14 Jul 2021

Home

Stay organized with collections

Save and categorize content based on your preferences.

# Cloud Identity Agreement

Last modified: July 14, 2021

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

This Cloud Identity Agreement (the “Agreement”) is entered
into between Google LLC, with offices at 1600 Amphitheatre
Parkway, Mountain View, California 94043 (“Google”) and the
entity agreeing to these terms (“Customer”). This Agreement
is effective as of the date you click to accept these terms
(the “Effective Date”). If you are accepting on behalf of
your employer or another entity, you represent and warrant
that: (i) you have full legal authority to bind your
employer, or the applicable entity, to these terms; (ii) you
have read and understand this Agreement; and (iii) you
agree, on behalf of the party that you represent, to this
Agreement. If you don’t have the legal authority to bind
your employer or the applicable entity, please do not click
to accept these terms. This Agreement governs Customer’s
access to and use of, and Google’s provision of, the
Services.

#### 1. Services.

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

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

1.3 *Modifications.*

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

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

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

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

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

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

#### 2. Customer Obligations.

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

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

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

2.4 *Administrator Access; End
User Consent.*

a. *Administrator Access.*
Administrators will have the ability to access all 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 the Services.

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

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

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

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

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

#### 3. Payment.

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

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

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

3.4 *Purchase Orders.*

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

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

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

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

#### 4. Suspension.

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

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

4.3 *Suspension for
Non-Payment.*

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

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

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

#### 5. Confidential Information.

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

5.2 *Disclosure of Confidential
Information.*

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

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

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

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

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

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

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

#### 7. Publicity

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

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

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

8.2 *Disclaimers*. EXCEPT AS
EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, (A) NEITHER PARTY NOR ITS SUPPLIERS
MAKES ANY OTHER WARRANTY AND THERE ARE NO CONDITIONS OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND
NONINFRINGEMENT; AND (B) NEITHER GOOGLE NOR ITS SUPPLIERS
WARRANTS THAT OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE
ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE
SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK
ACTIVITIES. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE MAKES
NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE
ACCESSIBLE BY OR THROUGH THE SERVICES.

#### 9. Term.

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

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

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

#### 10. Termination.

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

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

#### 11. Defense and Indemnity.

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

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

11.3 *Exclusions*. This
Section 11 will not apply to the extent the underlying
allegation arises from: modifications to the indemnifying
party’s technology or Brand Features by anyone other than the
indemnifying party; or combination of the indemnifying party’s
technology or Brand Features with materials not provided by the
indemnifying party.

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

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

b. The indemnified party tenders
sole control of the indemnified portion of the Third-Party Legal
Proceeding to the indemnifying party, subject to the following:
(i) the indemnified party may appoint its own non-controlling
counsel, at its own expense; and (ii) any settlement requiring
the indemnified party to admit liability, pay money, or take (or
refrain from taking) any action, will require the indemnified
party’s prior written consent, not to be unreasonably withheld,
conditioned, or delayed.

11.5 *Remedies*

a. If Google reasonably believes
the Services might infringe a third party’s Intellectual
Property Rights, then Google may, at its sole option and
expense: (i) procure the right for Customer to continue using
the Services; (ii) modify the Services to make them
non-infringing without materially reducing their functionality;
or (iii) replace the Services with a non-infringing,
functionally equivalent alternative.

b. If Google does not believe the
remedies in Section 11.5(a) are commercially reasonable, then
Google may suspend or terminate Customer’s use of the impacted
Services.

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

#### 12. Limitation of Liability.

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

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

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

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

#### 13. Miscellaneous.

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

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

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

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

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

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

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

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

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

13.10 *U.S. Governing Law.*
This Agreement is governed by California law, excluding that
state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA
CLARA COUNTY, CALIFORNIA.

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

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

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

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

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

#### 14. Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

*“Confidential Information”
*means information that one party (or Affiliate) discloses
to the other party under this Agreement, and that is marked as
confidential or would normally be considered confidential
information under the circumstances. It does not include
information that is independently developed by the recipient, is
rightfully given to the recipient by a third party without
confidentiality obligations, or becomes public through no fault
of the recipient. Subject to the preceding sentence, Customer
Data is Customer’s Confidential Information.

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

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

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

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

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

*“Export Control Laws”
*means all applicable export and 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“*Third-Party Legal
Proceeding*” means any formal legal proceeding filed by an
unaffiliated third party before a court or government tribunal
(including any appellate proceeding).

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

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

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

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

#### 15. Region-Specific Terms.

Customer agrees to the following
modifications to the Agreement if Customer’s billing address is
in the applicable region as described below:

**LATAM - All
regions**

Section 13.10 (U.S. Governing Law)
is replaced as follows:

13.10 *Governing Law;
Arbitration.*

a. ALL CLAIMS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR
SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR
PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S
CONFLICTS OF LAWS RULES.

b. The parties will try in good
faith to settle any Dispute within 30 days after the Dispute
arises. If the Dispute is not resolved within 30 days, it must
be resolved by arbitration by the American Arbitration
Association’s International Centre for Dispute Resolution in
accordance with its Expedited Commercial Rules in force as of
the date of this Agreement ("Rules").

c. The parties will mutually select
one arbitrator. The arbitration will be conducted in English in
Santa Clara County, California, USA.

d. Either party may apply to any
competent court for injunctive relief necessary to protect its
rights pending resolution of the arbitration. The arbitrator may
order equitable or injunctive relief consistent with the
remedies and limitations in the Agreement.

e. Subject to the confidentiality
requirements in Subsection (g), either party may petition any
competent court to issue any order necessary to protect that
party's rights or property; this petition will not be considered
a violation or waiver of this governing law and arbitration
section and will not affect the arbitrator’s powers, including
the power to review the judicial decision. The parties stipulate
that the courts of Santa Clara County, California, USA, are
competent to grant any order under this Subsection 13.10 (e).

f. The arbitral award will be final
and binding on the parties and its execution may be presented in
any competent court, including any court with jurisdiction over
either party or any of its property.

g. Any arbitration proceeding
conducted in accordance with this Section 13.10 (Governing Law;
Arbitration) will be considered Confidential Information under
Section 5 (Confidential Information), including: (i) the
existence of, (ii) any information disclosed during, and (iii)
any oral communications or documents related to, the arbitration
proceedings. In addition to the disclosure rights under Section
5 (Confidential Information), the parties may disclose the
information described in this Subsection 13.10 (g) to a
competent court as may be necessary to file any order under
Subsection 13.10 (e) or execute any arbitral decision, but the
parties must request that those judicial proceedings be
conducted *in camera* (in private).

h. The parties will pay the
arbitrator’s fees, the arbitrator's appointed experts' fees and
expenses, and the arbitration center's administrative expenses
in accordance with the Rules. In its final decision, the
arbitrator will determine the non-prevailing party's obligation
to reimburse the amount paid in advance by the prevailing party
for these fees.

i. Each party will bear its own
lawyers’ and experts’ fees and expenses, regardless of the
arbitrator’s final decision regarding the Dispute.

[[["Easy to understand","easyToUnderstand","thumb-up"],["Solved my problem","solvedMyProblem","thumb-up"],["Other","otherUp","thumb-up"]],[["Hard to understand","hardToUnderstand","thumb-down"],["Incorrect information or sample code","incorrectInformationOrSampleCode","thumb-down"],["Missing the information/samples I need","missingTheInformationSamplesINeed","thumb-down"],["Other","otherDown","thumb-down"]],[],[],[]]