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# Data Processing and
Security Terms (Partners)

Last modified: August 20, 2020

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

View the current version

The partner agreeing to these terms (“Partner”), 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 Partner as a reseller or
supplier of Google Cloud Platform under the Program (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.

#### 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
Partner 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.

   - *Data Incident* means a breach of Google’s
security leading to the accidental or unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to,
Partner 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 Partner 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 Partner 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
Partner.

   - *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 Partner in the Admin Console or
Order Form, to receive certain notifications from Google.
Partner is responsible for using the Admin Console to ensure
that its Notification Email Address remains current and valid.

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

   - *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 Partner 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
Partner 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
Partner 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 Partner Personal Data if, for example:

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

b. the Partner 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 behaviour 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 Partner 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 Partner 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
Partner Personal Data:

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

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

c. Partner is a controller or
processor, as applicable, of that Partner 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 Partner Personal Data.

5.1.2 *Authorization by Third Party Controller.* If
European Data Protection Law applies to the processing of
Partner Personal Data and Partner is a processor, Partner
warrants that its instructions and actions with respect to that
Partner 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 Partner Personal Data, the relevant party will
comply with any obligations applicable to it under that law with
respect to the processing of that Partner Personal Data.

5.2 *Scope of Processing.*

5.2.1 *Partner’s Instructions.* Partner instructs
Google to process Partner Personal Data only in accordance with
applicable law: (a) to provide the Services and TSS; (b) as
further specified via Partner’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 Partner (acting on behalf of itself and
its Customers) 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 (Partner’s Instructions) (including with regard to data
transfers) unless European or National Law to which Google is
subject requires other processing of Partner Personal Data by
Google, in which case Google will notify Partner (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 Partner.* Google will enable
Partner to delete Partner Data during the Term in a manner
consistent with the functionality of the Services. If Partner
uses the Services to delete any Partner Data during the Term and
that Partner Data cannot be recovered by Partner, this use will
constitute an instruction to Google to delete the relevant
Partner 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, Partner instructs Google to delete all Partner 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), Partner is responsible for
exporting, before the Term expires, any Partner 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 Partner 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 Partner Personal Data are under an obligation of
confidentiality.

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

7.1.4 *Google’s Security Assistance.* Google will
(taking into account the nature of the processing of Partner
Personal Data and the information available to Google) assist
Partner 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 Partner in accordance with Section 7.1.3
(Additional Security Controls);

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

d. providing Partner 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 Partner to comply with such obligations, upon
Partner’s request, providing additional reasonable assistance.

7.2 *Data Incidents*

7.2.1 *Incident Notification.* Google will notify
Partner promptly and without undue delay after becoming aware of
a Data Incident; and promptly take reasonable steps to minimize
harm and secure Partner 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
Partner 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 Partner Data by Google.*
Google has no obligation to assess Partner Data in order to
identify information subject to any specific legal requirements.

7.2.5 *Notification of Customers. *Partner will
notify each Customer affected by a Data Incident without undue
delay after becoming aware of the Data Incident.

7.2.6 *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 *Partner’s Security Responsibilities and
Assessment.*

7.3.1 *Partner’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, as between
Partner and Google, Partner is responsible for its and its
Customers’ use of the Services, and its and their storage of any
copies of Partner 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 Partner Data;

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

c. backing up its Partner Data as
appropriate.

7.3.2 *Partner’s Security Assessment.* Partner
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 Partner’s needs, including with respect to
any security obligations of Partner 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 Partner 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 Partner to demonstrate compliance by
Google with its obligations under these Terms:

7.5.2 *Partner’s Audit Rights.*

a. If European Data Protection Law
applies to the processing of Partner Personal Data, Google will
allow Partner or an independent auditor appointed by Partner 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 Partner has entered into the
Model Contract Clauses as described in Section 10.2 (Transfers
of Data), Google will allow Partner or an independent auditor
appointed by Partner 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. Partner 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. Partner 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 Partner 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 Partner with further
details of any applicable fee, and the basis of its calculation,
in advance of any such audit. Partner will be responsible for
any fees charged by any auditor appointed by Partner to execute
any such audit.

d. Google may object in writing to
an auditor appointed by Partner 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 Partner 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 Partner 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 Partner 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 Partner to comply with such obligations,
upon Partner’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 Partner,
in a manner consistent with the functionality of the Services,
to access, rectify and restrict processing of Partner Data,
including via the deletion functionality provided by Google as
described in Section 6.1 (Deletion by Partner), and to export
Partner Data.

9.2 *Data Subject Requests*

9.2.1 *Partner’s Responsibility for Requests.*
During the Term, if Google’s Cloud Data Protection Team receives
a request from a data subject in relation to Partner Personal
Data, and the request identifies Customer, Google will advise
the data subject to submit their request to Partner. Partner
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
Partner Personal Data) assist Partner 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 (Partner’s Responsibility for Requests); and

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

#### 10. Data Transfers

10.1 *Data Storage and Processing Facilities.*
Google may store and process Partner 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 Partner Personal Data involves transfers of
Partner 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 Partner (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 Partner 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) Partner 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) Partner (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 Partner 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, Partner 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, Partner 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 Partner has entered into 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 Partner’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.* Partner
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), Partner generally authorizes the
engagement as Subprocessors of any other third parties (“New
Third Party Subprocessors”). If Partner has entered into Model
Contract Clauses as described in Section 10.2 (Transfers of
Data), the above authorizations constitute Partner’s prior
written consent to the subcontracting by Google LLC of the
processing of Partner 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 Partner 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 Partner 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 Partner Data, notify Partner of the engagement
(including the name and location of the relevant subprocessor
and the activities it will perform).

b. Partner 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 Partner’s sole and
exclusive remedy if Partner 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 Partner and Customers, Partner
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

14.1 *Google LLC.* 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).

14.2 *Customers*. For the avoidance of doubt,
Customers are not third party beneficiaries of these Terms.

#### 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 Partner.

*Duration of the Processing*

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

*Nature and Purpose of the Processing*

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

*Categories of Data*

Data relating to individuals provided to Google via the
Services, by (or at the direction of) Partner, Customers or
Partner 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)
Partner, Customers or by Partner 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:

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

b. employing intelligent detection
controls at data entry points; and

c. 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.* Partner’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 Partner instructions to the contrary (for
example, in the form of a data location selection), Google
replicates Partner Data between multiple geographically
dispersed data centers. Google also logically isolates the
Partner’s data. Partner will be given control over specific data
sharing policies. Those policies, in accordance with the
functionality of the Services, will enable Partner to determine
the product sharing settings applicable to Partner End Users for
specific purposes. Partner 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 Partner Data are
required to complete additional requirements appropriate to
their role (eg., certifications). Google’s personnel will not
process Partner 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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