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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 made and
entered into between the entity or person agreeing to these
terms (“Customer”) and Google. “Google” has the meaning
given
at https://cloud.google.com/terms/google-entity.

This Agreement is effective as of the date Customer clicks
the button to accept these terms (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 don’t have the legal
authority to bind Customer, please do not click to accept
these terms.

This Agreement governs Customer’s access to and use of the
Services whether purchased directly through Google or via
Reseller.

1. **Provision of Services; Support**.

1.1 ***Services Provision
and Use**.* During the Term, Google will provide
the Services ordered by Customer, and grants Customer the right
to access and use the applicable Services, subject to the terms
of this Agreement, including the SLA (if applicable) and
applicable Order Forms.

1.2 ***Updates to the
Services and URL Terms***.

a. ***Changes to
Services***. Subject to Section 1.2c (Deprecation
Policy), Google may make commercially reasonable changes to the
Services from time to time or discontinue any Services or
portion or feature(s) of the Services at any time and if such
change or discontinuation is material, Google will inform
Customer through the Notification Email Address or the Admin
Console. If any change to the Services involves the addition of
new applications, features or functionality for the Services
(collectively, “New Applications”), use of the New Applications
may be subject to additional terms but Customer will not be
required to use the New Applications in order to use the
Services.

b. ***Changes to URL
Terms***. Google may make commercially reasonable
changes to the URL Terms from time to time. If any such change
is material, Google will inform Customer through the
Notification Email Address or the Admin Console (the “URL Term
Change Notice”). If the change has a material adverse impact on
Customer and does not result from Google complying with a court
order or applicable law, Customer may object to the change by
notifying Google within thirty (30) days after receiving the URL
Term Change Notice. If Customer notifies Google as required,
then Customer will remain governed by the terms in effect
immediately prior to the change until the earlier of: (i) the
end of the then-current Term; or (ii) expiry of a period of 12
months from the date of the URL Term Change Notice. If the
affected Services are renewed, they will be renewed under
Google’s then current URL Terms.

c. ***Deprecation
Policy***. Google will notify Customer if it
intends to make a Significant Deprecation. Google will use
reasonable endeavours 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) it is prohibited from doing
so 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.”

1.3 ***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 in order to use the Services. For the
avoidance of doubt, any use by Customer or its End Users of the
Core Services for Google Workspace (as
described here)
that are not part of the Services will be governed by
the Google Workspace Terms of Service (or
another mutually-agreed agreement governing Customer's use of
Google Workspace).

1.4 ***Support; Service
Levels***.

a. 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.

b. 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.

c. 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 may choose to escalate to or via Reseller.

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

2. **Data Processing; Security.**

2.1 ***Data Processing
Amendment***. If during the Term, Customer
clicks-to-accept the Data Processing Amendment that Google will
make available via the Services, the Data Processing Amendment
will set forth the rights and obligations of the parties in
relation to the processing and security of Customer Data under
this Agreement, and the parties will comply with the Data
Processing Amendment.

2.2 ***Updates to the Data
Processing Amendment***. Notwithstanding that
Customer may have clicked-to-accept the Data Processing
Amendment as described in Section 2.1 (Data Processing
Amendment), Google, may, subject to Sections 1.2a (Changes to
Services) and 1.2c (Deprecation Policy), only update or modify
the Data Processing Amendment:

a. where the relevant change is
required to comply with applicable law, applicable regulation,
court order or guidance issued by a governmental regulator or
agency;

b. where the relevant change is
expressly permitted by the terms of the Data Processing
Amendment; or

c. where the relevant change:

i. is commercially reasonable;

ii. does not result in degradation
of the overall security of the Services;

iii. does not expand the scope of
or remove any restrictions on Google’s processing of Customer
Data, as described in Section 5 (Processing of Customer Data) of
the Data Processing Amendment; and

iv. does not otherwise have a
material adverse impact on Customer’s rights under the Data
Processing Amendment.

d. If Google makes a material
change to the Data Processing Amendment in accordance with this
Section 2.2, Google will inform Customer through the
Notification Email Address or the Admin Console.

3. **Custome**r **Obligations**.

3.1
***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.

3.2 ***Customer Domain
Name Ownership***. Prior to providing the
Services, Google may verify that Customer owns or controls the
Customer Domain Name(s). Customer must own or control the
Customer Domain Name(s) throughout the Term. If Customer does
not own or control the Customer Domain Name(s) and a domain
registration is required for provisioning of any Services,
Google will have no obligation to provide Customer with the
applicable Services. Customer must notify Google immediately if
Customer ceases to own or control any Customer Domain Name(s),
and will be solely responsible for any unauthorised access
resulting from any delay or failure in providing such
notification to Google.

3.3 ***Customer
Administration of the Services***. As between
Google and Customer, Customer is solely responsible for the
internal management and administration of Customer’s Services,
including: (a) designating one (or more) Administrator(s)
through the Admin Console; (b) maintaining the confidentiality
of Customer’s password(s) and Admin Account(s); (c) designating
those individuals who are authorised to access the Admin
Account(s); (d) ensuring that all activities connected with the
Admin Account(s) comply with the Agreement; and (e) monitoring,
responding to and otherwise processing emails sent to the
“abuse” and “postmaster” aliases for Customer Domain Names,
although Google may also monitor emails sent to these aliases to
allow Google to identify Services abuse.

3.4  ***Administrator
Access; End User Consent*.**

a. ***Administrator
Access***. Administrators will have the ability
to access all of 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
such access and 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.

3.5 ***Notification Email
Address***. Customer must keep its Notification
Email Address current and valid throughout the Term. Google will
use the Notification Email Address as the primary way of
communicating information to Customer about the Services,
including in relation to updates, Data Incidents (as defined in
the Data Processing Amendment (if applicable)), Suspensions and
other matters that may affect Customer’s access to or use of the
Services. Customer’s failure to keep its Notification Email
Address current and valid throughout the Term may result in
Customer not receiving important information about its or its
End Users’ access to or use of the Services, including
information relating to the termination of Customer’s Account.

3.6 ***Unauthorised
Use***. Customer must use reasonable endeavours
to prevent and terminate any unauthorised access to or use of
the Services. Unless otherwise permitted by Google in writing,
Customer may only authorise one individual (not an automated
tool) to use each End User Account. If Customer becomes aware of
any unauthorised access to or use of the Services, Customer must
notify Google as soon as reasonably practicable.

3.7 ***Restrictions on
Use***. Except to the extent expressly permitted
in this Agreement or otherwise specifically agreed by Google in
writing, Customer must not, and must use reasonable endeavours
to make sure a third party does not: (a) sell, resell or lease
the Services to a third party or otherwise make the Services
available on a paid basis to a third party; (b) attempt to
reverse engineer the Services or any component of the Services
except as permitted by law; (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, process or transfer any Customer Data that is
controlled for export under Export Control Laws.

4. **Payment**.

4.1 ***Orders via
Reseller***. If Customer orders the Services from
Reseller: (a) any payments will be made directly to Reseller
pursuant to the Reseller Agreement; (b) the remaining provisions
in this Section 4 (Payment) will not apply; (c) Google will
provide to Reseller any refunds or credits that may be due in
respect of 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.

4.2 ***Direct
Orders***.

a.
***Pricing***. Access to and use of certain
Services may require the payment of Fees. Pricing for Services
may also vary depending on Customer’s geographic location.
Google may monitor the geographic location(s) from where
Customer uses the Services to confirm that the appropriate
pricing was used to calculate Fees charged by Google. If Google
discovers that Customer is not paying the appropriate Fees,
Google will notify Customer, and reserves the right to charge
Customer the appropriate Fees.

b. ***Fees and
Invoicing***. All Fees invoices by Google to
Customer for the Services are due thirty (30) days from the
invoice date. Customer will be invoiced or, in the case of debit
or credit card payment, automatically charged in advance for the
next billing cycle, as determined by the payment plan selected
in an Order Form. Customer hereby authorises any automatic
charges and/or debits by Google debit or credit card purchases.
All payments due are in the currency and via the mode of payment
indicated on the applicable Order Form or applicable invoice.

c. ***Payment
Plans***. Google may make several payment plans
available to a Customer for a particular order, as described in
the Order Form terms. The payment plan selected by Customer for
any order will be described in the relevant Order Form. Google
reserves the right to offer additional or alternative payment
plan options for new orders in the Order Form terms presented at
the time of purchase.

4.3 ***Overdue
Payments**; **Interest***. Fees will
be overdue if not paid within thirty (30) days from the invoice
date or, in the case of debit or credit card payment, within
thirty (30) days from the date Google has initially attempted to
charge Customer. Google may charge interest at the rate of 2%
per annum above the base rate of Barclays Bank PLC from time to
time, from the due date until the date of actual payment,
whether before or after judgment, on any amount that is overdue
under this Agreement. Google may also charge Customer for
Google’s reasonable expenses (including legal fees) incurred by
Google in collecting unpaid or overdue amounts, except where
these amounts are due to billing inaccuracies attributable to
Google. For clarity, if any Fees owed by Customer are overdue,
Google may suspend or terminate all of the Services under
Section 11.1 (Termination for Cause).

4.4 ***Purchase
Orders***. If Customer requires a purchase order
number on its invoices, Customer will inform Google and Google
will include such purchase order number on invoices following
receipt. If Customer does not provide a purchase order number:
(a) Customer waives any purchase order number requirement; (b)
Google will invoice Customer without a purchase order number;
and (c) Customer agrees to pay invoices without a purchase order
number referenced. Any terms and conditions on a purchase order
do not apply to Customer’s purchase of, access to, or use of the
Services, will not amend this Agreement, and are null and void.

4.5
***Taxes***. Customer is responsible for any
Taxes, and Customer will pay Google for the Services without any
reduction for taxes. If under applicable tax legislation the
Services are subject to local VAT and Customer is required to
make a withholding of local VAT from amounts payable to Google:
(a) the value of the Services calculated in accordance with the
above procedure will be increased (i.e. grossed up) by Customer
for the amount of local VAT and the grossed up amount will be
regarded as a VAT-inclusive price; and (b) Customer will remit
the local VAT amount to be withheld from the VAT-inclusive price
to the applicable local tax authority and will ensure that
Google receives payment for the Services equal to the same net
amount as would otherwise have been due (i.e. Customer will
ensure that Google receives the VAT-inclusive price less the
local VAT withheld and remitted to the applicable tax
authority).If Google is obliged 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) authorised by the appropriate taxing authority.

4.6 ***Invoice
Disputes***. Any invoice disputes must be
submitted prior to the invoice due date and Customer agrees
that, after such date, any claims relating to inaccurate or
improperly issued invoices will be waived.

4.7
***Credits***. Google will issue a credit to
Customer to the extent any billing inaccuracies are attributable
to Google. If the disputed invoice has not yet been paid, Google
will apply the credit amount to the disputed invoice and
Customer will be responsible for paying the resulting net
balance due on that invoice.

5.** Suspension of Accounts or Services.**

5.1 ***Misuse of End User
Accounts***. If Google becomes aware of an End
User’s violation of this Agreement, then Google may request that
Customer take action to cure the violation, including Suspending
the violating End User Account. If Customer fails to take prompt
action or cure the violation, then Google may Suspend the
violating End User Account until the violation has been cured.

5.2 ***Emergency Security
Issues***. Notwithstanding Section 5.1 (Misuse of
End User Accounts) above, if there is an Emergency Security
Issue, then Google may, without prior notice, Suspend the
applicable End User Account(s). Suspension will be to the
minimum extent and of the minimum duration required to end,
resolve, prevent the recurrence of, or mitigate the effects of,
the Emergency Security Issue. If Google Suspends an End User
Account due to an Emergency Security Issue, then at Customer’s
request, Google will inform Customer the reason for the
Suspension as soon as is reasonably possible.

5.3 ***Suspension to
Comply with Laws***. Google may Suspend the
provision of any Services at any time if Google in its sole
discretion considers it necessary to do so to comply with any
applicable law.

6. **Confidential Information**.

6.1 ***Protection of
Confidential Information***. The recipient
(“Recipient”) of Confidential Information disclosed by the other
party (the “Provider”) will not disclose that information except
as described in Section 6.2 (Disclosure of Confidential
Information). The Recipient will use the Provider’s Confidential
Information only to exercise rights and fulfill obligations
under this Agreement, while using reasonable care to keep it
confidential.

6.2 ***Disclosure of
Confidential Information***.

a.
***General***. Subject to the remainder of
this Section 6.2, the Provider’s Confidential Information may be
disclosed: (i) by the Recipient to its Affiliates, Reseller
(where applicable), employees, agents, sub-contractors or
professional advisors who need to know it and who have a legal
obligation to keep it confidential (collectively, “Delegates”);
(ii) by the Recipient or its Affiliates pursuant to a Legal
Process; or (iii) with the Provider’s written consent. The
Recipient will ensure that its Delegates are subject to the same
non-disclosure and use obligations as apply to the Recipient
under Section 6.1 (Protection of Confidential Information).

b.
***Notification***. Before the Provider’s
Confidential Information is disclosed pursuant to a Legal
Process as described in Section 6.2a, the Recipient will, or
will ensure that its Affiliate will, use commercially reasonable
endeavours to promptly notify the Provider (via the Notification
Email Address, in the case of notices given by Google), provided
however that the Recipient or its Affiliate may disclose the
Provider’s Confidential Information pursuant to a Legal Process
without giving prior notice if the Recipient or its Affiliate 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.

6.3
***Opposition***. The Recipient will
cooperate with the Provider’s reasonable requests relating to
efforts to oppose disclosure of its Confidential Information.

7. **Intellectual Property Rights; Brand
Features**.

7.1 ***Intellectual
Property Rights***. Except as stated in this
Agreement, this Agreement does not grant either party any
rights, implied or otherwise, to any of the other party’s
content, technology or 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.

7.2 ***Display of Brand
Features***. Google may display only those
Customer Brand Features authorised by Customer (by 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. Subject to Sections 7.3 (Brand Features Limitation)
and 8 (Publicity), 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.

7.3 ***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
pursuant to this Agreement with written notice to the other and
a reasonable period to stop the use.

8. **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. For clarity, this section is
subject to Section 7.3 (Brand Features Limitation).

9. **Warranties and Disclaimers**.

9.1 ***Customer
Warranties***. Customer warrants that:

a. it has full power and authority
to enter into, and grant the rights under, this Agreement; and

b. it will use reasonable care and
skill in complying with its obligations under this Agreement.

9.2 ***Google
Warranties***. Google warrants that:

a. it has full power and authority
to enter into, and grant the rights under, this Agreement; and

b. it will use reasonable care and
skill in complying with its obligations under this Agreement.

9.3
***Disclaimers***. Google hereby disclaims
any conditions, warranties or other terms relating to any
Services or to any other goods or services or any information
supplied by Google under this Agreement, unless such conditions,
warranties or terms are expressly set out in this Agreement. For
clarity, and subject to Section 13.1b, no implied conditions,
warranties or other terms apply, including any implied terms as
to satisfactory quality, fitness for purpose of conformance with
description.

10. **Term**.

10.1 ***Agreement Term;
Auto-Renewal***. This Agreement will remain in
effect for the Initial Term. At the end of the Initial Term and
if Customer ordered the Services directly from Google, this
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, in which case this Agreement will expire at the end of the
then-current Term.

10.2 ***Purchases During
Term***. Unless the parties agree otherwise in
writing, End User Accounts purchased during any Term will have a
prorated term ending on the last day of that Term.

10.3 ***Requesting
Additional End User Accounts During Term***.
Customer may request additional End User Accounts during a 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.

10.4 ***Renewal
Pricing***. If Customer ordered the Services
directly from Google: (a) any renewal of the Services will be
subject to the then-current list price(s) applicable for such
Services; and (b) Google will notify Customer of any increase in
the list price(s) applicable to such Services at least thirty
days prior to the start of the Customer’s renewal date.

11. **Termination; Refunds**.

11.1 ***Termination for
Cause***. Subject to the remainder of this
Section 11 (Termination; Refunds), either party may terminate
this Agreement if: (a) the other party is in material breach of
this Agreement where the breach is capable of being cured, and
fails to cure that breach within thirty days after receipt of
written notice of the breach; or (b) if the other party is in
material breach of this Agreement where the breach is incapable
of being cured; (c) the other party is in material breach of
this Agreement (as notified) more than two times notwithstanding
any cure of such breaches; or (d) if Google has not received
payment of any overdue Fees within sixty (60) days from the
invoice date, or in the case of debit or credit card payments,
within thirty (30) days from the date of purchase. Where Google
has the right to terminate this Agreement under this Section,
Google may also suspend or terminate all or any part of the
Services for as long as such termination right applies.

11.2 ***Termination for
Insolvency***. Unless prohibited by applicable
law, either party may terminate this Agreement immediately upon
written notice if the other party cannot pay its debts as they
become due, enters into an arrangement or composition with or
for the benefit of its creditors; goes into administration,
receivership. Administrative receivership or liquidation, is
declared bankrupt or insolvent, or is dissolved or otherwise
ceases business operations. Where Google has the right to
terminate this Agreement under this Section, Google may also
suspend or terminate all or any part of the Services for as long
as such termination right applies.

11.3 ***Termination for
Suspension or Force Majeure***. Either party may
terminate this Agreement immediately upon written notice if
either of the following continues for more than thirty (30)
days: (a) any Suspension under Section 5.3 (Suspension to Comply
with Laws); or (b) failure or delay in performance as described
in Section 15.5 (Force Majeure).

11.4 ***Termination
related to Infringement Allegation or
Proceeding***. If Google notifies Customer that
Google does not consider the remedies described in Section 12.5
(Remedies) to be commercially reasonable in the circumstances,
or if such remedies are not provided within ninety (90) days of
an injunction, either party may terminate this Agreement by
providing thirty (30) days prior written notice and a refund may
be due in respect of Customer as described in Section 11.7
(Refunds).

11.5 ***Termination
related to Anti-Bribery Laws***. Google may
terminate this Agreement immediately upon written notice to
Customer if Google believes, in good faith, that Customer has
violated or caused Google to violate any Anti-Bribery Laws, or
that such a violation is reasonably likely to occur.

11.6 ***Effects of
Termination***. If this Agreement terminates or
expires, then: (a) the rights granted by one party to the other
will cease as of the effective date of termination or expiry
(except as set forth in this Section 11 (Termination; Refunds)
and Section 15.12 (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 and
will be responsible for using the functionality of the Services
to export all Customer Data from the Services by such date; (c)
following export and/or deletion of Customer Data by Customer,
Google will delete Customer Data as described in the Data
Processing Amendment (if applicable); and (d) upon request each
party will promptly use reasonable endeavours to return or
destroy any remaining Confidential Information (excluding
Customer Data) of the other party.

11.7
***Refunds***. Subject to Sections 4.1(c)
and 4.1(d), if this Agreement is terminated under Section
11.3(a) or 11.4, then upon Customer’s request, Google will
provide a pro-rata refund, either to Reseller (if Customer
ordered the Services from Reseller) or to Customer (if Customer
ordered the Services directly from Google), of any unearned fees
already paid to Google as of the effective termination date.
Unless expressly stated otherwise, termination under any other
section of this Agreement (including the Data Processing
Amendment (if applicable)) will not oblige Google to refund any
fees, nor relieve Customer of any obligation under Section 4
(Payment) to pay such part of Customer’s annual commitment (if
any) as may remain unpaid as of the effective date of
termination.

12. **Indemnity**.

12.1 ***Google
Indemnification Obligations***. Subject to
Section 12.4 (Conditions), Google will indemnify Customer and
any of its Affiliates participating under this Agreement
(“Customer Indemnified Parties”), against Indemnified
Liabilities to the extent arising from alleged infringement of
any third party’s Intellectual Property Rights by Customer
Indemnified Parties' use in accordance with this Agreement of
Google's technology (excluding any open source software) used to
provide the Services or of Google's Brand Features.

12.2 ***Customer
Indemnification Obligations***. Subject to
Section 12.4 (Conditions), Customer will indemnify Google and
its Affiliates (“Google Indemnified Parties”) against
Indemnified Liabilities to the extent arising from alleged
infringement of any third party’s Intellectual Property Rights
by Google Indemnified Parties’ use in accordance with this
Agreement: (a) Customer Data or Customer Brand Features; and (b)
Customer’s or an End User’s use of the Services in violation of
the Acceptable Use Policy.

12.3
***Exclusions***. This Section 12 will not
apply to the extent the underlying allegation arises from: (a)
modifications to the indemnifying party’s technology or Brand
Features by anyone other than the indemnifying party; or (b)
combination of the indemnifying party’s technology or Brand
Features with materials not provided by the indemnifying party.

12.4
***Conditions***. Sections 12.1 (Google
Indemnification Obligations) and 12.2 (Customer Indemnification
Obligations) are conditioned on the party requesting
indemnification under this Section 12:

a. having promptly notified the
indemnifying party in writing of any allegation(s) that preceded
the Third-Party Legal Proceeding;

b. reasonably cooperating with the
indemnifying party to resolve the allegation(s); and

c. tendering sole control of the
indemnified portion of the Third-Party Legal Proceeding to the
indemnifying party. 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.

12.5
***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 12.5a are commercially reasonable, then
Google may suspend or terminate Customer’s use of the impacted
Services.

12.6 **Sole Rights and
Obligations**. Without affecting any termination rights
under Section 11 (Termination; Refunds) or refund rights under
Section 11.7 (Refunds), and subject to Section 13 (Limitation of
Liability), this Section 12 states the parties’ only rights and
obligations under this Agreement relating to third party
allegations of Intellectual Property Rights infringement and to
Third-Party Legal Proceedings.

13. **Limitation of Liability**.

13.1 Nothing in this Agreement
shall exclude or limit either party’s liability for:

a. death or personal injury
resulting from the negligence of either party or their servants,
agents or employees;

b. fraud or fraudulent
misrepresentation;

c. breach of any implied condition
as to title or quiet enjoyment;

d. payment of applicable Fees for
the Services; or

e. any other matter for which
liability cannot be excluded or limited under applicable law.

13.2 Except to the extent this
Agreement states otherwise, nothing in this Agreement shall
exclude or limit either party’s liability under Section 12
(Indemnity).

13.3 Subject to Sections 13.1 and
13.2, neither party shall be liable under this Agreement
(whether in contract, tort (including negligence) or otherwise)
for any of the following losses suffered or incurred by the
other party (whether or not such losses were within the
contemplation of the parties at the date of this Agreement):

a. loss of actual or anticipated
profits (including loss of profits on contracts);

b. loss of anticipated savings;

c. loss of business opportunity;

d. loss of reputation or damage to
goodwill; and

e. special, indirect or
consequential losses.

13.4 Subject to Sections 13.1, 13.2
and 13.3, each party’s total liability under this Agreement
(whether in contract, tort (including negligence) or otherwise)
for all causes of action arising in any Contract Year shall be
limited to the greater of:

a. £25,000; or

b. 125% of the Fees paid and/or
payable by Customer in that Contract Year for the Services.

14. **Compliance with Anti-Bribery Laws**.

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 organisations, and political parties.

15. **Miscellaneous**.

15.1
***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. Notices 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.

15.2
***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 has notified the
other party of the assignment. Any other attempt to transfer or
assign is void. For clarity, the assigning party will remain
liable for all obligations under this Agreement.

15.3
***Sub-contracting***. Subject to any
restrictions in the Data Processing Amendment (if applicable)
relating to sub-contracting, either party may sub-contract its
obligations under this Agreement, in whole or in part, without
the prior written consent of the other, provided that the
sub-contracting party remains fully liable for all such
sub-contracted obligations and accepts full liability as between
the parties for the actions and/or inactions of its
sub-contractors as if such actions and/or inactions were its
own.

15.4 ***Change of
Control***. If either party is subject to a
change of control (for example, through a stock purchase or
sale, merger, or other form of corporate transaction) other than
in the context of an internal restructuring or reorganisation of
such party and its Affiliates: (a) the party subject to such
change of control will provide written notice to the other party
within thirty (30) days after the change of control; and (b) the
other party may terminate this Agreement with immediate effect,
by written notice to the party subject to the change of control,
any time between the change of control and thirty (30) days
after the other party receives the written notice referred to in
subsection (a).

15.5 ***Force
Majeure***. Neither party will be liable for
failure or delay in performance to the extent caused by
circumstances beyond its reasonable control.

15.6 ***No
Waiver***. Except to the extent this Agreement
states otherwise, neither party will be treated as having waived
any rights by not exercising (or delaying the exercise of) any
rights under this Agreement.

15.7
***Severability***. If any term (or part of
a term) of this Agreement is invalid, illegal or unenforceable,
the rest of this Agreement will remain in full force and effect.

15.8 ***No
Agency***. The parties are independent
contractors, and this Agreement does not create an agency,
partnership or joint venture between or among Customer or Google
or Reseller (regardless of the use of the term “partner”,
“certified” or other similar designation).

15.9 ***Third-Party
Beneficiaries***. Except to the extent this
Agreement states otherwise, there are no other third-party
beneficiaries to this Agreement. For clarity, Google LLC is a
third party beneficiary of Section 6.2 (Disclosure of
Confidential Information).

15.10 ***Governing
Law***.

a. This Agreement and any dispute
(contractual or non-contractual) concerning this Agreement or
its subject matter or formation (a “Dispute”) is/are governed by
English law.

b. Any Dispute shall be referred to
and finally resolved by arbitration under the rules of the LCIA,
which rules are deemed to be incorporated by reference into this
clause. The number of arbitrators shall be three. The seat, or
legal place, of arbitration shall be London, England. The
language to be used in the arbitration shall be English.

c. This Section 15.10 shall be
without prejudice to the right of either party to apply to any
court of competent jurisdiction for emergency, interim or
injunctive relief (together "Interim Relief"). Except where
Customer has its registered office or principal place of
business in Russia or Ukraine, such Interim Relief shall be
subject to review and subsequent adjudication by the arbitral
tribunal such that any dispute in respect of Interim Relief
shall be determined by the arbitral tribunal.

15.11
***Amendments***. Except to the extent this
Agreement states otherwise, any amendment of the terms must be
in writing, must be signed (which may include forms of
electronic signature or acceptance) by both parties and must
state that it is amending this Agreement.

15.12
***Survival***. The following sections will
survive expiration or termination of this Agreement: Section 4
(Payment), Section 6 (Confidential Information), Section
7.1(Intellectual Property Rights), Section 11.6 (Effects of
Termination), Section 12 (Indemnity), Section 13 (Limitation of
Liability), Section 15 (Miscellaneous) and Section 16
(Definitions). The Data Processing Amendment (if applicable)
will survive expiry or termination of this Agreement as set out
in the Data Processing Amendment.

15.13 ***Entire
Agreement***. This Agreement, which includes the
Order Form(s), Data Processing Amendment (if applicable), URL
Terms and all documents incorporated herein, sets out all terms
agreed between the parties and supersedes all other agreements
between the parties relating to its subject matter. In entering
into this 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 set out in this Agreement.
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.

15.14 ***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 Data Processing
Amendment (if applicable); 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.

15.15
***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.

15.16 ***Conflicting
Languages***. If this Agreement is translated
into any language other than English, and there is a discrepancy
between the English text and the translated text, the English
text will govern.

16. **Definitions**.

16.1 ***Use of
including***. In this Agreement (a) “including”
means “including but not limited to,” and (b) examples are
illustrative and not the sole examples of a particular concept.

16.2 ***Defined
Terms***. In this Agreement, the following
definitions apply unless expressly stated otherwise:

“***Acceptable Use
Policy***” means the then-current acceptable use
policy for the Services that can be found at the following URL
link: https://www.google.com/cloud/terms/acceptable-use-policy.
The Acceptable Use Policy and such URL link may be updated or
modified by Google from time to time in accordance with Section
1.2b (Changes to URL Terms).

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

“***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.

“***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 administration tools and
features made available to Administrator via the Services.

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

“***Affiliate***” means any entity
controlling, controlled by or under common control with a party,
where “control” is defined as (a) the ownership of at least
fifty (50%) of the equity or beneficial interests of the entity;
(b) the right to vote for or appoint a majority of the board of
directors or other governing body of the entity; or (c) the
power to exercise a controlling influence over the management or
policies of the entity.

“***Anti-Bribery
Laws***” has the meaning given in Section 14
(Compliance with Anti-Bribery Laws).

“***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.

“***Contract
Year***” means a period of one year starting on
the Effective Date or the relevant anniversary of the Effective
Date (as appropriate).

**“*Core Services for
Google Workspace*”** has the meaning given in the
Data Processing Amendment irrespective of whether Customer has
clicked-to-accept the Data Processing Amendment as described in
Section 2.1 (Data Processing Amendment).

“***Customer
Data***” has the meaning given in the Data
Processing Amendment, irrespective of whether Customer has
clicked-to-accept the Data Processing Amendment as described in
Section 2.1 (Data Processing Amendment).

“***Customer Domain
Name(s)***” means the domain name(s) used by
Customer in connection with the Services and specified in the
Order Form.

“***Data Processing
Amendment***” or “***DPA***”
means Google’s then-current amendment to this Agreement
describing Google’s data protection and processing obligations
with respect to Customer Data, as available at the following URL
link: https://workspace.google.com/terms/dpa_terms.html.
The Data Processing Amendment and such URL link may be updated
or modified by Google from time to time in accordance with
Section 2.2 (Updates to the Data Processing Amendment).

“***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
unauthorised third party access to the Services or data within
the Services.

“***End
User(s)***” means the individual(s), including an
individual employed by or otherwise associated with an
Affiliate, whom 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 reexport
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.

"***Indemnified
Liabilities***" means any (a) settlement amounts
approved by the indemnifying party in any Third Party Legal
Proceeding; and (b) damages and costs awarded in a final
judgment against the indemnified party and its Affiliates by a
court of competent jurisdiction in any Third-Party Legal
Proceeding.

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

“***Intellectual Property
Rights***” means all patent rights, copyrights,
trademark rights, trade secret rights, database rights, domain
name rights, moral rights, and any other intellectual property
rights (registered or unregistered) throughout the world.

“***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.

“***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. Order Forms are incorporated into this
Agreement by reference.

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

“***Reseller***” means, if applicable, the
authorised 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: http://cloud.google.com/terms/identity/service-terms.

“***Services***” means, the applicable cloud
identity core services provided by Google and used by Customer
as described in the Services Summary.

“***Services
Summary***” means the then-current description of
the Services, as can be found at the following URL
link: http://cloud.google.com/terms/identity/user-features.html.
The Services Summary and such URL link may be updated or
modified by Google from time to time.

“***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 applicable to only the Cloud
Identity - Premium edition located
at: http://cloud.google.com/terms/identity/sla.html.
The SLA and such URL link may be updated or modified by Google
from time to time in accordance with Section 1.2b (Changes to
URL Terms).

“***Suspend***”
or ***Suspension*** 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, subject to early termination in accordance with this
Agreement.

”***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: http://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 then-current
technical support services guidelines then in effect for the
Cloud Identity - Premium edition of the Services. TSS Guidelines
are at the following
URL: http://cloud.google.com/terms/identity/tssg.html and
such URL link may be updated or modified by Google from time to
time in accordance with Section 1.2b (Changes to URL Terms).

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

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