARISING OUT 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 this 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 (e).

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 property.

g. Any arbitration proceeding
conducted in accordance with this Section will be considered
Confidential Information under this Agreement's confidentiality
section, including (i) the existence of, (ii) any information
disclosed during, and (iii) any oral communications or documents
related to the arbitration proceedings. The parties may also
disclose the information described in this Subsection (g) to a
competent court as may be necessary to file any order under
Subsection (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.

13.11 *Amendments. *Any
amendment must be in writing and expressly state that it is
amending this Agreement.

13.12
*Survival***.** The following sections will
survive expiration or termination of this Agreement: Section 3
(Payment), Section 5 (Confidential Information), Section 6.1
(Intellectual Property Rights), Section 10.2 (Effects of
Termination), Section 11 (Defense and Indemnity), Section 12
(Limitation of Liability), Section 13 (Miscellaneous) and
Section 14 (Definitions).

13.13 *Entire Agreement.*
This Agreement, and all documents referenced herein, is the
parties’ entire agreement relating to its subject and supersedes
any prior or contemporaneous agreements on that subject. If
Customer subsequently enters into a separate agreement under
which Google or a Google Affiliate agrees to provide the
Services, then that subsequent agreement will supersede this
Agreement with respect to the Services. For clarity, if Customer
has or will enter into the Additional Terms of Service for
Managed Google Domains (“Managed Google Domains Terms”), this
Agreement supersedes such Managed Google Domains Terms. The
terms located at a URL and referenced in this Agreement are
hereby incorporated by this reference.

13.14 *Interpretation of
Conflicting Terms.* If there is a conflict between the
documents that make up this Agreement, the documents will
control in the following order: the Order Form; the remainder of
this Agreement, excluding the terms located at any URL; and the
terms of this Agreement that are located at any URL.

13.15
*Counterparts***.** The parties may enter
into this Agreement by executing the applicable Order Form,
which may be executed in counterparts, including facsimile, PDF
or other electronic copies, which taken together will constitute
one instrument.

#### 14. Definitions.

**“***Acceptable
Use Policy***” **means the acceptable use
policy for the Services available
at https://www.google.com/cloud/terms/acceptable-use-policy,
or such other URL as may be provided by Google.

**“***Account***” **means
Customer’s Google account credentials and correlating access to
the Services under this Agreement.

**“***Account
Manager***”** means the Google business
person working with Customer regarding Customer’s purchase of
the Services.

**“***Additional
Products***” **means products, services and
applications that are not part of the Services but that may be
accessible, via the Admin Console or otherwise, for use with the
Services. This Agreement does not govern the use of the
Additional Products by Customer or its End Users.

**“***Additional
Product Terms***”** means the applicable
then-current terms for Additional Products described
at, https://cloud.google.com/terms/identity/user-features.html or
otherwise provided by Google.

**“***Admin
Account(s)***”** means the administrative
account(s) provided to Customer by Google for the purpose of
administering the Services. The use of the Admin Account(s)
requires a password, which Google will provide to Customer.

**“***Admin
Console***” **means the online tool provided
by Google to Customer for use in reporting, to manage End User
Accounts on the Customer domain, and certain other
administration functions.

**“***Administrators***”** mean
the Customer-designated technical personnel who administer the
Services to End Users on Customer’s behalf.

**“***Affiliate***”** means any
entity that directly or indirectly controls, is controlled by,
or is under common control with a party.

**“***Agreement***”** means the
combination of the Order Form and this Agreement.

**“***Billing Start
Date***”** means the date upon which Customer
will begin paying Google for the Services.

**“***Brand
Features***”** means the trade names,
trademarks, service marks, logos, domain names, and other
distinctive brand features of each party, respectively, as
secured by such party from time to time.

**“***Confidential
Information***”** means information that one
party (or 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.
It does not include information that is independently developed
by the recipient, is rightfully given to the recipient by a
third party without confidentiality obligations, or becomes
public through no fault of the recipient. Subject to the
preceding sentence, Customer Data is Customer’s Confidential
Information.

**“***Customer
Data***”** means content provided to Google
via the Services by or at the direction of Customer or End
Users.

**“***Effective
Date***”** means the date this Agreement is
accepted by Customer.

**“***Emergency
Security Issue***”** means either: (a)
Customer’s or End Users’ use of the Services in violation of the
Acceptable Use Policy, in a way that disrupts: (i) the Services;
(ii) other customers’ use of the Services; or (iii) the Google
network or servers used to provide the Services; or (b) to
prevent unauthorized third party access to the Services or data
within the Services.

**“***End
Users***”** means the individuals Customer
permits to use the Services.

**“***End User
Account***”** means a Google-hosted account
established by Customer through the Services for an End User.

**“***Export
Control Laws***”** means all applicable
export and re export control laws and regulations, including
trade and economic sanctions maintained by the Treasury
Department’s Office of Foreign Assets Control, and the
International Traffic in Arms Regulations (“ITAR”) maintained by
the Department of State, but excluding the Export Administration
Regulations (“EAR”) maintained by the U.S. Department of
Commerce.

**“***Fees***”** means the
amounts invoiced to Customer by Google, or Reseller, if
applicable, for the Services as described in this Agreement.

**“***High Risk
Activities***”** means uses such as the
operation of nuclear facilities, air traffic control, or life
support systems, where the use or failure of the Services could
lead to death, personal injury, or environmental damage.

**“***HIPAA***”** means the
Health Insurance Portability and Accountability Act of 1996, as
may be amended from time to time, and any regulations issued
thereunder.

**“***Indemnified
Liabilities***”** means any (a) settlement
amounts approved by the indemnifying party; and (b) damages and
costs finally awarded against the indemnified party and its
Affiliates by a court of competent jurisdiction.

**“***Initial
Term***” **means a period of 12 months,
unless such other period is specified in an Order Form.

**“***Intellectual
Property Rights***”** means current and
future worldwide rights under patent law, copyright law, trade
secret law, trademark law, moral rights law, and other similar
rights.

**“***Legal
Process***”** means a data disclosure request
made under law, governmental regulation, court order, subpoena,
warrant, governmental regulatory or agency request, or other
valid legal authority, legal procedure, or similar process.

**“***Liability***”** means any
liability, whether under contract, tort, or otherwise, including
for negligence.

**“***Notification
Email Address***”** means the email
address(es) designated by Customer in the Admin Console to
receive certain notifications from Google. It is Customer’s
responsibility to keep the Notification Email Address(es) valid
and current.

**“***Order
Form***”** means an order form, which is an
online order page or other written document provided to Customer
by Google or by a Reseller specifying the Services Customer will
use under the Agreement.

**“***Purchase
Order***”** means a Customer-issued purchase
order.

**“***Reseller***”** means, if
applicable, the authorized third party reseller that sells or
supplies the Services to Customer.

**“***Reseller
Agreement***”** means the separate agreement
between Customer and Reseller regarding the Services. The
Reseller Agreement is independent of and outside the scope of
this Agreement.

**“***Service
Pages***”** mean the web pages displaying the
Services to Administrators or End Users.

**“***Service
Specific Terms***”** means the terms specific
to one or more Services
at: https://cloud.google.com/terms/identity/service-terms.

**“***Services***” **means the
applicable Cloud Identity Core Services provided by Google and
used by Customer under this Agreement. The Services are as
described
here: https://cloud.google.com/terms/identity/user-features.html or
such other URL as Google may provide.

**“***Significant
Deprecation***”** means to discontinue or to
make backwards incompatible changes to the Services, where such
discontinuation or changes would result in Google no longer
enabling Customer to manage End User Accounts.

**“***SLA***” **means the
Service Level Agreement located here for applicable to only the
Cloud Identity - Premium
edition: https://cloud.google.com/terms/identity/sla.html,
or such other URL as Google may provide.

**“***Suspend***”** means the
immediate disabling of access to the Services, or components of
the Services, as applicable, to prevent further use of the
Services.

**“***Taxes***”** means any
duties, customs fees, or taxes (other than Google’s income tax),
including indirect taxes such as “goods and services tax” and
“value-added tax,” associated with the sale of the Services,
including any related penalties or interest.

**“***Term***”** means the
Initial Term or any renewal term for the applicable Services.

**“***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 Guidelines
for Third Party Use of Google Brand Features, located
at: https://www.google.com/permissions/guidelines.html.

**“***TSS***”** means the
technical support services available only with the Cloud
Identity - Premium edition which are provided by Google to the
Administrators under the TSS Guidelines.

**“***TSS
Guidelines***”** means Google’s technical
support services guidelines then in effect for the Cloud
Identity - Premium edition. TSS Guidelines are at the following
URL: https://cloud.google.com/terms/identity/tssg.html or
such other URL as Google may provide.

**“***URL
Terms***”** means the Acceptable Use Policy,
SLA, and TSSG.

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