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# Data Processing and
Security Terms (Customers)

Last modified: August 19, 2020

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

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The customer agreeing to these terms (“Customer”), and
Google LLC, Google Ireland Limited, Google Asia Pacific Pte.
Ltd., or any other entity that directly or indirectly
controls, is controlled by, or is under common control with
Google LLC (as applicable, “Google”), have entered into an
agreement under which Google has agreed to provide Google
Cloud Platform (as described at
https://cloud.google.com/terms/services)
and related technical support to Customer (as amended from
time to time, the “Agreement”).

#### 1. Commencement

These Data Processing and Security Terms, including their
appendices (the “Terms”) will be effective and replace any
previously applicable data processing and security terms as from
the Terms Effective Date (as defined below).

These Terms supplement the Agreement. Where the Agreement was
entered into offline with Google Ireland Limited, these Terms
supersede the “Privacy” Clause in that agreement (if
applicable).

#### 2. Definitions

2.1 Capitalized terms defined in the Agreement apply to these
Terms. In addition, in these Terms:

   - *Additional Security Controls* means security
resources, features, functionality and/or controls that
Customer may use at its option and/or as it determines,
including the Admin Console, encryption, logging and
monitoring, identity and access management, security scanning,
and firewalls.

   - *Agreed Liability Cap* means the maximum
monetary or payment-based amount at which a party’s liability
is capped under the Agreement.

   - *Alternative Transfer Solution* means a
solution, other than the Model Contract Clauses, that enables
the lawful transfer of personal data to a third country in
accordance with European Data Protection Law.

   - *Audited Services* means the then-current
Services indicated as being in-scope for the relevant
certification or report
at https://cloud.google.com/security/compliance/services-in-scope.
Google may not remove a Service from this URL unless that
Service has been discontinued in accordance with the
Agreement.

   - *Customer Data* has the meaning given in the
Agreement or, if no such meaning is given, means data provided
by or on behalf of Customer or Customer End Users via the
Services under the Account.

   - *Customer End Users* has the meaning given in
the Agreement or, if not such meaning is given, has the
meaning given to “End Users” in the Agreement.

   - *Customer Personal Data* means the personal data
contained within the Customer Data.

   - *Data Incident* means a breach of Google’s
security leading to the accidental or unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to,
Customer Data on systems managed by or otherwise controlled by
Google.

   - *EEA* means the European Economic Area.

   - *EU GDPR* means Regulation (EU) 2016/679 of the
European Parliament and of the Council of 27 April 2016 on the
protection of natural persons with regard to the processing of
personal data and on the free movement of such data, and
repealing Directive 95/46/EC.

   - *European Data Protection Law* means, as
applicable: (a) the GDPR; and/or (b) the Federal Data
Protection Act of 19 June 1992 (Switzerland).

   - *European or National Law* means, as applicable:
(a) EU or EU Member State law (if the EU GDPR applies to the
processing of Customer Personal Data); and/or (b) the law of
the UK or a part of the UK (if the UK GDPR applies to the
processing of Customer Personal Data).

   - *GDPR* means, as applicable: (a) the EU GDPR;
and/or (b) the UK GDPR.

   - *Google’s Third Party Auditor* means a
Google-appointed, qualified and independent third party
auditor, whose then-current identity Google will disclose to
Customer.

   - *Model Contract
Clauses* or *MCCs* mean standard
data protection clauses for the transfer of personal data to
processors established in third countries which do not ensure
an adequate level of data protection, as described in Article
46 of the EU GDPR and set out
at https://cloud.google.com/terms/eu-model-contract-clause.

   - *Non-European Data Protection Law* means data
protection or privacy laws in force outside the European
Economic Area, Switzerland and the UK.

   - *Notification Email Address* means the email
address(es) designated by Customer in the Admin Console, or in
the Order Form or Ordering Document (as applicable), to
receive certain notifications from Google. Customer is
responsible for using the Admin Console to ensure that its
Notification Email Address remains current and valid.

   - *Security Documentation* means all documents and
information made available by Google under Section 7.5.1
(Reviews of Security Documentation).

   - *Security Measures* has the meaning given in
Section 7.1.1 (Google’s Security Measures).

   - *Subprocessor* means a third party authorized as
another processor under these Terms to have logical access to
and process Customer Data in order to provide parts of the
Services and TSS.

   - *Supervisory Authority* means, as applicable:
(a) a “supervisory authority” as defined in the EU GDPR;
and/or (b) the “Commissioner” as defined in the UK GDPR.

   - *Term* means the period from the Terms Effective
Date until the end of Google’s provision of the Services,
including, if applicable, any period during which provision of
the Services may be suspended and any post-termination period
during which Google may continue providing the Services for
transitional purposes.

   - *Terms Effective Date* means the date on which
Customer accepted, or the parties otherwise agreed to, these
Terms.

   - *UK GDPR* means the EU GDPR as amended and
incorporated into UK law under the UK European Union
(Withdrawal) Act 2018, if in force.

2.2 The terms “personal data”, “data subject”, “processing”,
“controller” and “processor” as used in these Terms have the
meanings given in the GDPR irrespective of whether European Data
Protection Law or Non-European Data Protection Law applies.

#### 3. Duration

These Terms will notwithstanding expiry of the Term, remain in
effect until, and automatically expire upon, deletion of all
Customer Data by Google as described in these Terms.

#### 4. Scope of Data Protection
Law

4.1 *Application of European Law*. The parties
acknowledge that European Data Protection Law will apply to the
processing of Customer Personal Data if, for example:

a. the processing is carried
out  in the context of the activities of an establishment
of Customer in the territory of the EEA or the UK; and/or

b. the Customer Personal Data is
personal data relating to data subjects who are in the EEA or
the UK and the processing relates to the offering to them of
goods or services in the EEA or the UK, or the monitoring of
their behavior in the EEA or the UK.

4.2 *Application of Non-European Law*. The parties
acknowledge that Non-European Data Protection Law may also apply
to the processing of Customer Personal Data.

4.3 *Application of Terms*. Except to the extent
these Terms state otherwise, these Terms will apply irrespective
of whether European Data Protection Law or Non-European Data
Protection Law applies to the processing of Customer Personal
Data.

#### 5. Processing of Data

5.1 *Roles and Regulatory Compliance;
Authorization*.

5.1.1 *Processor and Controller Responsibilities*.
If European Data Protection Law applies to the processing of
Customer Personal Data:

a. the subject matter and details
of the processing are described in Appendix 1;

b. Google is a processor of that
Customer Personal Data under European Data Protection Law;

c. Customer is a controller or
processor, as applicable, of that Customer Personal Data under
European Data Protection Law; and

d. each party will comply with the
obligations applicable to it under European Data Protection Law
with respect to the processing of that Customer Personal Data.

5.1.2 *Authorization by Third Party Controller*. If
European Data Protection Law applies to the processing of
Customer Personal Data and Customer is a processor, Customer
warrants that its instructions and actions with respect to that
Customer Personal Data, including its appointment of Google as
another processor, have been authorized by the relevant
controller.

5.1.3 *Responsibilities under Non-European Law*. If
Non-European Data Protection Law applies to either party’s
processing of Customer Personal Data, the relevant party will
comply with any obligations applicable to it under that law with
respect to the processing of that Customer Personal Data.

5.2 *Scope of Processing*.

5.2.1 *Customer’s Instructions*. Customer instructs
Google to process Customer Personal Data only in accordance with
applicable law: (a) to provide the Services and TSS; (b) as
further specified via Customer’s use of the Services (including
the Admin Console and other functionality of the Services) and
TSS; (c) as documented in the form of the Agreement, including
these Terms; and (d) as further documented in any other written
instructions given by Customer and acknowledged by Google as
constituting instructions for purposes of these Terms.

5.2.2 *Google’s Compliance with Instructions*.
Google will comply with the instructions described in Section
5.2.1 (Customer’s Instructions) (including with regard to data
transfers) unless European or National Law to which Google is
subject requires other processing of Customer Personal Data by
Google, in which case Google will notify Customer (unless that
law prohibits Google from doing so on important grounds of
public interest) before such other processing.

#### 6. Data Deletion

6.1 *Deletion by Customer*. Google will enable
Customer to delete Customer Data during the Term in a manner
consistent with the functionality of the Services. If Customer
uses the Services to delete any Customer Data during the Term
and that Customer Data cannot be recovered by Customer, this use
will constitute an instruction to Google to delete the relevant
Customer Data from Google’s systems in accordance with
applicable law. Google will comply with this instruction as soon
as reasonably practicable and within a maximum period of 180
days, unless European or National Law requires storage.

6.2 *Deletion on Termination*. On expiry of the
Term, Customer instructs Google to delete all Customer Data
(including existing copies) from Google’s systems in accordance
with applicable law. Google will, after a recovery period of up
to 30 days following such expiry, comply with this instruction
as soon as reasonably practicable and within a maximum period of
180 days, unless European or National Law requires storage.
Without prejudice to Section 9.1 (Access; Rectification;
Restricted Processing; Portability), Customer is responsible for
exporting, before the Term expires, any Customer Data it wishes
to retain.

#### 7. Data Security

7.1 *Google’s Security Measures, Controls and
Assistance*.

7.1.1 *Google’s Security Measures*. Google will
implement and maintain technical and organizational measures to
protect Customer Data against accidental or unlawful
destruction, loss, alteration, unauthorized disclosure or access
as described in Appendix 2 (the “Security Measures”). The
Security Measures include measures to encrypt personal data; to
help ensure ongoing confidentiality, integrity, availability and
resilience of Google’s systems and services; to help restore
timely access to personal data following an incident; and for
regular testing of effectiveness. Google may update the Security
Measures from time to time provided that such updates do not
result in the degradation of the overall security of the
Services.

7.1.2 *Security Compliance by Google Staff*. Google
will: (a) take appropriate steps to ensure compliance with the
Security Measures by its employees, contractors and
Subprocessors to the extent applicable to their scope of
performance, and (b) ensure that all persons authorized to
process Customer Personal Data are under an obligation of
confidentiality.

7.1.3 *Additional Security Controls*. Google will
make Additional Security Controls available to: (a) allow
Customer to take steps to secure Customer Data; and (b) provide
Customer with information about securing, accessing and using
Customer Data.

7.1.4 *Google’s Security Assistance*. Google will
(taking into account the nature of the processing of Customer
Personal Data and the information available to Google) assist
Customer in ensuring compliance with its obligations pursuant to
Articles 32 to 34 of the GDPR, by:

a. implementing and maintaining the
Security Measures in accordance with Section 7.1.1 (Google’s
Security Measures);

b. making Additional Security
Controls available to Customer in accordance with Section 7.1.3
(Additional Security Controls);

c. complying with the terms of
Section 7.2 (Data Incidents);

d. providing Customer with the
Security Documentation in accordance with Section 7.5.1 (Reviews
of Security Documentation) and the information contained in the
Agreement including these Terms; and

e. if subsections (a)-(d) above are
insufficient for Customer to comply with such obligations, upon
Customer’s request, providing additional reasonable assistance.

7.2 *Data Incidents*.

7.2.1 *Incident Notification*. Google will notify
Customer promptly and without undue delay after becoming aware
of a Data Incident, and promptly take reasonable steps to
minimize harm and secure Customer Data.

7.2.2 *Details of Data Incident*. Google’s
notification of a Data Incident will describe, to the extent
possible, the nature of the Data Incident, the measures taken to
mitigate the potential risks and the measures Google recommends
Customer take to address the Data Incident.

7.2.3 *Delivery of Notification*. Notification(s)
of any Data Incident(s) will be delivered to the Notification
Email Address.

7.2.4 *No Assessment of Customer Data by Google*.
Google has no obligation to assess Customer Data in order to
identify information subject to any specific legal requirements.

7.2.5 *No Acknowledgement of Fault by Google*.
Google’s notification of or response to a Data Incident under
this Section 7.2 (Data Incidents) will not be construed as an
acknowledgement by Google of any fault or liability with respect
to the Data Incident.

7.3 *Customer’s Security Responsibilities and
Assessment.*

7.3.1 *Customer’s Security Responsibilities*.
Without prejudice to Google’s obligations under Sections 7.1
(Google’s Security Measures, Controls and Assistance) and 7.2
(Data Incidents), and elsewhere in the Agreement, Customer is
responsible for its use of the Services and its storage of any
copies of Customer Data outside Google’s or Google’s
Subprocessors’ systems, including:

a. using the Services and
Additional Security Controls to ensure a level of security
appropriate to the risk in respect of the Customer Data;

b. securing the account
authentication credentials, systems and devices Customer uses to
access the Services; and

c. backing up its Customer Data as
appropriate.

7.3.2 *Customer’s Security Assessment*. Customer
agrees, based on its current and intended use of the Services,
that the Services, Security Measures, Additional Security
Controls and Google’s commitments under this Section 7 (Data
Security): (a) meet Customer’s needs, including with respect to
any security obligations of Customer under European Data
Protection Law and/or Non-European Data Protection Law, as
applicable, and (b) provide a level of security appropriate to
the risk in respect of the Customer Data.

7.4 *Compliance Certifications and SOC Reports*.
Google will maintain at least the following for the Audited
Services in order to evaluate the continued effectiveness of the
Security Measures: (a) certificates for ISO 27001, ISO 27017 and
ISO 27018, and its PCI DSS Attestation of Compliance (the
“Compliance Certifications”); and (b) SOC 2 and SOC 3 reports
produced by Google’s Third Party Auditor and updated annually
based on an audit performed at least once every 12 months (the
“SOC Reports”). Google may add standards at any time. Google may
replace a Compliance Certification or SOC Report with an
equivalent or enhanced alternative.

7.5 *Reviews and Audits of Compliance*.

7.5.1 *Reviews of Security Documentation*. Google
will make the Compliance Certifications and the SOC Reports
available for review by Customer to demonstrate compliance by
Google with its obligations under these Terms.

7.5.2 *Customer’s Audit Rights*.

a. If European Data Protection Law
applies to the processing of Customer Personal Data, Google will
allow Customer or an independent auditor appointed by Customer
to conduct audits (including inspections) to verify Google’s
compliance with its obligations under these Terms in accordance
with Section 7.5.3 (Additional Business Terms for Reviews and
Audits). Google will contribute to such audits as described in
Section 7.4 (Compliance Certifications and SOC Reports) and this
Section 7.5 (Reviews and Audits of Compliance).

b. If Customer has entered into the
Model Contract Clauses as described in Section 10.2 (Transfers
of Data), Google will allow Customer or an independent auditor
appointed by Customer to conduct audits as described in the
Model Contract Clauses in accordance with Section 7.5.3
(Additional Business Terms for Reviews and Audits).

c. Customer may conduct an audit to
verify Google’s compliance with its obligations under these
Terms by reviewing the Security Documentation (which reflects
the outcome of audits conducted by Google’s Third Party
Auditor).

7.5.3 *Additional Business Terms for Reviews and
Audits.*

a. Customer must send any requests
for reviews of the SOC 2 report under Section 7.5.1(c) or audits
under Section 7.5.2(a) or 7.5.2(b) to Google’s Cloud Data
Protection Team as described in Section 12 (Cloud Data
Protection Team; Processing Records).

b. Following receipt by Google of a
request under Section 7.5.3(a), Google and Customer will discuss
and agree in advance on: (i) the reasonable date(s) of and
security and confidentiality controls applicable to any review
of the SOC 2 report under Section 7.5.1(c); and (ii) the
reasonable start date, scope and duration of and security and
confidentiality controls applicable to any audit under Section
7.5.2(a) or 7.5.2(b).

c. Google may charge a fee (based
on Google’s reasonable costs) for any audit under Section
7.5.2(a) or 7.5.2(b). Google will provide Customer with further
details of any applicable fee, and the basis of its calculation,
in advance of any such audit. Customer will be responsible for
any fees charged by any auditor appointed by Customer to execute
any such audit.

d. Google may object in writing to
an auditor appointed by Customer to conduct any audit under
Section 7.5.2(a) or 7.5.2(b) if the auditor is, in Google’s
reasonable opinion, not suitably qualified or independent, a
competitor of Google, or otherwise manifestly unsuitable. Any
such objection by Google will require Customer to appoint
another auditor or conduct the audit itself.

7.5.4 *No Modification of MCCs*. Nothing in this
Section 7.5 (Reviews and Audits of Compliance) varies or
modifies any rights or obligations of Customer or Google LLC
under any Model Contract Clauses entered into as described in
Section 10.2 (Transfers of Data).

#### 8. Impact Assessments and
Consultations

Google will (taking into account the nature of the processing
and the information available to Google) assist Customer in
ensuring compliance with its obligations pursuant to Articles 35
and 36 of the GDPR, by:

a. providing Additional Security
Controls in accordance with Section 7.1.3 (Additional Security
Controls) and the Security Documentation in accordance with
Section 7.5.1 (Reviews of Security Documentation);

b. providing the information
contained in the Agreement including these Terms; and

c. if subsections (a) and (b) above
are insufficient for Customer to comply with such obligations,
upon Customer’s request, providing additional reasonable
assistance.

#### 9. Access etc.; Data Subject
Rights; Data Export

9.1 *Access; Rectification; Restricted Processing;
Portability*. During the Term, Google will enable
Customer, in a manner consistent with the functionality of the
Services, to access, rectify and restrict processing of Customer
Data, including via the deletion functionality provided by
Google as described in Section 6.1 (Deletion by Customer), and
to export Customer Data.

9.2 *Data Subject Requests*.

9.2.1 *Customer’s Responsibility for Requests*.
During the Term, if Google’s Cloud Data Protection Team receives
a request from a data subject in relation to Customer Personal
Data, and the request identifies Customer, Google will advise
the data subject to submit their request to Customer. Customer
will be responsible for responding to any such request
including, where necessary, by using the functionality of the
Services.

9.2.2 *Google’s Data Subject Request Assistance*.
Google will (taking into account the nature of the processing of
Customer Personal Data) assist Customer in fulfilling its
obligations under Chapter III of the GDPR to respond to requests
for exercising the data subject’s rights by:

a. providing Additional Security
Controls in accordance with Section 7.1.3 (Additional Security
Controls);

b. complying with Sections 9.1
(Access; Rectification; Restricted Processing; Portability) and
9.2.1 (Customer’s Responsibility for Requests); and

c. if subsections (a) and (b) above
are insufficient for Customer to comply with such obligations,
upon Customer’s request, providing additional reasonable
assistance.

#### 10. Data Transfers

10.1 *Data Storage and Processing Facilities*.
Google may store and process Customer Data anywhere Google or
its Subprocessors maintain facilities, subject to:

a. Section 10.2 (Transfers of Data)
with respect to the Model Contract Clauses or Alternative
Transfer Solution; and

b. the Service Specific Terms with
respect to data location.

10.2 *Transfers of Data*. If the storage and/or
processing of Customer Personal Data involves transfers of
Customer Personal Data from the EEA, Switzerland or the UK to
any third country that does not ensure an adequate level of
protection under European Data Protection Law, and European Data
Protection Law applies to those transfers, then:

a. if Customer (as data exporter)
enters into the Model Contract Clauses with Google LLC (as data
importer) within the Admin Console, then:

i. the transfers will be subject to
the Model Contract Clauses; and

ii. Google will ensure that Google
LLC complies with its obligations under the Model Contract
Clauses in respect of those transfers; or

b. if Customer does not enter into
the Model Contract Clauses as described in Section 10.2(a),
then:

i. if an Alternative Transfer
Solution is made available by Google: (A) Customer will be
deemed to be using it and will take any action (which may
include execution of documents) strictly required to give it
full effect; and (B) Google will ensure that the transfers are
made in accordance with such Alternative Transfer Solution; or

ii. if an Alternative Transfer
Solution is not made available by Google: (A) Customer (as data
exporter) will be deemed to have entered into the Model Contract
Clauses with Google LLC (as data importer); (B) the transfers
will be subject to the Model Contract Clauses; and (C) Google
will ensure Google LLC complies with its obligations under the
Model Contract Clauses in respect of those transfers; and

c. if Customer has entered into the
Model Contract Clauses but reasonably determines subsequently
that they do not provide an adequate level of protection, then:

i. if an Alternative Transfer
Solution is made available by Google, Customer may, by notifying
Google LLC via Google’s Cloud Data Protection Team in accordance
with Section 12.1 (Google’s Cloud Data Protection Team),
terminate any Model Contract Clauses applicable under Section
10.2(a), such that Section 10.2(b)(i) will apply; or

ii. if an Alternative Transfer
Solution is not made available by Google, Customer may terminate
the Agreement immediately by notifying Google.

10.3 *Data Center Information*. Information about
the locations of Google facilities is available
at: https://cloud.google.com/about/locations/ (as
may be updated by Google from time to time).

10.4 *Disclosure of Confidential Information Containing
Personal Data.* If Customer has entered into the Model
Contract Clauses as described in Section 10.2 (Transfers of
Data), Google will, notwithstanding any term to the contrary in
the Agreement, ensure that any disclosure of Customer’s
Confidential Information containing personal data, and any
notifications relating to any such disclosures, will be made in
accordance with such Model Contract Clauses.

#### 11. Subprocessors

11.1 *Consent to Subprocessor Engagement*. Customer
specifically authorizes the engagement as Subprocessors of: (a)
those entities listed as of the Terms Effective Date at the URL
specified in Section 11.2 (Information about Subprocessors); and
(b) all other Google Affiliates from time to time. In addition,
without prejudice to Section 11.4 (Opportunity to Object to
Subprocessor Changes), Customer generally authorizes the
engagement as Subprocessors of any other third parties (“New
Third Party Subprocessors”). If Customer has entered into the
Model Contract Clauses as described in Section 10.2 (Transfers
of Data), the above authorizations constitute Customer’s prior
written consent to the subcontracting by Google LLC of the
processing of Customer Data.

11.2 *Information about Subprocessors*. Information
about Subprocessors, including their functions and locations, is
available
at: https://cloud.google.com/terms/subprocessors (as
may be updated by Google from time to time in accordance with
these Terms).

11.3 *Requirements for Subprocessor Engagement*.
When engaging any Subprocessor, Google will:

a. ensure via a written contract
that:

i. the Subprocessor only accesses
and uses Customer Data to the extent required to perform the
obligations subcontracted to it, and does so in accordance with
the Agreement (including these Terms) and the Model Contract
Clauses or Alternative Transfer Solution, as applicable under
Section 10.2 (Transfers of Data); and

ii. if the GDPR applies to the
processing of Customer Personal Data, the data protection
obligations described in Article 28(3) of the GDPR, as described
in these Terms, are imposed on the Subprocessor; and

b. remain fully liable for all
obligations subcontracted to, and all acts and omissions of, the
Subprocessor.

11.4 *Opportunity to Object to Subprocessor
Changes*.

a. When any New Third Party
Subprocessor is engaged during the Term, Google will, at least
30 days before the New Third Party Subprocessor starts
processing any Customer Data, notify Customer of the engagement
(including the name and location of the relevant subprocessor
and the activities it will perform).

b. Customer may, within 90 days
after being notified of the engagement of a New Third Party
Subprocessor, object by terminating the Agreement immediately by
notifying Google. This termination right is Customer’s sole and
exclusive remedy if Customer objects to any New Third Party
Subprocessor.

#### 12. Cloud Data Protection
Team; Processing Records

12.1 *Google’s Cloud Data Protection Team*.
Google’s Cloud Data Protection Team can be contacted
at https://support.google.com/cloud/contact/dpo (and/or
via such other means as Google may provide from time to time).

12.2 *Google’s Processing Records*. To the extent
the GDPR requires Google to collect and maintain records of
certain information relating to Customer, Customer will, where
requested, use the Admin Console to supply such information and
keep it accurate and up-to-date. Google may make any such
information available to the Supervisory Authorities if required
by the GDPR.

#### 13. Liability

13.1 *Liability Cap*. If the Model Contract Clauses
have been entered into as described in Section 10.2 (Transfers
of Data) then, subject to Section 13.2 (Liability Cap
Exclusions), the total combined liability of either party and
its Affiliates towards the other party and its Affiliates under
or in connection with the Agreement and such Model Contract
Clauses combined will be limited to the Agreed Liability Cap for
the relevant party.

13.2 *Liability Cap Exclusions*. Nothing in Section
13.1 (Liability Cap) will affect the remaining terms of the
Agreement relating to liability (including any specific
exclusions from any limitation of liability).

#### 14. Third Party Beneficiary

Notwithstanding anything to the contrary in the Agreement,
where Google LLC is not a party to the Agreement, Google LLC
will be a third party beneficiary of Sections 7.5 (Reviews and
Audits of Compliance), 10.2 (Data Transfers), 11.1 (Consent to
Subprocessor Engagement) and 13 (Liability).

#### 15. Effect of These Terms

Notwithstanding anything to the contrary in the Agreement, to
the extent of any conflict or inconsistency between these Terms
and the remaining terms of the Agreement, these Terms will
govern.

#### Appendix 1: Subject Matter and
Details of the Data Processing

*Subject Matter*

Google’s provision of the Services and TSS to Customer.

*Duration of the Processing*

The Term plus the period from the expiry of the Term until
deletion of all Customer Data by Google in accordance with the
Terms.

*Nature and Purpose of the Processing*

Google will process Customer Personal Data for the purposes of
providing the Services and TSS to Customer in accordance with
the Terms.

*Categories of Data*

Data relating to individuals provided to Google via the
Services, by (or at the direction of) Customer or by Customer
End Users.

*Data Subjects*

Data subjects include the individuals about whom data is
provided to Google via the Services by (or at the direction of)
Customer or by Customer End Users.

#### Appendix 2: Security Measures

As from the Terms Effective Date, Google will implement and
maintain the Security Measures described in this Appendix 2.

**1. Data Center and Network Security**

*(a) Data Centers*.

*Infrastructure*. Google maintains geographically
distributed data centers. Google stores all production data in
physically secure data centers.

*Redundancy*. Infrastructure systems have been designed
to eliminate single points of failure and minimize the impact of
anticipated environmental risks. Dual circuits, switches,
networks or other necessary devices help provide this
redundancy. The Services are designed to allow Google to perform
certain types of preventative and corrective maintenance without
interruption. All environmental equipment and facilities have
documented preventative maintenance procedures that detail the
process for and frequency of performance in accordance with the
manufacturer’s or internal specifications. Preventative and
corrective maintenance of the data center equipment is scheduled
through a standard change process according to documented
procedures.

*Power.* The data center electrical power systems are
designed to be redundant and maintainable without impact to
continuous operations, 24 hours a day, 7 days a week. In most
cases, a primary as well as an alternate power source, each with
equal capacity, is provided for critical infrastructure
components in the data center. Backup power is provided by
various mechanisms such as uninterruptible power supplies (UPS)
batteries, which supply consistently reliable power protection
during utility brownouts, blackouts, over voltage, under
voltage, and out-of-tolerance frequency conditions. If utility
power is interrupted, backup power is designed to provide
transitory power to the data center, at full capacity, for up to
10 minutes until the diesel generator systems take over. The
diesel generators are capable of automatically starting up
within seconds to provide enough emergency electrical power to
run the data center at full capacity typically for a period of
days.

*Server Operating Systems*. Google servers use a Linux
based implementation customized for the application environment.
Data is stored using proprietary algorithms to augment data
security and redundancy. Google employs a code review process to
increase the security of the code used to provide the Services
and enhance the security products in production environments.

*Businesses Continuity*. Google has designed and
regularly plans and tests its business continuity
planning/disaster recovery programs.

(b)* Networks and Transmission*.

*Data Transmission*. Data centers are typically
connected via high-speed private links to provide secure and
fast data transfer between data centers. This is designed to
prevent data from being read, copied, altered or removed without
authorization during electronic transfer or transport or while
being recorded onto data storage media. Google transfers data
via Internet standard protocols.

*External Attack Surface*. Google employs multiple
layers of network devices and intrusion detection to protect its
external attack surface. Google considers potential attack
vectors and incorporates appropriate purpose built technologies
into external facing systems.

*Intrusion Detection*. Intrusion detection is intended
to provide insight into ongoing attack activities and provide
adequate information to respond to incidents. Google’s intrusion
detection involves:

   - tightly controlling the size and make-up of Google’s attack
surface through preventative measures;

   - employing intelligent detection controls at data entry
points; and

   - employing technologies that automatically remedy certain
dangerous situations.

*Incident Response*. Google monitors a variety of
communication channels for security incidents, and Google’s
security personnel will react promptly to known incidents.

*Encryption Technologies*. Google makes HTTPS encryption
(also referred to as SSL or TLS connection) available. Google
servers support ephemeral elliptic curve Diffie-Hellman
cryptographic key exchange signed with RSA and ECDSA. These
perfect forward secrecy (PFS) methods help protect traffic and
minimize the impact of a compromised key, or a cryptographic
breakthrough.

**2. Access and Site Controls**

(a) *Site Controls*.

*On-site Data Center Security Operation*. Google’s data
centers maintain an on-site security operation responsible for
all physical data center security functions 24 hours a day, 7
days a week. The on-site security operation personnel monitor
closed circuit TV (CCTV) cameras and all alarm systems. On-site
security operation personnel perform internal and external
patrols of the data center regularly.

*Data Center Access Procedures*. Google maintains formal
access procedures for allowing physical access to the data
centers. The data centers are housed in facilities that require
electronic card key access, with alarms that are linked to the
on-site security operation. All entrants to the data center are
required to identify themselves as well as show proof of
identity to on-site security operations. Only authorized
employees, contractors and visitors are allowed entry to the
data centers. Only authorized employees and contractors are
permitted to request electronic card key access to these
facilities. Data center electronic card key access requests must
be made through e-mail, and require the approval of the
requestor’s manager and the data center director. All other
entrants requiring temporary data center access must: (i) obtain
approval in advance from the data center managers for the
specific data center and internal areas they wish to visit; (ii)
sign in at on-site security operations; and (iii) reference an
approved data center access record identifying the individual as
approved.

*On-site Data Center Security Devices*. Google’s data
centers employ an electronic card key and biometric access
control system that is linked to a system alarm. The access
control system monitors and records each individual’s electronic
card key and when they access perimeter doors, shipping and
receiving, and other critical areas. Unauthorized activity and
failed access attempts are logged by the access control system
and investigated, as appropriate. Authorized access throughout
the business operations and data centers is restricted based on
zones and the individual’s job responsibilities. The fire doors
at the data centers are alarmed. CCTV cameras are in operation
both inside and outside the data centers. The positioning of the
cameras has been designed to cover strategic areas including,
among others, the perimeter, doors to the data center building,
and shipping/receiving. On-site security operations personnel
manage the CCTV monitoring, recording and control equipment.
Secure cables throughout the data centers connect the CCTV
equipment. Cameras record on site via digital video recorders 24
hours a day, 7 days a week. The surveillance records are
retained for up to 30 days based on activity.

(b) *Access Control*.

*Infrastructure Security Personnel*. Google has, and
maintains, a security policy for its personnel, and requires
security training as part of the training package for its
personnel. Google’s infrastructure security personnel are
responsible for the ongoing monitoring of Google’s security
infrastructure, the review of the Services, and responding to
security incidents.

*Access Control and Privilege Management*. Customer’s
administrators must authenticate themselves via a central
authentication system or via a single sign on system in order to
administer the Services.

*Internal Data Access Processes and Policies – Access
Policy*. Google’s internal data access processes and
policies are designed to prevent unauthorized persons and/or
systems from gaining access to systems used to process personal
data. Google designs its systems to (i) only allow authorized
persons to access data they are authorized to access; and (ii)
ensure that personal data cannot be read, copied, altered or
removed without authorization during processing, use and after
recording. The systems are designed to detect any inappropriate
access. Google employs a centralized access management system to
control personnel access to production servers, and only
provides access to a limited number of authorized personnel.
Google’s authentication and authorization systems utilize SSH
certificates and security keys, and are designed to provide
Google with secure and flexible access mechanisms. These
mechanisms are designed to grant only approved access rights to
site hosts, logs, data and configuration information. Google
requires the use of unique user IDs, strong passwords, two
factor authentication and carefully monitored access lists to
minimize the potential for unauthorized account use. The
granting or modification of access rights is based on: the
authorized personnel’s job responsibilities; job duty
requirements necessary to perform authorized tasks; and a need
to know basis. The granting or modification of access rights
must also be in accordance with Google’s internal data access
policies and training. Approvals are managed by workflow tools
that maintain audit records of all changes. Access to systems is
logged to create an audit trail for accountability. Where
passwords are employed for authentication (e.g., login to
workstations), password policies that follow at least industry
standard practices are implemented. These standards include
restrictions on password reuse and sufficient password strength.
For access to extremely sensitive information (e.g., credit card
data), Google uses hardware tokens.

**3. Data**

(a) *Data Storage, Isolation and Logging*. Google stores
data in a multi-tenant environment on Google-owned servers.
Subject to any Customer instructions to the contrary (for
example, in the form of a data location selection), Google
replicates Customer Data between multiple geographically
dispersed data centers. Google also logically isolates the
Customer’s data. Customer will be given control over specific
data sharing policies. Those policies, in accordance with the
functionality of the Services, will enable Customer to determine
the product sharing settings applicable to Customer End Users
for specific purposes. Customer may choose to make use of
logging functionality that Google makes available via the
Services.

(b) *Decommissioned Disks and Disk Erase Policy*. Disks
containing data may experience performance issues, errors or
hardware failure that lead them to be decommissioned
(“Decommissioned Disk”). Every Decommissioned Disk is subject to
a series of data destruction processes (the “Disk Erase Policy”)
before leaving Google’s premises either for reuse or
destruction. Decommissioned Disks are erased in a multi-step
process and verified complete by at least two independent
validators. The erase results are logged by the Decommissioned
Disk’s serial number for tracking. Finally, the erased
Decommissioned Disk is released to inventory for reuse and
redeployment. If, due to hardware failure, the Decommissioned
Disk cannot be erased, it is securely stored until it can be
destroyed. Each facility is audited regularly to monitor
compliance with the Disk Erase Policy.

**4. Personnel Security**

Google personnel are required to conduct themselves in a manner
consistent with the company’s guidelines regarding
confidentiality, business ethics, appropriate usage, and
professional standards. Google conducts reasonably appropriate
backgrounds checks to the extent legally permissible and in
accordance with applicable local labor law and statutory
regulations.

Personnel are required to execute a confidentiality agreement
and must acknowledge receipt of, and compliance with, Google’s
confidentiality and privacy policies. Personnel are provided
with security training. Personnel handling Customer Data are
required to complete additional requirements appropriate to
their role (e.g., certifications). Google’s personnel will not
process Customer Data without authorization.

**5. Subprocessor Security**

Before onboarding Subprocessors, Google conducts an audit of
the security and privacy practices of Subprocessors to ensure
Subprocessors provide a level of security and privacy
appropriate to their access to data and the scope of the
services they are engaged to provide. Once Google has assessed
the risks presented by the Subprocessor, then subject to the
requirements described in Section 11.3 (Requirements for
Subprocessor Engagement) of these Terms, the Subprocessor is
required to enter into appropriate security, confidentiality and
privacy contract terms.

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