April 4, 2024

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# SecOps Service
Specific Terms

Last modified: April 4, 2024

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

These SecOps Service Specific Terms are incorporated
into the agreement under which Google has agreed to
provide SecOps Services (as described at

https://cloud.google.com/terms/secops/services)
to Customer (the “Agreement”). If the Agreement
authorizes the resale or supply of SecOps Services under
a Google partner or reseller agreement or program,
then all references to Customer in the SecOps Service
Specific Terms mean Partner or Reseller (as applicable),
and all references to Customer Data in the SecOps
Service Specific Terms mean Partner Data. Capitalized
terms used but not defined in the SecOps Service
Specific Terms have the meaning given to them in the
Agreement.

**1. Data**

a. *Improvements*. To
respond to the evolving threat landscape and provide
current and state-of-the-art cybersecurity, as part of
providing the Services we process Customer Data to improve
the security, threat detection, prevention, and response
capabilities of such Services.

b. *Location*. In the
Order Form or by other means if made available by Google,
Customer may select to store Customer Data in a specific
Region or Multi-Region as detailed in the SecOps Services
Locations Page (“Data Location Selection”), and Google
will store that Customer Data at rest only in the selected
Region/Multi-Region. If a Data Location Selection is not
made by Customer, Google may (subject to the Cloud Data
Processing Addendum) process and store Customer Data
anywhere Google or its agents maintain facilities. The
Services do not limit the locations from which Customer or
Customer End Users may access Customer Data or to which
they may move Customer Data. For clarity, Customer Data
does not include resource identifiers, attributes, or
other data labels.

**2. General Software Terms.** The following terms
apply to all Software:

a. *License*. Google
grants Customer a royalty-free (unless otherwise stated by
Google), non-exclusive, non-sublicensable,
non-transferable license during the Term to reproduce and
use the Software ordered by Customer on systems owned,
operated, or managed by or on behalf of Customer in
accordance with (i) the Agreement, and (ii) if applicable,
the Scope of Use. Customer may authorize its and its
Affiliates' employees, agents, and subcontractors
(collectively, “Software Users”) to use the Software in
accordance with this section (License), so long as
Customer remains responsible. Customer may make a
reasonable number of copies of the Software for back-up
and archival purposes. For clarity, Software does not
constitute Services.

b. *Documentation*.
Google may provide Documentation describing the
appropriate operation of the Software, including a
description of how Software is properly used, and whether
and how the Software collects and processes data. Customer
will comply with any restrictions in the Documentation
regarding Software use.

c. *Compliance With Scope
of Use*. Within 30 days of Google’s reasonable
written request, Customer will provide a sufficiently
detailed written report describing its usage in accordance
with the applicable Scope of Use of each Software product
used by Customer and its Software Users during the
requested period. If requested, Customer will provide
reasonable assistance and access to information to verify
the accuracy of Customer’s Software usage report(s).

d. *Other Warranties and
Compliance*. Each party represents and warrants that
it will comply with all laws and regulations applicable to
its provision or use of the Software, as applicable.
Customer will: (i) ensure that Customer and its Software
Users' use of the Software complies with the Agreement and
the restrictions in the Agreement applying to Customer's
use of the Services; (ii) use commercially reasonable
efforts to prevent and terminate any unauthorized access
to or use of the Software; and (iii) promptly notify
Google of any unauthorized access to or use of the
Software of which Customer becomes aware. If the Software
contains open source or third-party components, those
components may be subject to separate license agreements,
which Google will make available to Customer. Customer is
solely responsible for complying with the terms of any
third-party sources from which Customer elects to migrate
its workloads onto the Services, and represents and
warrants that such third-party sources permit the use of
Software to migrate applications away from such sources.
If the Agreement terminates or expires, then Customer will
stop using all Software and delete it from Customer's
systems.

**3. Premium Software Terms****.** The
following terms apply only to Premium Software:

a. *Introduction*.
Google makes certain Software available under the
Agreement described as “Premium Software” in an Order Form
or as otherwise identified as Premium Software by Google
(“Premium Software”). Customer will pay applicable Fees
for any Premium Software it obtains as described in the
applicable Order Form. Premium Software is Google’s
Confidential Information.

b. *Software
Warranty*. Google warrants to Customer that for one
year from its delivery, Premium Software will perform in
material conformance with the applicable Documentation.
This warranty will not apply if (i) Customer does not
notify Google of the non-conformity within 30 days after
Customer first discovers it, (ii) Customer modifies
Premium Software or uses it in violation of the Agreement,
or (iii) the non-conformity is caused by any third-party
hardware, software, services, or other offerings or
materials, in each case not provided by Google.

If Google breaches this
warranty, then Google will, in its discretion, repair or
replace the impacted Premium Software at no additional
charge. If Google does not believe that repairing or
replacing would be commercially reasonable, then Google
will notify Customer and (A) Customer will immediately
cease use of the impacted Premium Software and (B) Google
will refund or credit any prepaid amounts for the impacted
Premium Software and Customer will be relieved of any
then-current commitment to pay for future use of the
impacted Premium Software. Without limiting the parties’
termination rights, this section (Software Warranty)
states Customer’s sole remedy for Google’s breach of the
warranty in this section (Software Warranty).

c. *Software
Indemnification*. Google’s indemnity obligations
under the Agreement with respect to allegations of
infringement of third-party Intellectual Property Rights
apply to Premium Software, and Customer’s indemnity
obligations under the Agreement with respect to Customer’s
use of the Services apply to Customer’s use of Premium
Software. In addition to any other indemnity exclusions in
the Agreement, Google’s indemnity obligations will not
apply to the extent the underlying allegation arises from
modifications to Premium Software not made by Google or
use of versions of Premium Software that are no longer
supported by Google.

d. *Technical
Support*. Unless otherwise specified by Google,
Google will make TSS available for Premium Software for an
additional charge, in accordance with the TSS Guidelines.

e. *Compliance*.
Premium Software may transmit to Google metering
information reasonably necessary to verify that use of the
Premium Software complies with the Scope of Use, as
described in the applicable Documentation. Customer will
not disable or interfere with the transmission of such
metering information.

f. *Updates and
Maintenance*. During the Term, Google will make
available to Customer copies of all current versions,
updates, and upgrades of Premium Software, promptly upon
general availability, as described in the Documentation.
Unless otherwise stated in the Documentation for the
applicable component of Premium Software, Google will
maintain the current release of Premium Software and the
two versions immediately preceding the current release,
including by providing reasonable bug fixes and security
patches. Maintenance for any Premium Software may be
discontinued with one year’s notice from Google, except
Google may eliminate maintenance for a version and require
upgrading to a maintained version to address a material
security risk or when reasonably necessary to avoid an
infringement claim or comply with applicable law.

**4. Pre-GA Offerings Terms.** Google may make
available to Customer pre-general availability features,
services or software that are either not yet listed at

https://cloud.google.com/terms/secops/services
or identified as “Early Access,” “Alpha,” “Beta,”
“Preview,” “Experimental,” or a similar designation in
related documentation or materials (collectively, “Pre-GA
Offerings”). While Pre-GA Offerings are not Services or
Software, Customer’s use of Pre-GA Offerings is subject to
the terms of the Agreement applicable to Services (or
Software, if applicable), as amended by this Section 4.

Customer may provide feedback and suggestions about the
Pre-GA Offerings to Google, and Google and its Affiliates
may use any feedback or suggestions provided without
restriction and without obligation to Customer.

PRE-GA OFFERINGS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS
OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND.
Pre-GA Offerings (a) may be changed, suspended or
discontinued at any time without prior notice to Customer
and (b) are not covered by any SLA or Google indemnity.
Except as otherwise expressly indicated in a written
notice or the documentation for a given Pre-GA Offering,
(i) Pre-GA Offerings may not be covered by TSS, (ii) the
Cloud Data Processing Addendum does not apply to Pre-GA
Offerings and Customer should not use Pre-GA Offerings to
process personal data or other data subject to legal or
regulatory compliance requirements, and (iii) Google’s
data location commitments set out in these Service
Specific Terms will not apply to Pre-GA Offerings. With
respect to Pre-GA Offerings, to the maximum extent
permitted by applicable law, neither Google nor its
suppliers will be liable for any amounts in excess of the
lesser of (A) the limitation on the amount of liability
stated in the Agreement or (B) $25,000. Nothing in the
preceding sentence will affect the remaining terms of the
Agreement relating to liability (including any specific
exclusions from any limitation of liability). Customer's
access to and use of any Pre-GA Offering is subject to any
applicable Scope of Use. Either party may terminate
Customer's use of a Pre-GA Offering at any time with
written notice to the other party. Certain Pre-GA
Offerings may be subject to additional terms stated below.

**5. Benchmarking.** Customer may conduct benchmark
tests of the Services (each a "Test"). Customer may only
publicly disclose the results of such Tests if it (a)
obtains Google's prior written consent, (b) provides
Google all necessary information to replicate the Tests,
and (c) allows Google to conduct benchmark tests of
Customer's publicly available products or services and
publicly disclose the results of such tests.
Notwithstanding the foregoing, Customer may not do either
of the following on behalf of a hyperscale public cloud
provider without Google's prior written consent: (i)
conduct (directly or through a third party) any Test of
the Services or (ii) disclose the results of any such
Test.

**6. Unpaid Trials.** Certain Services may be made
available to Customer on a trial basis under a trial
account (“Trial Account”). The parameters of each trial,
including any Scope of Use, may be presented to Customer
either through the Order Form, Documentation, email, or as
otherwise communicated by Google. Use of a trial indicates
Customer’s acceptance of any such parameters. When the
trial ends or terminates, Customer will no longer have
access to the Services under the Trial Account and any
Customer Data in the Services will be deleted unless
Customer orders the Services before the end of the trial
period. Notwithstanding any other terms in the Agreement,
the SLA, Technical Support Services, and Google’s
indemnity do not apply to trials or Trial Accounts. During
the trial term, the Services are provided “as-is” without
any representations or warranties of any kind.
Notwithstanding anything to the contrary in the Agreement,
Google’s total aggregate Liability for damages arising out
of or related to a trial or Trial Account is limited to
$25,000.00 USD in the aggregate.

******7. Generative AI Features.**

a.* Disclaimer.*
Generative AI Features use emerging technology, may
provide inaccurate or offensive output, and are not
designed for or intended to meet Customer’s regulatory,
legal, or other obligations.

b.* Prohibited Use Policy*. For the purposes of
Generative AI Features, the Prohibited Use Policy located
at

https://policies.google.com/terms/generative-ai/use-policy,
as may be updated from time to time, are incorporated into
the AUP (if Customer has questions on whether this policy
applies to Customer’s business, contact your Google Cloud
Sales Representative or Google Cloud Partner).

c.* Use Restrictions for Generative AI Features.*
Customer will not, and will not allow End Users to, use
output from the Generative AI Features to: (i) develop
models that compete with any Service or Software, or (ii)
reverse engineer any Service, Software, or their models
(or extract any components of the foregoing).

d. *Age Restrictions*.
Customer will not, and will not allow End Users to, use a
Generative AI Feature as part of an online service that is
directed towards or is likely to be accessed by
individuals under the age of 18.

e.* Healthcare Restrictions*. Customer will not, and
will not allow End Users to, use the Generative AI
Features for clinical purposes (for clarity, non-clinical
research, scheduling, or other administrative tasks is not
restricted), to provide medical advice, or in any manner
that is overseen by or requires clearance or approval from
any applicable regulatory authority.

f.* Suspected Violations*. Google may immediately
suspend or terminate Customer’s use of a Generative AI
Feature based on any suspected violation of subsections
(c) or (d) above.

g. *Restrictions*. The
restrictions contained in subsections (d) and (e) above
are deemed to be “Restrictions” or “Use Restrictions”
under the applicable Agreement.

**8. Support. **If Customer is not an existing Google
Cloud Platform customer, then the following terms apply:
To access the Technical Support Services, Customer must
login to the Google Cloud Platform admin console (“GCP
Admin Console”) and accept the Google Cloud Platform Terms
of Service at

https://cloud.google.com/terms
(“GCP Service Terms”). Access to the GCP Admin Console
provides Customer’s administrator with the option (and no
obligation) to use certain Google Cloud Platform Services
(described at

https://cloud.google.com/terms/services
(the “GCP Services”). For clarity, Customer has no
obligation to purchase or use GCP Services to access or
use the Technical Support Services via the GCP Admin
Console, and Customer is not bound by the GCP Service
Terms provided that Customer’s access to the GCP Admin
Console is used only to obtain Technical Support Services.

**9. Additional Definitions.**

“*Generative AI Feature(s)*” means any generative AI
feature of a Service.

“*Multi-Region*” means a defined set of Regions.

“*Region*” means a region from which a particular
Service is offered, as identified at the SecOps Services
Locations Page.

“*Scope of Use*” means any limits on installation
or usage of Services or Software presented by Google.

“*SecOps Services Locations Page*” means

https://cloud.google.com/terms/secops/data-residency.

As used throughout these Service Specific Terms, “Cloud
Data Processing Addendum” (formerly referred to as the
Data Processing and Security Terms) has the meaning given
in the Agreement or, if no such meaning is given, means
the then-current terms describing data processing and
security obligations with respect to Customer Data, at

https://cloud.google.com/terms/data-processing-addendum.
For Mandiant Consulting Services and Mandiant Managed
Services only, the Cloud Data Processing Addendum is at

https://cloud.google.com/terms/secops/data-processing-addendum.

The following terms apply only to the Service(s)
indicated in the section title.

1. **Chronicle SIEM**
**and Chronicle SOAR (“Chronicle”)**

a. Service
Models.** **Chronicle is available in the following
service models, as specified in an Order Form:

i. *Data Ingestion
*(Log Ingest)**. Customers are charged a flat
rate based on data ingestion up to the Data Cap. The
following terms apply to this service model:

A. *Data
Limitations*. Chronicle is only to be used for
Security Telemetry. Customer agrees that it will not
provide any data to Chronicle that is not Security
Telemetry.

B. *Overages*. The
applicable Order Form will identify Customer’s Data Cap as
the number of Units purchased.** **In the event
Customer consumed in excess of the Units purchased (as
determined in Google’s sole discretion), Google will
invoice Customer in arrears at the end of each month for
any Units that Customer consumes in excess of the Units
purchased, which will be charged at the monthly-prorated
List Price less the applicable Discount as set forth in
the applicable Order Form, unless otherwise agreed by the
parties in writing. Customer will pay such invoice by the
Payment Due Date. If Customer does not pay such invoice
within thirty (30) days of the Payment Due Date, then
Google may terminate the applicable Order Form upon
written notice to Customer.

ii. *Covered
Personnel*. Customers are charged a flat rate per
each Covered Personnel. The following terms apply to this
service model:

A. *Data
Limitations*. Chronicle is only to be used for
Network Telemetry and Third Party Telemetry. Customer
agrees that it will not provide any data to Chronicle that
is not Network Telemetry or Third Party Telemetry.
Customer further agrees to work with Google to filter
Customer Data that does not constitute Network Telemetry
or Third Party Telemetry.

B. *Overages*. The
applicable Order Form will identify the number of Covered
Personnel as the number of Units purchased. Overages in
the number of Covered Personnel are subject to
proportional increases in Customer’s Fees during an Order
Term based on any ten percent (10%) or more increase in
Covered Personnel from the number reported in an Order
Form.

C. *Compliance*.
Within 30 days of Google’s reasonable written request,
Customer will provide documentation establishing that the
number of Covered Personnel providing Customer Data to
Chronicle does not exceed the number of Units
reported in an Order Form plus ten percent (10%).

b. Service Suspension. Google
may Suspend Customer’s access to Chronicle if Customer
does not comply with the data limitations provisions in
Section 1(a)(i)(A) and Section 1(a)(ii)(A) (as applicable)
of these Chronicle Service Terms, and Customer’s
non-compliance is not cured following notice from Google
within the Data Limitation Notice Period. If Google
Suspends Customer’s access to Chronicle under this
Section, then (i) Google will provide Customer notice of
Suspension without undue delay, to the extent legally
permitted, and (ii) the Suspension will be to the minimum
extent and for the shortest duration required to resolve
the cause for Suspension.

c. Data Period. Subject to
and in accordance with the Cloud Data Processing Addendum,
(i) Google will maintain Customer Data in Chronicle for
the Data Period, and (ii) Customer instructs Google that
it may delete Customer Data that is outside the Data
Period.

d. Third-Party Terms.

i*. Third-Party Offerings*. Customer must obtain
access to any Third-Party Offerings from the respective
provider (a “Third-Party Provider”). To the extent
Customer provides access to the Customer’s Account to a
Third-Party Offering or Third-Party Provider, Customer
explicitly consents and instructs Google to allow the
Third-Party Provider of any such Third-Party Offerings to
access Customer Data as may be required to interact with
Chronicle, including to copy Customer Data into or out of
Chronicle. For clarity, Third-Party Providers are not
Subprocessors (as defined in the Cloud Data Processing
Addendum).

A. *Disclaimers*. The
manner in which Third-Party Offerings and Third-Party
Providers transmit, use, store, and disclose Customer Data
is governed solely by the policies of such Third-Party
Offering and Third-Party Provider. To the extent permitted
under applicable law, Google will have no liability or
responsibility for:

1. Customer’s use of a
Third-Party Offering, including any damage or loss caused
or alleged to be caused by or in connection with use of or
reliance on any such Third-Party Offering, actions or the
effect of actions that Customer authorizes Google to take
with respect to Third-Party Offerings and a Third-Party
Provider’s access to and use of Customer Data;

2. the privacy practices or
other actions of any Third-Party Offering or Third-Party
Provider; or

3. the accuracy,
availability, or reliability of any data, information,
content, services, advice, or statements made available in
connection with such Third-Party Offering.

B.* Representations*
*and Warranties*. Customer represents and warrants
that nothing in the Agreement, or Customer’s use of
Chronicle, will violate any agreement or terms with a
third party to which Customer is subject.

ii. *Looker Terms*.
Google uses Looker and BigQuery with Chronicle for
dashboarding and reporting features. Customer may only use
Looker and BigQuery as part of Chronicle subject to any
deployment, configuration, and use limitations provided or
described by Google. Google may make Software available to
Customer in connection with Customer’s use of Looker,
including third-party Software. Some Software may be
subject to third-party license terms, which can be found
at

https://looker.com/trust-center/legal/notices-and-acknowledgements.
If Customer stops using Chronicle or Looker, then Customer
will also stop using the Software. Customer’s access to
Looker may be terminated by Google, at any time, if
Customer is found to be in breach of the Agreement.
Notwithstanding anything to the contrary in the Agreement,
as used in this Section 1(d)(ii) in these Chronicle
Service Terms, the term “Customer Data” means (a) all data
in Customer’s databases provided to Looker by Customer or
End Users via Chronicle, and (b) all results provided to
Customer or End Users for queries executed against such
data via Looker. Google’s data location commitments under
General Service Terms Section 1 (Data) do not apply to
Looker dashboarding and reporting.

iii.
*Chronicle SIEM Enterprise Plus. *If Customer
subscribes to “Chronicle SecOps Enterprise Plus” SKU, such
SKU leverages capabilities from and entitles Customer
access to a product called “VirusTotal”. Customer’s use of
VirusTotal is subject to the additional terms set forth in
Section 3 (VirusTotal) below. For avoidance of doubt,
VirusTotal is not part of the Audited Services as set
forth in the Cloud Data Processing Addendum, and Google’s
data location commitments under General Service Terms
Section 1 (Data) do not apply to VirusTotal.

e. Build Partners. The
following terms apply where Customer purchases Chronicle
as a Build Partner:

i. In the following
definitions in Section f (Additional Definitions) in these
Chronicle Service Terms, all references to Customer will
be replaced with End User(s): (A) Covered Personnel, (B)
Customer Network, (C) Network Telemetry, and (D) Third
Party Telemetry;

ii. Customer may not use
Chronicle for internal purposes, unless Customer has a
separate Order Form for internal use; and

iii. In General Service Terms
Section 2 (General Software Terms): (A) End Users are
included in the definition of “Software Users”, and (B)
Customer may reproduce and use the Software ordered by
Customer on systems owned, operated, or managed by or on
behalf of End Users in accordance with (Y) the Agreement,
and (Z) if applicable, the Scope of Use, provided that
Customer will be liable for the acts and omissions of its
End Users.

f. Additional
Definitions*.*

“*Covered Personnel*”
means an employee or contractor of Customer.

“*Customer Network*”
means the network used by Customer for internal business
purposes, and all applications, software, services, and
physical devices used for internal business purposes that
connect to such network.

“*Data Cap*” means the
amount of Customer Data that Customer is permitted to
provide to Chronicle through the Account on an annual
basis starting from the Service(s) Start Date, as
specified in an Order Form as “Unit(s)”.

“*Data Limitation Notice
Period*” means either (a) 72 hours after Google’s
notice to Customer of non-compliance or (b) 7 days after
Google’s notice if Customer reasonably demonstrates to
Google that Customer is taking reasonable steps to remedy
the non-compliance.

“*Data Period*” means
the length of time that Customer Data will be available in
Chronicle, as specified in an Order Form. The Data Period
is calculated on a monthly rolling, lookback basis from
the current date using the event date/timestamp of the
Customer Data as read by Chronicle. If not specified
in an Order Form, the Data Period is 12 months.

“*Documentation*”
means the then-current Chronicle documentation made
available by Google to its customers for use with the
Services at

https://cloud.google.com/chronicle/docs.

“*Build Partner*”
means a Customer that provides its own Customer
Applications that complement, enhance, or extend the reach
or functionality of Chronicle for use solely by End Users.
This would be applicable to Customer’s participation in
the Program under the Build Engagement Model.

“*Network Telemetry*”
means Security Telemetry generated by devices that are
part of the Customer Network and does not include Security
Telemetry generated by anyone other than Covered
Personnel; for example Network Telemetry does not include
Security Telemetry generated by Customer’s customers or
Customer’s partners.

“*Program*” means the
Google Cloud Partner Advantage Program as described in the
then-current Google Cloud Partner Advantage Guide,
available at

https://www.partneradvantage.goog
(as may be updated or modified by Google from time to
time).

“*Security Telemetry*”
means the metadata or other data that relates to
Customer’s or a Customer End User’s security posture and
that is produced by security related features, products,
or services.

“*Third Party
Telemetry*” means Security Telemetry Customer has
received from a third party that Customer uses for
purposes of securing the Customer Network.

“Units” means the units by
which use of a Service SKU is measured (e.g., Data Cap or
Covered Personnel).

**2. Mandiant**

******a.
Mandiant Solutions**

i. Access to Mandiant
Solutions. Subject to the Agreement, payment of all Fees,
and any applicable Scope of Use, Customer may access and
use the Mandiant Solutions in accordance with the
Agreement and any Documentation, solely for its internal
business purposes.

*1. Mandiant Security
Validation Solutions. *The Security Validation
Solutions may only be used up to the purchased license
entitlement listed on the Order Form. Customers purchasing
the Validation on Demand version of the Security
Validation Solutions are licensed to use 1 actor to
conduct 1 assessment, as set forth in the Documentation,
and such use must occur within 1 year from the date of the
applicable Order Form. The term of the license will begin
on or shortly after the Order Form Effective Date (as
determined by Google).

2.* Mandiant Automated
Defense*. Customers may only use Mandiant Automated
Defense solely for the purpose of analyzing Customer Data
and rendering reports of the results of such analysis to
Customer.

3. *Mandiant Attack
Surface Management (ASM)*. Customers may only use
Mandiant ASM up to the purchased license entitlements on
the Order Form for the purpose of assessing the security
of internet-facing assets in connection with Customer’s
business.

4.* Intelligence
Subscriptions.* Customer may purchase different
Intelligence Subscriptions, as set forth in the
Documentation. Customer’s access to the Intelligence
Subscription(s) is provided through access keys or login
credentials, which may not be shared between Customer’s
End Users. Customer may not establish group accounts.
Google reserves the right to limit the number and/or
frequency of requests through the Intelligence
Subscriptions, as set forth in the Documentation. In
addition to any other rights under the Agreement, Google
may use technical measures to prevent over-usage or to
stop usage after any limitations are exceeded.

5. *Digital Threat Monitoring*. Customer may use
Digital Threat Monitoring solely for the purpose of
analyzing Customer’s own security posture and for no other
purpose. Google may terminate or suspend Customer’s usage
of Digital Threat Monitoring based on a suspected
violation of this Section 5 (as determined in Google’s
sole discretion).

ii. Security Content.

1. *License*.
Mandiant Solutions may include access to certain defined
files, URLs, IP addresses, file hashes, commands, network
traffic samples and other artifacts that can be malicious
and/or represent real attacker behavior (“Security
Content”). Google grants to Customer a limited,
non-transferable, non-exclusive license to use the
Security Content solely in connection with the applicable
Mandiant Solutions and for no other purpose. Any Security
Content obtained or licensed from a third party and
furnished through Google or which Customer procures on its
own will be deemed a Third Party Offering under the
Agreement. Google does not warrant that any Security
Content made available through Mandiant Solutions will
continue to be available throughout the Order Term, and
Google may add or remove Security Content from time to
time in its sole discretion.

2.
*Disclaimer*.** Customer understands that
Security Content includes live malware, including
ransomware, and that use of the Security Content in ways
not strictly described in the Documentation may cause
damage to Customer’s environment. Security Content is
provided “as-is” and Google makes no representations or
warranties regarding the Security Content and does not
guarantee or warrant that the Security Content will
cover all possible conditions, environments or controls.
Security Content is obtained from a variety of sources,
which may include known threat actors. To the maximum
extent permitted by applicable law, Customer assumes all
risk associated with use of the Security Content, and
acknowledges that Google has no obligation to ensure
Security Content will operate as intended.**

3. *Submission of
Security Content.* Mandiant Solutions may allow
Customer to submit Security Content or other malware to
Google. Customer acknowledges that any Security Content or
other malware provided by Customer through the Mandiant
Solutions is not Customer Data, and may be used,
aggregated, analyzed and shared by Google to enhance the
products and services Google provides to its customers.

** b. Mandiant
Managed Services**

i. *Managed Services*.
During the Order Term, Google will provide Managed
Services as set forth in the Documentation, according to
the volume of entitlements or licenses purchased by
Customer set forth in the applicable Order Form. Any
services Customer requests that are not described in the
Documentation will be performed at mutually agreed upon
rates. If the number of entitlements or licenses exceeds
the purchased volume reflected in the Order Form, Google
will notify Customer in writing, and will issue an invoice
for the next higher count at Google’s then-current rates
prorated for the remaining portion of the then-current
Order Term.

ii.* Reseller and Partner
Purchases*. If Customer receives Managed Services
via a Google authorized partner (a “Partner”), Customer
agrees that the Managed Services and any output of the
Managed Services, including reports, may be delivered to
Customer through the Partner. Notwithstanding anything to
the contrary in the Agreement, Customer authorizes Google
to disclose information related to the Managed Services
and Customer Data to Partner.

iii. *Customer
Responsibilities*. Customer acknowledges and agrees
that (i) Managed Services are not an alternative to an
incident response engagement for an environment that is
compromised prior to the start of the Managed Services
Order Term, and (ii) Google’s ability to successfully
deliver the Managed Services is dependent on the
Customer’s ability to meet its responsibilities as
outlined in this Section 2(b)(iii). To the maximum extent
permitted by applicable law, Google will have no liability
for any failure to deliver the Managed Services that may
arise due to Customer’s refusal or failure to perform its
responsibilities:

1. *Installation
Requirements*. Customer will be responsible for the
following: (i) providing network architecture diagrams,
physical, and logical access to Customer’s environment for
the sole purpose of deploying and configuring any Managed
Services supported technology (as may be defined in the
Documentation); (ii) upgrading pre-existing technology to
the minimum software version as referenced within the
Documentation; (iii) providing confirmation that all
technology within the Customer’s environment has been
successfully configured and connected to its network
according to the individual product’s system
administration guide and the configurations supported as
noted in the relevant product’s support terms; and (iv)
providing the ability to establish a persistent connection
to the Customer’s network within the designated port range
corresponding to the country from which the Managed
Services will be delivered.

2. *Credential
Security.* Customer will be responsible for the
following: (i) providing accurate information to Google
for provisioning access to (and removal of) Customer
personnel access to any portals associated with the
Managed Services; (ii) implementing and adhering to strong
password standards; (iii) providing accurate information
to Google for domain whitelisting; and (iv) reporting any
security issues related to the Managed Services (including
any available portals) to Google immediately.

3. *Network
Segment Exclusion*. Customer will notify Google
if specific network segments will not require managed
defense monitoring. Customer must provide detailed
information regarding the specific network segment range
when possible (e.g. guest networks, testing environments).

4. *Remediating
Known Compromises*. Customer will make a
reasonable effort to remediate any known compromises
reported by Google or third party vendors. Google may
choose to suppress alerts generated by known compromised
systems until such time as the compromise is remediated.

5. *Time and Date
Settings*. Customers will ensure that all supported
technology has accurate time and date settings, to help
ensure that time-supported alerts are accurately
categorized. Google will not be responsible for reporting
on alerts generated by supported technology that does not
have up to date time and date settings.

iv. *Exclusions*.
Notwithstanding anything to the contrary in the Agreement,
Google will have no obligation to provide the Managed
Services for (i) products or services that have been
declared end of support or that are not currently
supported; (ii) products or services that have no active
support in place; (iii) products or services for which
updates have not been applied; (iv) products or services
that have not been installed and deployed; or (v) products
or services that are misconfigured or incorrectly
deployed, which prevents the Managed Services from
monitoring. Customer acknowledges that to facilitate
Google’s efficient performance of the Managed Services,
Google may control some features and functionality of the
underlying products and services, including by applying
updates, and such features or functionality may not be
available for Customer’s independent use during the Order
Term of the Managed Services.

v. *Protection of Customer
Data*. For clarity, the Mandiant Consulting and
Managed Services Data Processing Addendum applies to
Mandiant Managed Services described in this Section 2(b)
in lieu of the SecOps Solutions Data Processing Addendum.

** c. Mandiant
Consulting Services**

i. *Provision of
Services*. Google will provide Consulting Services,
including Deliverables, to Customer, subject to Customer
fulfilling its obligations under Section 2(c)(v) (Customer
Obligations) below.

ii. *Invoices and
Payment.* Customer will pay all Fees for Consulting
Services and some Fees may be non-cancellable, as
specified in the Order Form.

iii. *Personnel*.
Google will determine which Personnel will perform the
Consulting Services. If Customer requests a change of
Personnel and provides a reasonable and lawful basis for
such request, then Google will use commercially reasonable
efforts to replace the assigned Personnel with alternative
Personnel. If provided to Google before the start of the
Consulting Services, Google’s Personnel performing the
Consulting Services will comply with Customer’s reasonable
personnel training policies related to the Consulting
Services.

iv.* Compliance with
Customer’s Onsite Policies and Procedures*. Google
Personnel performing Consulting Services at Customer’s
facilities will comply with Customer’s reasonable onsite
policies and procedures made known to Google in writing in
advance.

v. *Customer
Obligations*.

1. *Cooperation.*
Customer will provide reasonable and timely cooperation in
connection with Google’s provision of the Consulting
Services. Google will not be responsible for a delay
caused by Customer’s failure to provide Google with the
information, materials, consents, or access to Customer
facilities, networks, systems, or key individuals required
for Google to perform the Consulting Services. If Google
informs Customer of such failure and Customer does not
cure the failure within 30 days, then Google may terminate
any incomplete Consulting Services and Customer will pay
actual costs incurred by Google for the canceled
Consulting Services.

2.* Expenses*.

a. General. Customer will
reimburse expenses as specified in the applicable Order
Form.

b. Litigation Expenses. If
Google is requested by Customer or required by applicable
law, legal process or government action to produce
information, documents or personnel as witnesses with
respect to the Consulting Services or the Agreement,
Customer will reimburse Google for any time, expenses, and
liabilities (including reasonable external and internal
legal costs or fines) incurred to respond to the request,
unless Google is itself a party to the proceeding or the
subject of the investigation.

3. *Shipping Media*.
Customer acknowledges and agrees that Google is not
responsible for any damages arising from the shipment and
delivery of any media, hardware, and equipment to Google.

vi. Protection of Customer
Data. For clarity, the Mandiant Consulting and Managed
Services Data Processing Addendum applies to Mandiant
Consulting Services described in this Section 2(c) in lieu
of the SecOps Solutions Data Processing Addendum.

vii. Intellectual Property.

1.* Background IP.
*Customer owns all rights, title, and interest in
Customer’s Background IP. Google owns all rights, title,
and interest in Google’s Background IP. Customer grants
Google a license to use Customer’s Background IP to
perform the Consulting Services (with a right to
sublicense to Google Affiliates and subcontractors).
Except for the license rights under Sections 2(c)(vii)(2)
(Google Technology) and 2(c)(vii)(3) (Deliverables) below,
neither party will acquire any right, title, or interest
in the other party’s Background IP under the Agreement.
For clarity, Background IP is included in the definition
of “Indemnified Materials” for each party.

2. *Google
Technology*. Google owns all rights, title, and
interest in Google Technology. To the extent Google
Technology is incorporated into Deliverables, Google
grants Customer a limited, worldwide, non-exclusive,
non-transferable license (with the right to sublicense to
Affiliates), for the maximum term permitted by applicable
law, to use the Google Technology in connection with the
Deliverables for Customer’s internal business purposes.
The Agreement (including these Service Specific Terms)
does not grant Customer any right to use materials,
products, or services that are made available to Google
customers under a separate agreement.

3. *Deliverables*.
Google grants Customer a limited, worldwide,
non-exclusive, fully-paid, non-transferable license (with
the right to sublicense to Affiliates), for the maximum
term permitted by applicable law, to use and reproduce the
Deliverables for Customer’s internal business purposes.

viii. Warranties and
Remedies.

1. *Google Warranty.*
Google will perform the Consulting Services in a
professional and workmanlike manner, in accordance with
practices used by other service providers performing
services similar to the Consulting Services. Google will
use Personnel with requisite skills, experience, and
qualifications to perform the Consulting Services.

2.* Remedies.*
Google’s entire liability and Customer’s sole remedy for
Google’s failure to provide Consulting Services that
conform with Section 2(c)(viii)(1) (Google Warranty) will
be for Google to, at its option, (a) use commercially
reasonable efforts to re-perform the Consulting Services
or (b) terminate the Order Form and refund any applicable
Fees received for the nonconforming Consulting Services.
Any claim that Google has breached the warranty as
described in Section 2(c)(viii)(1) (Google Warranty) must
be made within 30 days following the date that Google has
performed the applicable Consulting Services.

ix. Indemnification.

1. *Indemnification
Exclusions*. The sections of the Agreement titled
"Google Indemnification Obligations" and "Customer
Indemnification Obligations" will not apply to the extent
the underlying allegation arises from (a) modifications to
the Google Indemnified Materials or Customer Indemnified
Materials (as applicable) by anyone other than the
indemnifying party or (b) compliance with the indemnified
party’s instructions, design, or request for customized
features.

2. *Infringement
Remedies*. The remedies described in the section of
the Agreement titled "Remedies" also apply to
Deliverables.

x. Survival. If the Agreement
or applicable Order Form expires or terminates, then the
following Sections of these Service Specific Terms will
survive for purposes of Consulting Services: 2(c)(vii)
(Intellectual Property), 2(c)(ix) (Indemnification),
2(c)(x) (Survival), and 2(f) (Additional Definitions).

xi. Insurance. During the
term of the Agreement, each party will maintain, at its
own expense, appropriate insurance coverage applicable to
performance of the party’s respective obligations under
the Agreement, including general commercial liability,
workers’ compensation, automobile liability, and
professional liability.

xii. No Publicity.
Notwithstanding anything in the Agreement to the contrary,
including the Agreement sections titled "Marketing and
Publicity" and "Conflicting Terms", neither party will
publicly disclose that Google is providing Mandiant
Consulting Services to Customer without the other party's
prior written consent in each instance.

** d. Expertise On
Demand.**

i. *Expertise
On-Demand*. Google will provide Customer with the
most current version of the Documentation that will
describe the Services that are available through the
Expertise On-Demand Subscription (“Expertise on Demand
Services” or “EOD”). Customer may order any of the
Expertise on Demand Services described in the
Documentation during the twelve month period beginning on
the Order Form Effective Date (the “Covered Period”). All
Expertise on Demand Services must commence within the
Covered Period, and must be requested within the time
frames set forth in the Documentation to allow for
scheduling so that Expertise on Demand Services may
commence prior to the end of the Covered Period.

ii. *Units*. Customer
will pay a fixed fee (the “Package Fixed Fee”) that
entitles Customer to a specific number of Expertise On
Demand Units (“EOD Units”), all as set forth on the
applicable Order Form (“Unit Package”). The total Package
Fixed Fee will be invoiced on or about the Order Form
Effective Date. Each Expertise on Demand Service will draw
down the number of EOD Units listed for that Expertise on
Demand Service in the Documentation. Customer will make
each request for Expertise on Demand Services in writing
as described in the Documentation. Customer may purchase
additional EOD Units (“Additional Units”) during the
Covered Period. Additional Units must be used during the
Covered Period, and are non-cancelable and non-refundable.
EOD Units (including Additional Units) may not be used for
any Services not listed in the EOD Documentation. Any
technology fees and expenses will be invoiced separately
as set forth in the Documentation. EOD Units may be used
to pay for such expenses.

iii. *Updates to Expertise
on Demand Services*. Customer acknowledges that
Google may update the Documentation from time to time, and
that the most current version of the Documentation
(including listings of Expertise on Demand Services and
Unit values) will apply to the Expertise on Demand
Services. Notwithstanding the foregoing, Google will
notify Customer at least twelve months in advance of
discontinuing any Expertise on Demand Service or
increasing the number of EOD Units required for any
Expertise on Demand Service.

iv. *Incident Response
Retainer*. Subject to the terms governing Consulting
Services, Google will provide incident response services
(“Incident Response Services”) during the Covered Period,
as set forth in the Documentation. Incident Response
Services may include:

1. Computer security
incident response support.

2. Forensics, log and
advanced malware analysis.

3. Advanced threat actor
response support.

4. Advanced threat/incident
remediation assistance.

 **e. Training
Services**

i. *Training
Services*. Subject to any Training Terms, Customer
may order Training Services for use in connection with
Mandiant products and services. The parties will mutually
agree upon delivery dates and location for Training
Services. All Training Services (including rescheduled
Training Services) must be scheduled and conducted within
one year from the date of the Order Form on which the
applicable Training Services were purchased.

1. *Private
Training.* Customer will request rescheduling of
private Training Services no less than two weeks in
advance of the scheduled start date. Google will use
reasonable efforts to reschedule Training Services,
subject to availability, and Customer will pay any
expenses associated with the rescheduling, including
changing of travel plans. Customer may not record any
aspect of the Training Services.

2.* Public Training.*
If Customer cancels attendance at any public Training
Services, Customer will notify Google no later than two
(2) weeks before the date of the public Training Services,
and Google will issue Customer a credit for the amount
paid for the public Training Services. Customer will
notify Google of any substitution of a named attendee for
public Training Services. Google reserves the right to
refuse admittance to public Training Services to any
person, for any reason. If Google refuses admittance,
Google will refund the amount paid for that person’s
public Training Services. Google does not refund or credit
Fees paid for attendees who do not attend Training
Services or who leave before Training Services conclude.
Google reserves the right to cancel public Training
Services and provide a refund for any reason. Customer may
not record any aspect of the Training Services.

3. *On Demand
Training.* On-demand Training Services must be
completed within ninety days of the date of purchase.
Customer may not share or transfer Access credentials for
on-demand Training Services.

**f. Additional
Definitions.**

“*Background IP*”
means all Intellectual Property Rights owned or licensed
by a party (a) before the effective date of the applicable
Order Form or (b) independent of the Services.

“*Deliverables*” means
written reports that are created specifically for Customer
as a result of the Consulting Services provided under the
Agreement.

“*Documentation*”
means the then-current Mandiant documentation made
available by Google to its customers for use with the
Services, as provided by Google upon Customer
request.

“*Google Technology*”
means (a) Google Background IP; (b) all Intellectual
Property and know-how applicable to Google products and
services; (c) Indicators of Compromise; and (d) tools,
code, algorithms, modules, materials, documentation,
reports, and technology developed in connection with the
Services that have general application to Google’s other
customers, including derivatives of and improvements to
Google’s Background IP. Google Technology does not include
Customer Background IP or Customer Confidential
Information.

*"Indicators of
Compromise" *or *"Indicators"* means
specifications of anomalies, configurations, or other
conditions that Google can identify within an information
technology infrastructure, used by Google in performing
the Services.

“*Mandiant Consulting
Services*” or *“Consulting Services”* means
the then-current Mandiant Consulting Services as described
at

https://cloud.google.com/terms/secops/services or
in an applicable Order Form. Mandiant Consulting Services
do not include Training Services.

“*Mandiant Consulting and Managed Services **Data
Processing Addendum*” means the then-current terms
describing data processing and security obligations with
respect to Mandiant Consulting Services and Mandiant
Managed Services, as described at

https://cloud.google.com/terms/secops/data-processing-addendum.

“*Mandiant Managed
Services*” or “*Managed Services”* means the
then-current Mandiant Managed Services as described at

https://cloud.google.com/terms/secops/services
or in the applicable Order Form.

*“Mandiant Solutions”*
means the then-current Mandiant Solutions as described at

https://cloud.google.com/terms/secops/services
or in the applicable Order Form.

“*Order Form*” means
an order form, statement of work, or other document issued
by Google under the Agreement, including data sheets
associated with Services described in the order form, and
executed by Customer and Google, specifying the Services
Google will provide to Customer.

“*Personnel*” means a
party’s and its Affiliates’ respective directors,
officers, employees, agents, and subcontractors.

“*SecOps Solutions Data Processing Addendum*” means
the then-current terms describing data processing and
security obligations with respect to Chronicle SIEM,
Chronicle SOAR, and Mandiant Solutions, as described at

https://cloud.google.com/terms/data-processing-addendum.

“*Services*” means the
then-current Mandiant Solutions, Mandiant Managed
Services, and/or Mandiant Consulting Services, each as
described at

https://cloud.google.com/terms/secops/services or
in the applicable Order Form. Services do not include
Training Services.

“*Training Services*”
means education and certification services related to
Mandiant products and services for individual users, as
more fully described in an applicable Order Form. Training
Services do not include Deliverables.

“*Training Terms*”
means the then-current terms applicable to Training
Services provided to Customer by Google.

**3. Google Threat Intelligence (“GTI”) and VirusTotal**

   - *License Grant.* Subject to the terms of the
Agreement during the Order Term, Google grants to
Customer a worldwide,
nontransferable, nonassignable, nonexclusive, revocable,
limited license to use the Samples for the exclusive
purpose of protecting Customer’s internal business.

   - *SLAs.* During the applicable Order Term, Google
will make the Service available in accordance with the
Service Level Agreement at

www.virustotal.com/go/sla
(“SLA”). Other than as expressly provided in the SLA,
Google has no obligation to provide Customer with
support for any feature of the Services. The SLA states
Customer’s sole and exclusive remedy for any failure to
meet the standards of the SLA.

   - *Free Users of VirusTotal.* The SLAs and Google’s indemnity do
not apply to free users of the Services. Services provided to free users
are not covered by TSSG.

   - *Samples and Community Content Guidelines*.
To the extent Customer contributes any Sample to
the Community, Customer confirms that it is either the original owner of the
Sample or that it has the necessary
rights and permissions to irrevocably contribute the
Sample and share it, and information about it, with
the Community.

   - Customer understands that if it submits any
Sample, the Sample is immediately shared for review
by Security Partners, and the resulting
intelligence report is shared with Customer and
with Security Partners, who use the results to
improve their own systems. As such, by contributing
a Sample, Customer is contributing to the effort to
raise global IT security levels.

   - While Customer retains any ownership rights in the
original material contained in the Sample, when
Customer upload or otherwise submits a copy of the
Sample, Customer gives Google (and those we work
with) a worldwide, royalty free, perpetual, irrevocable and
transferable license to use, edit, host, store,
reproduce, modify, create derivative works,
communicate, publish, publicly perform, publicly
display and distribute all content contained in the
Sample.

   - CUSTOMER FURTHER AGREES THAT IT WILL ONLY UPLOAD
SAMPLES THAT IT WISHES TO PUBLICLY SHARE AND THAT IN
ANY CASE, CUSTOMER WILL NOT KNOWINGLY SUBMIT ANY
SAMPLE TO THE SERVICE THAT CONTAINS CONFIDENTIAL OR
COMMERCIALLY SENSITIVE DATA WITHOUT LAWFUL
PERMISSION. FURTHER CUSTOMER AGREES THAT IT WILL NOT
SUBMIT ANY SAMPLES TO THE SERVICE THAT CONTAIN
PERSONAL DATA.

   - *Changes in the Services and/or the Site*.
Notwithstanding anything to the contrary in the
Agreement, the Service provided by Google is
constantly evolving, and the form and nature of the
Service that Google provides, including the Site, may change from time to
time without prior notice to Customer. Any changes
to the Service and the Site, including the release of new
Service features, may be subject to additional
terms communicated to Customer. In addition, Google
may stop (permanently or temporarily) providing the
Service or the Site (or any features within the Service) without
providing prior notice. Google also retains the
right to create limits on Customer’s use of the
Service including storage, at Google’s sole
discretion, at any time without prior notice to
Customer.

   - *Restrictions.*****
Customer will not: (a) sublicense, distribute,
publicly perform or display, or otherwise share or
make accessible, directly or indirectly, any Samples,
datafeed, metadata or results from the Services,
including without limitation, any API or interface, or
portions thereof, to any third party; (b) use the Service to develop, offer,
support or enhance products and services competitive
with those of Google or its Affiliates.

Customer also agrees that it will not use or attempt
to:

Obtain or use any Samples except as specifically
permitted by the Service or use or attempt to use
the Service to mine information in any way that
could identify individual persons in their private
capacity, attempt to access or misappropriate
content contained in any Sample, or otherwise use
the Service or Samples for any purpose other than to
detect and prevent malware in a non-commercial
personal or organizational capacity.

   - Publicly attribute the intelligence Customer
receives through the Service to any Security
Partner (including, but not limited to any antivirus
vendors, URL scanning engines, file characterization
tools, etc.) without the individual Security
Partner’s express permission.

   - *Browser Extension.* If you access the Services through a

VirusTotal browser extension, we will collect information about how domain names
you visit are resolved. Passive Domain Name System Information (“pDNS”)
data consists of domain names that your browser requests, along with the
IP address resolutions for such domain names. We will make this pDNS data
available through the Services to enable members of the Community to better
detect malicious domains that might be hosted on a server (contacted on a
given IP address) controlled by an attacker. Collected pDNS data is
distinct from browsing history and is never tied to a user or used to
identify an individual. Existing users of a VirusTotal browser extension
will need to opt-in to share pDNS data with the Community. Users
downloading the VT extension for the first time may opt-out of this
collection in the VirusTotal browser extension’s settings.

   - *Additional Definitions.***

“Community” means a member of the public, an AV,
scanning, sandbox or other Security Partners,
security-minded organizations and other licensed
users of the Service.

   - “Documentation” means the then-current VirusTotal documentation made
available by Google to its customers for use with the Services for
VirusTotal at

https://docs.virustotal.com/
and for GTI at

https://gtidocs.virustotal.com/.
“Samples” means security-related objects and
artifacts, which include executable and
non-executable files uploaded to or scanned or
analyzed by tools on the Site by users of the
Service, including associated metadata, comments and/or posts made
available to users through the Service. For the avoidance of
doubt, Samples is not Customer Data.

   - “Site” means the site located at virustotal.com
and all associated controlled and VirusTotal branded
sites linked from virustotal.com by Google and its
Affiliates.

   - “Security Partners” means members of the public,
an antivirus, scanning, sandbox or other security
partner who are using and contributing Samples to
the Service.

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