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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*. The Data Processing Amendment sets 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.
Customer may, in addition, be required to click-to-accept the
Data Processing Amendment via the Services solely for technical
or operational reasons, but any such acceptance will not affect
the rights or obligations of the parties as described in this
Section 2 or the Data Processing Amendment.

2.2 *Updates to the Data
Processing Amendment***.** Subject to
Sections 1.2a (Changes to Services) and 1.2c (Deprecation
Policy), Google may 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. Customer 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), 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. If Customer has
entered the Agreement with GCL, Google may collect payments via
Google Payment Limited, a company incorporated in England and
Wales with offices at Belgrave House, 76 Buckingham Palace Road,
London, SW1W 9TQ, United Kingdom.

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 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; 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) 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 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 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;
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.

“*Customer Data*” has the
meaning given in the 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/intl/en/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 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.

"*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: https://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: https://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: https://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: 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 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: https://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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