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# Service Specific Terms

Last modified: September 20, 2022

This is not the current version of this document and is provided
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These Service Specific Terms are incorporated into the
agreement under which Google has agreed to provide
Google Cloud Platform (as described
at https://cloud.google.com/terms/services)
to Customer (the “Agreement”). If the Agreement
authorizes the resale or supply of Google Cloud Platform
under a Google Cloud partner or reseller program, then
all references to Customer in the Service Specific Terms
mean Partner or Reseller (as applicable), and all
references to Customer Data in the Service Specific
Terms mean Partner Data. Capitalized terms used but not
defined in the Service Specific Terms have the meaning
given to them in the Agreement.

General Service Terms

1. **Data
Location**. Customer may configure the
Services listed
at https://cloud.google.com/terms/data-residency to
store Customer Data in a specific Region or
Multi-Region as detailed in the Cloud Locations
Page, and Google will store that Customer Data
at rest only in the selected Region or
Multi-Region. 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. **Operations of Communications
Services**. Notwithstanding any
telecommunications restrictions in the
Agreement, Customer may use the Services for
hosting capacity in connection with Customer’s
provision of telecommunications services to
Customer End Users if (a) Customer obtains,
maintains, and complies with all necessary
regulatory licenses, registrations or other
applicable requirements relating to such
telecommunications services, and (b) Customer
does not use or resell the Services to provide
telecommunications connectivity, including for
virtual private network services, network
transport, or voice or data transmission.

3.** 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.

4. **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”
at https://cloud.google.com/terms/services(“Premium
Software”). Customer will pay applicable Fees
for any Premium Software it obtains as described
at the Fees URL. 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.

5. **Pre-GA
Offerings Terms**. Google may make
available to Customer pre-general availability
Google Cloud Platform features, services or
software that are either not yet listed
at https://cloud.google.com/terms/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 5.

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 Data Processing and
Security Terms do 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.

6.
**Google-Managed Multi-Cloud. **The
then-current services described as
“Google-Managed Multi-Cloud Services” at
https://cloud.google.com/terms/services ("Google-Managed
MCS") are Google services, products and features
that are hosted on the infrastructure of a third
party cloud provider (“Multi-Cloud Service
Third-Party Provider”). While the Google-Managed
MCS are not Services or Software, Customer’s use
of the Google-Managed MCS is subject to the
terms of the Agreement applicable to Services
(or Software, if applicable), as amended by this
Section 6. In addition to the terms of the
Agreement and notwithstanding anything to the
contrary in the “Conflicting Terms” section of
the Agreement, Customer’s use of the
Google-Managed MCS is subject to the following
terms:

a.* Admin Console*. The Google-Managed MCS
may not be available through the Admin
Console.

b.* Multi-Cloud Service Third-Party Provider Relationship*.

i. To make use of
the Google-Managed MCS, Customer must maintain
an independent account and billing relationship
with the applicable Multi-Cloud Service
Third-Party Provider. Customer is responsible
for entering into and complying with an
appropriate agreement with the applicable
Multi-Cloud Service Third-Party Provider
governing Customer’s use of the Multi-Cloud
Service Third-Party Provider’s services and the
Multi-Cloud Service Third-Party Provider’s
processing of personal data on behalf of
Customer. The Agreement does not obligate Google
or the Multi-Cloud Service Third-Party Provider
to provide the Multi-Cloud Service Third-Party
Provider’s services that are necessary for the
Customer to use the Google-Managed MCS.

ii. If the
Multi-Cloud Service Third-Party Provider makes a
change to its services or terms, and Google
reasonably concludes that its provision of the
Google-Managed MCS is no longer commercially
feasible as a result of the change, Google may
immediately Suspend all or part of Customer's
use of the impacted Google-Managed MCS, or make
any other discontinuance or
backwards-incompatible change necessary to
continue to provide the Google-Managed MCS.
Google will lift any such Suspension once the
circumstances giving rise to the Suspension have
been resolved. To the extent Google may Suspend
or modify the Google-Managed MCS as set forth in
this Section, the Google-Managed MCS are not
subject to the sections of the Agreement
covering discontinuance and
backwards-incompatible changes.

*c. Data Processing*. Processing of data by
the Google-Managed MCS is subject to the terms
of the Data Processing and Security Terms, as
supplemented and amended by the Google-Managed
Multi-Cloud Services Data Processing and
Security Terms Addendum.  "Google-Managed
Multi-Cloud Services Data Processing and
Security Terms Addendum" means the terms stated
at
https://cloud.google.com/terms/mcs-data-processing-terms.

d.*** Limitation of Liability*****. ****Notwithstanding anything to the contrary in the Agreement (except subject to any unlimited liabilities expressly stated in the Agreement), to the maximum extent permitted by law, each party’s total aggregate Liability for damages arising out of or relating to the ****Google-Managed**
**MCS is limited to the greater of (1) the Fees Customer paid for the Google-Managed MCS during the 12-month period before the event giving rise to liability and (2) $25,000****. **

****e.
***Disclaimers*****. Notwithstanding anything to the contrary in the Agreement, the Google-Managed**
**MCS (i) are not covered by any SLA covering Google Cloud Platform Services, unless specifically identified under the terms of the SLA, (ii) are not subject to any obligations for Google to provide termination or transition assistance or other technical assistance after Suspension or termination, (iii) are not subject to any business continuity or disaster recovery commitments, and (iv) are not Audited Services, unless specifically identified at the Audited Services URL as listed in Section 2.1 (Definitions) of the DPST.**

f.* Survival*.
The following subsections of these
Google-Managed Multi-Cloud Service Specific
Terms will survive expiration or termination of
the Agreement: d (Limitation of Liability); e
(Disclaimer); and f (Survival).

7.
**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.

8.**
Trials.** Certain Services may be
made available to Customer on a trial basis. The
parameters of each trial, including any Scope of
Use, may be presented to Customer either through
the Fees URL, Admin Console, Documentation,
email, or as otherwise communicated by Google.
Use of a trial indicates Customer’s acceptance
of any such parameters.

9.** User
Experience Research.** If Customer
enrolls in the Google Cloud User Experience
Research Program for Google Cloud Platform,
Customer’s participation will be subject to the
Google Cloud User Experience Research Panel
Addendum available
at https://cloud.google.com/terms/user-experience-research or
a successor URL.

10.**
PGSSI-S.** Customer will comply
with France's General Security Policy for Health
Information Systems (PGSSI-S) to the extent
applicable.

11.
**Additional Definitions.**

“*Cloud
Locations Page*”
means https://cloud.google.com/about/locations/.

“*Documentation*” means the then-current
Google documentation made available by Google to
its customers for use with the Services
at https://cloud.google.com/docs/.

“*Fees URL*”
means https://cloud.google.com/skus.

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

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

“*Scope of
Use*” means any limits on installation or
usage of Services or Software described at the
Fees URL, Admin Console, order form, or
otherwise presented by Google.

Service Terms

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

**Compute**

1. **Compute
Engine.**

a. *Additional
Security*. If Customer requires greater
than eight static IP addresses, Google may file
a SWIP report with the American Registry for
Internet Numbers (ARIN). Google may log DNS
lookups, as well as source and destination IP
addresses, for security purposes.

b. *Sustained
Usage Discounting*. Any credits provided
to Customer in connection with sustained usage
discounting have no cash value and can only be
applied to offset future Compute Engine Fees.
Upon termination or expiration of the Agreement,
such credits will expire.

c. *Google Cloud
Marketplace*. If Customer uses Compute
Engine tools or APIs to deploy or otherwise use
any software or services from Google Cloud
Marketplace (or Google Cloud Launcher), then
Customer’s related deployment or use will be
subject to
the Google Cloud Marketplace Terms of Service.

d. *Sole-Tenant
Nodes*. Customer may select that Google
provide the Compute Engine Service on physical
Google host hardware dedicated to a single
Project. While no other Google customer virtual
machine instance will share that host hardware
with Customer’s virtual machine instances,
Compute Engine’s virtualization software will
reside on that host hardware and continue to
manage Customer’s virtual machine instances on
that host hardware.

2. **Compute
Engine, Google Kubernetes Engine, and
Container Registry Service - Docker
Hub.** If Customer or a Customer
End User requests container(s) from the Docker
Hub for its Project or Customer Application,
Customer instructs Google to cache a copy of
such container in the Container Registry for
future use.

3. **App
Engine - Data Location.** Customer
may configure App Engine to store Customer Data
in the United States or European Union, and
Google will store that Customer Data at rest
only in that location. The Service does 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.

4. **Google
Cloud VMware Engine (GCVE).**

a. *Customer
Security Obligations*. Google may not have
access to Customer's VMware environment. As
such, (i) Customer acknowledges that,
notwithstanding Section 7.1.1 (Google's Security
Measures) of the Data Processing and Security
Terms, Google may not be able to encrypt
personal data in Customer's VMware environment
and (ii) Customer will enable vSAN encryption
and take other appropriate measures to protect
and maintain the security of Customer Data
stored on or processed through GCVE.

b. *Customer
Responsibilities*. Customer is solely
responsible for obtaining and maintaining all
licenses, rights, consents, and permissions that
are required for Customer's use of any Operating
Systems, software, applications, or other
content that Customer uploads to or uses in
connection with GCVE. For the purposes of this
Section, "Operating System" means any operating
system that (i) Customer uploads to, hosts on,
or uses in connection with GCVE, or (ii)
Customer instructs Google to pre-load onto GCVE
servers.

c.
*VMware Cloud Universal Program (“VMware Universal”).*
VMware, Inc. (“*VMware*”) and VMware
partners sell credits through VMware Universal
that may be applied towards GCVE in accordance
with Customer’s agreement with VMware. VMware is
an authorized reseller of GCVE. Customer’s
purchase and use of GCVE through VMware
Universal is subject to the Agreement with the
additions and exclusions specified in this
subsection (c).

(i) The
Agreement’s payment terms will not apply, and
all fees will be payable to VMware and
determined solely between VMware and Customer.

(ii)
*Data Sharing with VMware.*

A. To the extent
reasonably required for GCVE to be made
available through VMware Universal, Google may
share with VMware information regarding
Customer’s use of GCVE and Google Cloud
Platform.

B.Customer
acknowledges that, to the extent Customer
provides any data to VMware in connection with
GCVE, VMware may share such data with Google to
the extent reasonably required to provide GCVE
(including technical support) and administer
VMware Universal. Customer will not seek to
prevent or delay such disclosure.

C. If Customer
brings a claim under the Agreement related to
GCVE, Customer acknowledges that VMware may
disclose to Google the fees or other amounts
paid or payable by Customer to VMware for GCVE,
and any other terms of the agreement between
Customer and VMware regarding  GCVE or
either party’s performance under that agreement.
Customer will not seek to prevent or delay such
disclosure.

(iii)
*Remedies*. Customer will seek any
applicable SLA credits and any applicable
monetary remedies described in the Agreement
from VMware (and will not do so from Google).

(iv)
*Support*. Google will provide technical
support to Customer in accordance with the
Agreement. For the avoidance of doubt, support
fees for GCVE may be charged by VMware to
Customer.

(v)
*Financial Commitments*. If Customer has
made financial commitments in an Order Form or
addendum to the Agreement, then Google may apply
Customer's GCVE consumption (at a rate
determined by Google), or a portion of the
applicable fees Google receives from VMware, to
those commitments.

5. **BigQuery.**

a.** ODBC/JDBC Drivers. **The ODBC and JDBC
drivers for BigQuery (as
described here)
are “Software” as defined in the Agreement and
any use of them is subject to the “General
Software Terms” above. These drivers may only be
used with BigQuery and may not be used with any
other product or service.

b.
**Analytics Hub (PREVIEW)**

(i)
*Introduction*. Analytics Hub is a feature
of BigQuery that helps users find and share sets
of Customer Data (“Datasets”). Datasets are
organized into shared repositories (“Exchanges”)
with each Dataset’s listings containing (as
applicable) a description, documentation,
branding, metadata or similar materials
(“Listing Materials”).

(ii) *Roles*.
Customer can serve different roles in Analytics
Hub:

A.
“*Publishers*” create and submit Datasets
for listing within Exchanges.

B.
“*Subscribers*” request access to Datasets
listed in Exchanges for their own use in
BigQuery.

C.
“*Exchange Administrators*” (1) create and
administer Exchanges, (2) add or remove Listing
Materials in Exchanges, (3) control visibility
of Exchanges and Listing Materials, and (4) on
behalf of the relevant Publisher, enable or
reject Subscriber requests to access Datasets.

(iii)
*Publishers*. Publishers can serve as their
own Exchange Administrators or submit Datasets
to Exchanges operated by third-party Exchange
Administrators. In the latter case, the
Publisher submits its Dataset to the Exchange
Administrator and must follow any enrollment
steps specified by the Exchange Administrator
for its Exchange.

(iv)* Exchange Administrators*. When acting
as an Exchange Administrator, Customer
must:

A. Secure and
maintain all necessary rights, consents and
permissions (including from any third-party
Publishers) to list, share or take other action
with respect to the Datasets or Listing
Materials; and

B. Handle takedown
requests, data subject requests, notices of
infringement, and any other notices or requests
it receives regarding its Exchange or related
Listing Materials or Datasets.

For clarity,
Listing Materials are considered Customer Data
of the applicable Exchange Administrator.

(v)
*Separate Relationships*.

A. Google is not
responsible for and will have no liability to
Customer in relation to any terms or
relationships between Customer and any third
party acting as a Publisher, Subscriber, or
Exchange Administrator. If Customer offers any
commitments to any third such party beyond the
commitments that Google has made to Customer in
the Agreement (including in these Service
Specific Terms), Google will not be liable for
such commitments.

B. Publishers and
Exchange Administrators must ensure that any
terms they have with Subscribers do not
contradict these Service Specific Terms or the
Agreement.

C. If a
Publisher or Exchange Administrator charges fees
for access to Datasets, it is solely responsible
for (1) collecting the fees independently of
Google and Analytics Hub and (2) any related
refunds or liabilities to Subscribers.

D. Google
does not guarantee continued availability of any
Datasets, and gives no warranty, indemnification
or other obligation, and accepts no liability or
responsibility, with respect to Datasets or
their use.

6. **Data Studio.**

a.
*Generally. *To have Customer’s use of Data
Studio governed by this Agreement, Customer must
(1) have a Cloud Identity organization and (2)
in the Admin Console for Data Studio, select to
have this Agreement govern Customer’s use of
Data Studio. Such selection will supersede any
terms previously accepted by Customer related to
Data Studio. If Customer later sets Google Cloud
Platform Services to “off” in the Cloud Identity
Admin Console for all of Customer’s End Users,
then this Agreement will no longer govern
Customer’s use of Data Studio (and End Users
will be presented with other terms, which they
must accept to continue using Data Studio). For
clarity, access to Data Studio within Customer’s
organization is controlled by a different on/off
setting in the Cloud Identity Admin Console from
Google Cloud Platform.

 b.
*Google Maps Visualizations.* Certain
visualizations within Data Studio include
features and content from Google Maps (such
features and content, “Google Maps Content”).
Customer may choose to provide Data Studio with
its Google Maps Platform credentials to access
the Google Maps Content, in which case
Customer’s use of or access to such Google Maps
Content is subject to the agreement under which
Google has agreed to provide Google Maps
Platform to Customer. If Customer does not
provide such credentials and Customer or
Customer’s End Users access or use Google Maps
Content, Customer agrees that use of or access
to such Google Maps Content is subject to the
then-current versions of the: (1) Google
Maps/Google Earth Additional Terms of Service at
https://maps.google.com/help/terms_maps.html;
and (2) Google Privacy Policy at
https://www.google.com/policies/privacy/.

7.
**Google Earth Engine**

*a. Non-Commercial Use. *Customer may only
use the non-commercial/research use edition of
Google Earth Engine if (1) Customer is a
non-profit organization, international
government organization, or academic institution
using Google Earth Engine for non-commercial
activities or (2) Customer is a public
government entity using Google Earth Engine for
government research activities that meet the
following requirements: (A) the research has a
defined scope and includes a testable
hypothesis; (B) the research will be completed
within a specified period of time; (C) the
research will result in a scholarly work (e.g.
paper, thesis, report, article, publication),
public dataset, or code library; and (D) the
research requires limited use of the Services
(i.e. the Services are not being used for a
long-term operational need of Customer).

b. *Incorporation into Applications*.
Customer is permitted to incorporate Google
Earth Engine into Customer’s Applications in
accordance with the Agreement. Customer may not
allow End Users of Customer’s Applications to
directly access or interact with the Google
Earth Engine APIs unless those End Users have
their own Google Cloud Platform Accounts and
access to their own instances of Google Earth
Engine.

c. *Google Maps Visualizations.*
Google Earth Engine includes integrations that
permit visualization of features and content
from Google Maps (such features and content,
“Google Maps Content”). Customer agrees that
Customer and Customer’s End Users’ use of or
access to such Google Maps Content is subject to
the then-current versions of the: (1) Google
Maps/Google Earth Additional Terms of Service at
https://maps.google.com/help/terms_maps.html;
and (2) Google Privacy Policy at
https://www.google.com/policies/privacy/.

d. *On/Off Control.* Access to Earth
Engine on Google Cloud Platform within
Customer’s organization is not controlled by the
“on/off” setting in the Cloud Identity Admin
Console for Google Cloud Platform. If Google
develops an integration of Earth Engine with the
general Google Cloud Platform on/off control in
the future, then this development will be
announced via Earth Engine's GCP Release Notes
(available at
https://cloud.google.com/earth-engine/release-notes
or a successor URL).

**Storage **

8.** Cloud
Storage - Bucket Lock. **Customer will
comply with applicable laws and regulations with
respect to the retention of Bucket Lock Customer
Data, including determining and applying the
appropriate retention and hold periods and, if
applicable, promptly furnishing any Bucket Lock
Customer Data in a usable format. Customer is
also responsible for keeping its Account in good
standing during any retention and hold period.
Upon deletion of a Project or Account, or
termination of the Agreement, Google may delete
the applicable Bucket Lock Customer Data.

a.
*Definitions*.

“*Bucket
Lock*” means the feature of Cloud Storage
that allows Customer to set and lock a retention
or hold period applicable to Customer Data in a
Cloud Storage bucket.

“*Bucket Lock
Customer Data*” means Customer Data stored
in Cloud Storage with Bucket Lock activated.

**Networking**

9.** Cloud
Interconnect - Partner Interconnect.**
Customer will independently engage a network
service provider (“Cloud Interconnect Partner”)
who has agreed with Google to supply
connectivity between Customer and Google under
Google’s partner terms for Partner Interconnect.
Customer is responsible for any charges for
connectivity by the Cloud Interconnect Partner.
Google is not responsible for any aspects of
Partner Interconnect provided by the Cloud
Interconnect Partner or any issues arising
outside of Google’s network.

10. **Cloud
Intrusion Detection System (Cloud IDS).
**Notwithstanding anything to the
contrary in the “Benchmarking” section of the
General Service Terms of these Service Specific
Terms, Customer will not, and will not allow End
Users to, disclose, publish, or otherwise make
publicly-available any benchmark, or performance
or comparison tests that are run on Cloud IDS
and that are conducted by Customer or an End
User (or a third party authorized by Customer or
an End User).

11. **Google
Cloud Armor - Managed Protection Plus**

a.
*Generally*. If a Project enrolled in
Managed Protection Plus experiences a
third-party denial of service attack on a
protected endpoint (“Qualified Attack”) and the
conditions below are met, Google will provide a
credit equivalent to the Covered Fees, provided
that the Covered Fees incurred exceed the
Minimum Threshold. Load tests and security
assessments performed by or on behalf of
Customer are not Qualified Attacks.

b.
*Conditions*. Customer must submit a
request to Cloud Billing Support within 30 days
after the end of the Qualified Attack. The
request must include evidence of the Qualified
Attack, such as logs or other telemetry
indicating the timing of the attack and the
Projects and resources that were attacked, and
an estimate of the Covered Fees incurred. Google
will reasonably determine whether credits are
due and the appropriate amount.

c.
*Credits*. Any credits provided to
Customer in connection with this Section have no
cash value and can only be applied to offset
future Fees for the Services. These credits will
expire 12 months after being issued or upon
termination or expiration of the Agreement.

d.
*Definitions*.

“*Covered
Fees*” means any Fees incurred by Customer
as a direct result of the Qualified Attack for:

  i. ingress
data processing for the Google Cloud Load
Balancer Service;

 ii. Managed
Protection Plus data processing for the Google
Cloud Armor Service; and

iii. network
egress, including inter-region, inter-zone,
internet, and carrier peering egress.

“*Minimum
Threshold*” means the minimum amount of
Covered Fees that are eligible to be credited
under this Section as determined by Google from
time to time and disclosed to Customer on
request.

12. **Network
Connectivity Center (NCC).
**Notwithstanding any telecommunications
restrictions in the Agreement, in Australia,
India, Japan, the United Kingdom, and the United
States only, Customer may use NCC for
telecommunications connectivity.

13.
**Spectrum Access System**

a.** ***Governing Agreement. *If
Customer has previously entered into an
agreement with Google that governs its use of
Spectrum Access System (“Legacy SAS Agreement”),
then for so long as the Legacy SAS Agreement
remains in force, the remainder of this Section
13 (Spectrum Access System) will not apply and
the Legacy SAS Agreement will govern Customer’s
use of Spectrum Access System.

b. *Admin Account. *Spectrum Access
System may not be available through the Admin
Console. If this is the case, Customer may use
Spectrum Access System through an Admin
Account.

c.
*Additional Customer Obligations. *Customer
is solely responsible for (i) the
installation, operation, maintenance, and repair
of Registered CBSDs; (ii) staffing,
instructing, and managing personnel performing
the installation, operation, maintenance, and
repair of Registered CBSDs; (iii) ensuring
that such personnel are certified by WInnForum
to the extent required by applicable law; and
(iv) procuring and maintaining connectivity
with Spectrum Access System to enable the
ordering and registration of CBSDs and the use
of Registered CBSDs. For clarity, Section 2(b)
(Operations of Communications Services) in the
General Services Terms of these Service Specific
Terms does not prohibit Customer from using
Spectrum Access System in compliance with this
Section 13 (Spectrum Access System).

d.
*Applicable Law*. Spectrum Access System is
subject to Federal Communications Commission
(“FCC”) regulations and, by design, has
characteristics different from the other
Services offered under the Agreement. Each party
represents and warrants that it will comply with
the rules and implementing orders of the FCC
(including 47 C.F.R. Part 96), the Department of
Defense, and the National Telecommunications and
Information Administration, along with the duly
adopted Release 1 standards of WInnForum, in
each case to the extent applicable to that
party’s provision, receipt, or use of Spectrum
Access System, as applicable.

e. *No Personal Data*. Except for any
Customer Account Information that may include
personal data, Customer will not, through its
use of Spectrum Access System, share, transfer,
or otherwise provide any CBSD Endpoint User
Information, or any personal data or other data
subject to legal or regulatory compliance
requirements, with or to Google.

f.
*I**nterference*. Customer
acknowledges the risk of possible interference
from federal incumbent user radar operations in
the Citizens Broadband Radio Service.

g. *Transition of Customer Account Information*.
If Google ceases to offer Spectrum Access System
for any reason, then Customer may request Google
to take commercially reasonable steps to
facilitate a transition of Customer Account
Information to another spectrum access system
service provider.

h. *Test Environment. *If Google
provides access to a non-production test
environment, then the use of Spectrum Access
System in such an environment is deemed a
"Pre-GA Offering" subject to the Pre-GA
Offerings Terms in the General Services Terms of
these Service Specific Terms.

i.
*Definitions*.

“*Admin Account*” means the administrative
account provided to Customer by Google for the
purpose of administering Spectrum Access
System.

“*CBSD*” or
“*Citizens Broadband Radio Service Device*”
means a device with a radio access point that is
certified by the FCC to operate in the Citizens
Broadband Radio Services band (3.5 GHz).

“*CBSD Registration Information*” means
data relating to the location, identification,
operating parameters, and other aspects of
Registered CBSDs.

“*CBSD Reporting Data*” means the
anonymized or aggregated data and metadata
Google receives from the Registered CBSDs in the
course of Customer’s use of Spectrum Access
System.

“*CBSD Endpoint*” means a device that may
establish wireless connectivity with the
authorization and under the control of a
Registered CBSD. CBSD Endpoints may include
handsets, dongles, Internet of Things devices,
hotspots, smart phones, or tablets.

“*CBSD Endpoint User*” means an individual
that uses any CBSD Endpoint.

“*CBSD Endpoint User Information*” means
any information, data, or content relating to a
CBSD Endpoint User, including (i) billing
and usage information, passwords, and PINs;
(ii) transmitted or received content
information;  (iii) authentication
information and any other demographic
information; and (iv) other information in
connection with use by a CBSD Endpoint User of a
CBSD Endpoint on any Registered CBSD or network
of Registered CBSDs (excluding any information
that may qualify as CBSD Registration
Information or CBSD Reporting Data).

“*Customer Account Information*” means
information provided by Customer in connection
with the registration of CBSDs, which consist of
(i) contact and account information for
Customer; (ii) identification information
for all Registered CBSDs registered to Customer,
as prescribed by WInnForum standards;
(iii) identifying information for all
groups of CBSDs for Customer; and
(iv) information relating to Customer’s
priority access licenses (as applicable),
including identification numbers, boundary
information, protection area, CBSD cluster
lists, grouping information, and any leases of
such priority access licenses.

“*Registered CBSD*” means a CBSD that is
registered with Google and operated by Customer
via Spectrum Access System.

“*WInnForum*”
means the Wireless Innovation Forum or any
successor organization.

**AI and Machine Learning**

14. **AI
Building Blocks**. Customer will not
(either directly or intentionally via third
parties) use these Services to create, train, or
improve (directly or indirectly) a similar or
competing product or service to the specific
Service being used by Customer (and specifically
covered by this section). In addition to any
other available remedies, Google may immediately
suspend or terminate Customer's use of these
Services based on any suspected violation of
these terms, and violation of these terms is
deemed violation of Google's Intellectual
Property Rights. Customer will provide Google
with any assistance Google requests to
reasonably confirm compliance with these terms.
In addition to this section applying to the AI
Building Blocks, this section will also apply to
any functionality relating to AutoML-related or
Optimization AI that is accessible in Vertex AI.
These terms will survive termination or
expiration of the Agreement.

15.** AI
Platform Training and Prediction
(AITP).** Customer owns the model
weights that Customer trains in AITP and can
export such model weights in the supported
output of the AITP supported machine learning
library Customer used to train them (e.g.,
TensorFlow, XGBoost, scikit-learn, PyTorch).

16.**
Celebrity Recognition (via functionality of
Cloud Vision and Video Intelligence API).
**Customer will only use Celebrity
Recognition functionality (i) with
professionally filmed media content that
Customer owns or has adequate consent to use
with the functionality under applicable law and
(ii) on individuals whose primary profession
involves voluntarily being the subject of public
media attention (“Celebrities”). Customer will
not use this functionality for any
surveillance–based purpose or on individuals who
are not Celebrities.

17. **AutoML
Tables.** Customer can export a
frozen model graph and related features via the
formats supported by AutoML Tables. No license
to retrain or reverse engineer such model graph
is granted or implied to Customer.

18. **AutoML
Video Edge.** Customer can
download a frozen model graph and TFlite model
and any related Customer-provided video labels
via the formats supported by AutoML Video. No
license to retrain or reverse engineer such
model graph or the TFLite model is granted or
implied to Customer.

19. **AutoML
Vision Edge.** Customer can
download a frozen model graph and any related
Customer provided image labels via the formats
supported by AutoML Vision. No license to
retrain or reverse engineer such model graph is
granted or implied to Customer.

20.** Talent
Solution.** Customer will not
(either directly or intentionally via third
parties) use the Service to create, train, or
improve (directly or indirectly) a similar or
competing product or service without Google's
prior written permission. Customer agrees to
adhere to the service limits (e.g.,
"queries-per-second") as defined within the
Documentation.

21.
**Retail Search.******

a. Customer will
not (either directly or intentionally via third
parties) use Retail Search or any results
provided by Retail Search to create, train, or
improve (directly or indirectly) a similar or
competing product or service to Retail Search.
In addition to any other available remedies,
Google may immediately suspend or terminate
Customer's use of Retail Search based on any
suspected violation of these terms, and
violation of these terms is deemed violation of
Google's Intellectual Property Rights. Customer
will provide Google with any assistance Google
requests to reasonably confirm compliance with
these terms.

b. When Customer is
providing query results as part of a Customer
Application to other businesses to present to
their respective end users, Customer may not
cache such results.

c. If Customer
provides results for any query in a different
order than the ranked order returned by Retail
Search (“Alternative Ranking”), then Google will
not provide any support (including TSS) in
relation to this Alternative Ranking.

d. If Customer has
rights under the Agreement or any other
agreement to use Google Brand Features in
connection with Retail Search, then Customer
forfeits all such rights if Customer provides an
Alternative Ranking for any query.

22.** AI/ML
Data Location.** Customer may
configure the Services listed
at https://cloud.google.com/terms/data-residency
to store and perform machine learning processing
of Customer Data by the Service in a specific
Multi-Region, and Google will store the Customer
Data at rest and perform machine learning
processing of it by the Service only in that
Multi-Region. For clarity, Customer Data does
not include resource identifiers, attributes, or
other data labels. These Services do not limit
the locations from which Customer, Customer End
Users, or Customer-selected or Google managed
labeling resources may access Customer Data, or
to which they may move Customer Data.

23. **Cloud
Translation (v1, v2, or later) and Media
Translation API.**

a. *HTML Markup
and Attribution
Requirements**.*** Customer
will comply with the HTML Markup Requirements
found
at https://cloud.google.com/translate/markup and
the attribution requirements found
at https://cloud.google.com/translate/attribution.

b.
*Limitation*. Customer will not (either
directly or intentionally via third parties) (i)
use this Service to create, train, or improve
(directly or indirectly) a similar product or
service, including any other machine translation
engine, or (ii) use or retain translated text or
any other data from this Service for the purpose
of creating, training, or improving (directly or
indirectly) a translation system, product, or
service.

24.
**Visual Inspection AI**: Customer may
download from Visual Inspection AI containerized
Solution Artifacts (as described in the
Documentation) based on a model previously
trained by Customer within the Service. Customer
can use a Solution Artifact only for the maximum
duration (in months) and number of cameras
identified by Customer in the Admin Console when
downloading the Solution Artifact. No license to
retrain or reverse engineer the components of
the Solution Artifact is granted or implied to
Customer, and Customer is prohibited from using
the Solution Artifact beyond the duration and
number of cameras previously identified. If
requested, Customer will provide reasonable
assistance and access to information to verify
that Customer's use of the Service is in
compliance with this paragraph.

**Security and Identity **

25.** Assured
Workloads.** Assured Workloads enables
Customer to apply location and Google personnel
controls in an Assured Workloads environment via
the Admin Console to support Customer’s
compliance requirements. Google will provide TSS
for Assured Workloads in accordance with such
Customer-selected controls. It is Customer's
responsibility to determine whether
Customer-selected Admin Console controls are
adequate for Customer’s purposes. Google’s data
location commitments under General Service Terms
Section 1 (Data Location) apply to Assured
Workloads. In addition, Assured Workloads
provides Customers the ability to prevent Google
persons located outside the Customer-selected
Region from accessing Customer Data in an
Assured Workloads environment. The Service does
not limit the locations from which Customer or
Customer End Users may access Customer Data or
to which they may move Customer Data.

26.** Access
Approval.** Use of Access Approval
may increase support response times, and
Customer will be responsible for any disruption
or loss as a result of Customer denying or
delaying approval via Access Approval. The SLAs
do not apply to any Service disruption impacted
by Customer’s use of Access Approval.

27.** Cloud
Identity Services.** The following
terms apply only to the Cloud Identity Services
provided under this Agreement:

a. *Customer
Domain Name*. Customer is responsible for
obtaining and maintaining any rights necessary
for use of the Customer Domain Names in
connection with the Cloud Identity Services.

b.
*Administration of the Cloud Identity
Services*. Customer may specify through
the Cloud Identity Services one or more
Administrators who will have the rights to
access Admin Account(s) and to administer the
Cloud Identity Services. Customer is responsible
for all activities of the Administrators and in
connection with the Admin Account(s).

c. *Use of
Google Workspace Components*. Customer’s
use of the Google Workspace Components are
subject to any applicable provisions of the
then-current Google Workspace Service Specific
Terms at
https://workspace.google.com/intl/en/terms/service-terms/,
which provisions are incorporated by reference
into this Agreement.

d. *Additional
Products*. Google makes optional
Additional Products available to Customer and
Customer End Users through the Cloud Identity
Services. Customer’s use of Additional Products
is subject to the Additional Product Terms.

e. *Governing
agreement*. If Customer has agreements in
force governing its use of both of the Services
and Google Workspace Services, this Section 27
(Cloud Identity Services) does not apply.
Customer’s applicable agreement for Google
Workspace Services governs its use of the Cloud
Identity Services unless such agreement
terminates, then this Agreement (including this
Section 27 (Cloud Identity Services)) will
govern Customer’s continued use of the Cloud
Identity Services under the same Admin Account.

If Customer no
longer has an agreement in force governing its
use of the Services, then the then-current terms
at
https://cloud.google.com/terms/identity will
apply to Customer’s continued use of the Cloud
Identity Services under the same Admin Account.

f.
*Definitions*.

“*Additional
Products*” means products, services and
applications that are not part of the Services
but that may be accessible for use in
conjunction with the Services.

“*Additional
Product Terms*” means the then-current
terms at
https://workspace.google.com/intl/en/terms/additional_services.html.

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

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

“*Customer
Domain Names*” mean the domain names owned
or controlled by Customer, which will be used in
connection with the Cloud Identity Services and
specified in the applicable order form.

“*Google
Workspace Components*” has the meaning
given in the then-current services summary for
Cloud Identity Services at
https://cloud.google.com/terms/identity/user-features.

“*Google
Workspace Services*” means the
then-current services described at
https://workspace.google.com/terms/user_features.html

28.**
Security Command Center.**

*a. Service Configuration*. Customer
acknowledges and agrees that (i) Customer must
exclude individual resources by following the
instructions described in the Documentation if
Customer doesn’t want Security Command Center to
scan Customer’s entire Organization, and (ii)
Security Command Center will not detect all
misconfigurations, vulnerabilities and threats
in Customer’s Organization.

*b. Access Control*. Customer acknowledges
and agrees that the Security Command Center
Standard dashboard only supports granting roles
at the Organization level, while Security
Command Center Premium supports granting IAM
roles at the Organization, Folder, or Project
levels. Organization-level roles are not
suitable for all use cases, particularly for
sensitive applications or compliance standards
that require strict access controls. Customer
acknowledges and agrees that, to create
fine-grained access policies, Customer must
grant roles at the Folder or Project levels by
following the instructions described in the
Documentation.

*c. Active Scanners*. Customer acknowledges
and agrees that active scanners may adversely
affect the reliability of a Customer Application
and may not be suitable for use in a production
environment.

29.
**Firebase Authentication and Identity
Platform.**

a. *Phone
Authentication*. Google temporarily stores
phone numbers provided for authentication to
improve spam and abuse prevention across Google
services. Phone numbers are not logically
isolated for a given customer's end users.
Customer should obtain appropriate end-user
consent before using the Firebase Authentication
or Identity Platform phone number sign-in
service.

b. *Other
Authentication Services*. Use of Google
Sign-In for authentication is subject
to Google’s API Services: User Data Policy.
Google is not responsible for any third-party
sign-in service used with Firebase
Authentication or Identity Platform.

c. *reCAPTCHA
Notice Requirement*. Customer agrees to
explicitly inform Customer End Users of phone
authentication features that their use of
reCAPTCHA is subject to the
Google Privacy Policy and Terms of Use.
For users in the European Union, you and your
Application(s) must comply with
the EU User Consent Policy.
Customer acknowledges and understands that
reCAPTCHA works by collecting hardware and
software information, such as device and
application data, and sending this data to
Google for analysis. The information collected
in connection with Customer End Users' use of
reCAPTCHA will be used for improving reCAPTCHA
and for general security purposes. It will not
be used for personalized advertising by Google.

30. **Web
Security Scanner.** Customer
acknowledges that Web Security Scanner may
adversely affect the reliability of a Customer
Application and may not be suitable for use in a
production environment. Web Security Scanner
will not detect all vulnerabilities in a
Customer Application.

31.
**reCAPTCHA Enterprise.**

a.
*Information*. reCAPTCHA Enterprise works
by collecting hardware and software information,
such as device and application data, and sending
this data to Google for analysis. The
information collected in connection with
Customer's use of the reCAPTCHA Enterprise
Service will be used for providing, maintaining,
and improving reCAPTCHA Enterprise and for
general security purposes. It will not be used
for personalized advertising by Google.

b. *Privacy
Policy*. Customer will provide and adhere
to a privacy policy for its API client that
clearly and accurately describes to applicable
Customer End Users what user information
Customer collects and how Customer uses and
shares such information (including for
advertising) with Google and third parties.
Customer will be responsible for providing any
necessary notices or consents for the collection
and sharing of this data with Google. Customer
and its API client(s) will comply with
the EU User Consent Policy.

c. *Terms.*
Customer agrees to explicitly inform applicable
Customers End Users that Customer has
implemented reCAPTCHA Enterprise on its
properties and that Customer End Users' use of
reCAPTCHA Enterprise is subject to
the Privacy Policy and Terms of Use.
reCAPTCHA Enterprise may only be used to fight
spam and abuse on Customer's properties, and not
for any other purposes, such as determining
credit worthiness, employment eligibility,
financial status, or insurability of a user.

32. **Web
Risk.**

a.
*Attribution*. Customer may display a
warning about unsafe web resources for a
particular site based on verification against
Google’s list of unsafe sites, if Customer
provides attribution and conspicuous notice that
the reliability and accuracy of the protection
cannot be guaranteed using language similar to
the “Advisory Notice” subsection below.

b. *Data
Refresh*. Customer will not treat a URL
from Google’s list as an unsafe web resource,
such as by showing users a warning about the
site or blocking access to it, unless the
applicable Customer Application has received
from Google updated information (via the
applicable API method) before the expiration
time provided by the applicable API response or
within 30 minutes if no expiration time is
specified.

c. *Advisory
Notice*. Google works to provide the most
accurate and up-to-date information about unsafe
web resources, but cannot guarantee that its
information is comprehensive and error-free:
some risky sites may not be identified, and some
safe sites may be identified in error.

d. *Evaluate and
Submission APIs*. The Evaluate API gives
Customer client applications the option to
evaluate the maliciousness of URLs by receiving
a score instead of a binary result. The
Submission API provides Customer with the
ability to voluntarily send to Google URLs
Customer suspects are unsafe. Google uses URLs
and associated data submitted through the
Evaluate API or Submission API (“Submitted
URLs”) and corresponding scores to provide,
maintain, protect and improve Google's products
and services, including Google's list of unsafe
web resources. Google may also share Submitted
URLs with third parties, including other Google
customers and users. Submitted URLs are not
Customer Confidential Information or Customer
Data.

33.
**BeyondCorp Enterprise**

a. *Chrome
Browser Cloud
Management**.*** In order to
use BeyondCorp Enterprise Threat and Data
Protection Services:

 i. Customer
agrees to the online Chrome Browser Cloud
Management License Agreement (available
at https://cloud.google.com/terms/chrome-enterprise/chrome-browser-cloud-management)
(the “CBCM Agreement”); and

ii. Customer
acknowledges and agrees that Customer must
enable "Chrome Enterprise Connectors" in the
Chrome Browser Cloud Management section of the
Admin Console.

b. *Advisory
Notice*. Google works to provide the most
accurate and up-to-date information about unsafe
web pages and malware, but cannot guarantee that
its information is comprehensive and error-free.
Some potentially risky sites and files may not
be identified, and some safe sites and files may
be identified in error.

c.
*Threats*. BeyondCorp Enterprise’s Threat
and Data Protection Services (as described
at https://cloud.google.com/terms/services)
work by aggregating threat intelligence.
BeyondCorp Enterprise analyzes (i) URLs visited
by Customer’s End Users on supported browsers
and proxies, to identify unsafe web pages and
(ii) content of files uploaded and downloaded by
Customer’s End Users to and from supported
browsers and proxies, to identify malware (such
unsafe web pages or malware, “Threats”). When
BeyondCorp Enterprise checks for Threats, the
URL or a file hash and the result of the
analysis are temporarily stored in a Google
global cache for performance-related purposes.
Customer acknowledges and agrees that Customer
URLs and file hashes that BeyondCorp Enterprise
identifies as Threats are not Customer
Confidential Information or Customer Data and
Google may use such URLs and file hashes to
provide, maintain, protect and improve Google's
products and services, including Google's lists
of Threats.

d.
**BCE app connector. **Customer agrees to
install Software for BCE app connector in
Customer’s private data center or other
non-Google cloud environments in accordance with
the minimum specifications described in the
Documentation. Customer acknowledges and agrees
that it is Customer’s responsibility to maintain
its base virtual machine running this Software
with software updates and security patches in
accordance with Customer’s information and
security policies. Customer authorizes Google to
connect and maintain the Software in order to
provide connectivity for the applications
accessed by Customer via BCE app
connector.

e.
**BCE client connector.**  Customer
agrees to install Software for BCE client
connector on Customer’s endpoint devices.
Customer acknowledges and agrees that, by using
BCE client connector, its End Users’ traffic to
private applications on Google Cloud or other
non-Google cloud environments will be routed
securely via the path established by the
Service. Customer authorizes Google to connect
and maintain the Software in order to provide
connectivity for the applications accessed by
Customer via BCE client connector.

34.
**Certificate Manager.** Customer
authorizes Google Cloud to apply for and obtain
publicly trusted SSL/TLS certificates from
third-party or Google-managed certificate
authorities for domains operated and controlled
by Customer (“Customer Domains”) pursuant to the
CA/Browser Forum Baseline Requirements or any
applicable successor requirements
(“Requirements”). Customer represents and
warrants that it operates and controls the
Customer Domains and will revoke the
authorization from Google when Customer ceases
to operate and control a Customer Domain. Google
may revoke a certificate as required by the
Requirements or for failure to comply with the
AUP.

**Migration**

35.
**Transfer Appliance
Service.** In performing the
Transfer Appliance Service, Google will attempt
to provide Customer with the requested Transfer
Appliance model, subject to availability. Google
will provide technical support for the Transfer
Appliance Service only as described in the
Documentation. Google may use Subprocessors (as
defined in the Data Processing and Security
Terms) in providing the Transfer Appliance
Service. The Transfer Appliance Materials are at
all times owned by Google, with no transfer of
title to Customer.

In case of
cross-border shipments of Transfer Appliance
Materials, Customer may be responsible for
export clearance, Google may designate a carrier
to act as Customer's agent with the relevant
customs and tax authorities to import or export
the Transfer Appliance Materials, and Customer
will cooperate with Google and its carrier,
including providing export classification
information and acting as the importer or
exporter of record.

While Transfer
Appliance Materials are in its control, Customer
is responsible for any loss or damage and will
use appropriate security measures to protect
them. Customer will not permit any Transfer
Appliance Materials to leave the U.S. state or
non-U.S. country to which they were shipped
(except as directed in writing by Google or its
Subprocessors).

As part of the
Transfer Appliance Service, Google may
temporarily move the applicable Customer Data to
a staging bucket within a Google-owned project
accessible to Customer and shortly after delete
such Customer Data from the Transfer Appliance
Materials. Completion of Customer's
decompression and decryption of such Customer
Data (or failure to do so within a reasonable
number of days specified by Google) will
constitute an instruction to Google to delete
the applicable Customer Data from the staging
bucket. Customer is solely responsible, under
its own Project, for any virtual machine
instance and destination buckets in which
Customer desires to decompress and decrypt the
applicable Customer Data.

Proper functioning
of the Transfer Appliance Service is highly
dependent on Customer's computing environment.
Customer's sole remedy in connection with any
unsuccessful attempt to complete the Transfer
Appliance Service is for Google to use
reasonable efforts to re-perform the Transfer
Appliance Service.

“*Transfer
Appliance Materials*” means the materials
provided by Google or its Subprocessors in
connection with the Transfer Appliance Service,
including hardware and software.

36.
**Google Distributed Cloud Edge Appliance Service.**
The Service Specific Terms for Transfer
Appliance Service (directly above) are also
applicable to Google Distributed Cloud Edge
Appliance Service (with “Google Distributed
Cloud Edge Appliance” replacing “Transfer
Appliance” in each instance), except for the
paragraph that begins, “As part of the Transfer
Appliance Service…”, which does not apply to
Google Distributed Cloud Edge Appliance Service.

**Bare Metal**

37. **Bare
Metal Solution**

a. *Admin
Console*. The Admin Console will not be
available to Customer for management,
monitoring, or administration of Bare Metal
Solution.

b. *Data
Processing and Security Terms*. Bare Metal
Solution provides non-virtualized access to
underlying infrastructure resources and, by
design, has characteristics different from the
other Services offered under the Agreement.

 i.
*Amendments*. The Data Processing and
Security Terms are amended solely with respect
to Bare Metal Solution as stated in this
subsection b.

 A.
*Google's Third Party Auditor*. The
definition of "Google's Third Party Auditor" is
amended as follows: "Google's Third Party
Auditor means a qualified and independent third
party auditor appointed by Google or a Bare
Metal Solution Subprocessor, whose then-current
identity Google will disclose to Customer upon
request."

 B.
*Audited Services*. Bare Metal Solution
is not an Audited Service. With respect to Bare
Metal Solution, Google or its Subprocessor will:
(1) obtain (x) ISO 27001 certification and PCI
DSS Attestation of Compliance (the "Compliance
Certifications"); and (y) a SOC 1 Report and SOC
2 Report (the "SOC Reports") and update such
Compliance Certifications and SOC Reports at
least once every 12 months, and (2) provide the
Compliance Certifications and SOC Reports to
Customer in accordance with Section 7.5.3
(Additional Business Terms for Reviews and
Audits) of the Data Processing and Security
Terms. Google may add standards at any time.
Google may replace a Compliance Certification or
SOC Report with an equivalent or enhanced
alternative.

 ii.
*Subprocessors*. Customer specifically
authorizes Google to engage the entities listed
at the Bare Metal Solution Subprocessors Page as
of the Services Start Date ("Bare Metal Solution
Subprocessors") as Subprocessors for Bare Metal
Solution. Information about the Bare Metal
Solution Subprocessors, including their
functions and locations, is available at the
Bare Metal Solution Subprocessors Page (as may
be updated by Google from time to time in
accordance with the Data Processing and Security
Terms).

iii.
*Inapplicable Terms*. The following terms
in the Data Processing and Security Terms (or
similar successor terms) are excluded with
respect to Bare Metal Solution:

 A. From
Section 7.1.1 (Google's Security Measures): the
phrase "encrypt personal data";

 B. The
subsections from Appendix 2 Section 1(a), titled
"Server Operating Systems" and "Business
Continuity";

 C. The
subsections from Appendix 2 Section 1(b), titled
"External Attack Surface," "Intrusion
Detection," and "Encryption Technologies"; and

 D. From
Appendix 2 Section 3(a): the sentences "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."; or, if
the Agreement authorizes the resale or supply of
Google Cloud Platform under a Google Cloud
partner or reseller program, the sentences
"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."

 iv.
*Other Amendments*. Other than this
Section b, no terms in the Agreement that
expressly amend, modify, or supplement the Data
Processing and Security Terms (as then-currently
available
at https://cloud.google.com/terms/data-processing-terms or,
for partners,
at https://cloud.google.com/terms/data-processing-terms/partner)
will apply to Bare Metal Solution.

 v.
*Customer Obligations*. Without limiting
Google's express obligations related to Bare
Metal Solution, Customer will take reasonable
steps to protect and maintain the security of
Customer Data and any other content stored on or
processed through Bare Metal Solution.

c.
*Representation and Warranty*. Customer
represents and warrants that it has all
licenses, rights, consents, and permissions that
are required for Customer's and any End User's
use of any Operating Systems, software,
applications, and any other content that
Customer or any End User uploads to or uses in
connection with Bare Metal Solution.

d.
***Limitation of Liability*.
Notwithstanding anything to the contrary in
the Agreement (except subject to any unlimited
liabilities expressly stated in the
Agreement), to the maximum extent permitted by
law, each party’s total aggregate Liability
for damages arising out of or relating to Bare
Metal Solution is limited to the greater of
(a) the Fees Customer paid for Bare Metal
Solution during the 12 month period before the
event giving rise to liability and (b)
$25,000.******

e.
***Disclaimer*. Notwithstanding
anything to the contrary in the Agreement
(including the Data Processing and Security
Terms), Google and its subcontractors are not
responsible for any of the following in
relation to Bare Metal Solution: (i)
non-physical security, such as access
controls, encryption, firewalls, antivirus
protection, threat detection, and security
scanning; (ii) logging and monitoring; (iii)
non-hardware maintenance or support; (iv) data
backup, including any redundancy or
high-availability configuration; or (v)
business continuity and disaster recovery
policies or procedures. Customer is solely
responsible for securing (other than physical
security of Bare Metal Solution servers),
logging and monitoring, maintaining and
supporting, and backing up any Operating
Systems, Customer Data, software, and
applications Customer uses with, uploads to,
or hosts on Bare Metal Solution.**

f.
*Survival*. The following subsections of
these Bare Metal Solution Service Specific Terms
will survive expiration or termination of the
Agreement: d (Limitation of Liability); e
(Disclaimer); f (Survival); and i (Definitions).

g.
*Ordering*. Except for Bare Metal POCs
(as defined below), Customer must order Bare
Metal Solution via an order form mutually
executed by Customer and Google.

h. *Bare Metal
Solution Proof of Concepts*. The following
additional terms apply to Bare Metal Solution
proof of concepts and trials ("Bare Metal
Solution POCs"):

 i. Bare
Metal Solution POCs are deemed "Pre-GA
Offerings" and are subject to the Pre-GA
Offerings Terms in the General Services Terms of
these Service Specific Terms.

ii. Customer may
not use Bare Metal Solution POCs in connection
with any production workloads.

i.
*Definitions*.

“*Bare Metal
Solution Subprocessors **Page*”
means the URL located
at: https://cloud.google.com/bare-metal/subprocessors.

“*Operating
Systems*” means any operating systems
that: (i) Customer uploads to, hosts on, or uses
in connection with Bare Metal Solution; or (ii)
Customer instructs Google to pre-load onto Bare
Metal Solution servers.

“*Services
Start Date*” means the start date stated
in the order form, or if no date is specified,
the date Google first makes Bare Metal Solution
available to Customer.** **

38.** Transcoder API. **Customer represents
and warrants that it has all licenses, rights,
consents, and permissions that are required to
transcode, decode, and encode its content in the
applicable format in connection with Transcoder
API.

39.
**Healthcare Data Engine (HDE).**

*a. Solution Requirements*. Customer will
comply with the solution requirements as
outlined in the Documentation.

*b. Compliance*. HDE may transmit to Google
metering information from aggregated Customer
Data for billing and compliance verification
purposes. Customer will not disable or interfere
with the transmission of such information,
including through modifications to the solution
configurations, as specified in the
Documentation.

*c. Deletion*.
If the Agreement or Customer’s subscription to
HDE terminates or expires, then Customer will
stop using HDE and delete all HDE deployment
code, HDE starter maps, and HDE docker images
from Customer’s Account. Customer may retain
mapping and reconciliation configurations
created by the Customer.

40.** ****Google Distributed Cloud Edge**

a.
*Equipment*. Google will make the hardware
equipment identified in the Google Distributed
Cloud Edge (“**GDCE**”) Order Form
available to Customer
(“**Equipment**”) to be hosted in
facilities owned, operated by or licensed to the
Customer identified in the Order Form (the
“**Customer Location**”). Customer will be
liable for any loss of or damage to the
Equipment while in Customer’s possession.

b.
*Installation Support*. Google will be
responsible for installation of the Equipment at
the Customer Location. Google may provide
additional installation support on-site or via
remote assistance. Each party will provide
qualified personnel on-site at the Customer
Location as required to assist throughout the
Equipment installation process. Customer may not
use, install or otherwise access the Equipment
prior to installation.

c. *Maintenance and Repairs*. Google
will be responsible for any maintenance or
repairs to the Equipment. Customer agrees to
provide a named Customer representative on-site
during repairs and reasonably cooperate with
Google upon request on any maintenance or
troubleshooting activities related to the
Equipment. Google may repair or replace
defective Equipment at its sole discretion.
Google engineers have SSH access to the
Equipment in order to remotely monitor and
maintain the GDCE Services.

d.
*Onsite Requirements*.

i. In the event
Google needs to access the Customer Location,
Customer will: (a) provide Google authorized
personnel with prompt and reasonable access to
the extent necessary to perform installation,
maintenance, or any other activities requiring
Google authorized personnel to access the
Customer Location; and (b) follow any written
instructions provided by Google during the
Equipment installation process.

ii. Google
authorized personnel will comply with Customer’s
reasonable onsite policies and procedures
communicated in writing by Customer prior to the
commencement of the Equipment installation
process; and (b) provide written instructions to
Customer during the installation process
detailing any installation procedures and
activities for Customer to perform.

iii. These terms
supersede and replace any terms, conditions, or
agreements (“**Onsite Terms**”) that Google
authorized personnel may be required to accept,
sign, or consent to as part of Customer’s
standard onsite access procedures and none of
those Onsite Terms will apply to Google or
Google personnel. Google personnel may include
third party subcontractors.

e.
*Technical Support Services*. Google will
provide remote technical support services to
Customer, which may include (as determined by
Google) software updates made available to the
Equipment.

f.
*Customer Location Assessment*. Customer is
solely responsible for ensuring that the
Customer Location is suitable in all respects to
support the installation and maintenance of the
Equipment in accordance with the GDCE
Installation Requirements.

*g. Additional Equipment Use Terms*.
Customer’s use of the Equipment is subject to
the following additional terms:

i. *Prohibitions*. Customer may not:
(1) sublicense, loan, sell, rent, or lease the
Equipment or any portion thereof; (2) intercept,
capture, or modify the contents of any data,
other than Customer Data, transmitted between
the Equipment and the Google Cloud network; (3)
pledge or grant a security interest in the
Equipment, or dismantle, export, move, or
otherwise re-locate Equipment other than as
expressly approved by Google in writing, or (4)
photograph, video record, capture screenshots,
or create an image of the Equipment, in whole or
in part, in any format. Customer will not have
the capability or right to modify, replace, or
interfere with any software installed on the
Equipment.

ii. *Equipment Ownership*. All
ownership rights and title in and to the
Equipment remain with Google, or its licensors.
Customer acknowledges that as between Customer
and Google, Customer has no ownership rights in
the Equipment or any part of the Equipment and
notwithstanding any other term of the Agreement,
Google retains exclusive ownership and control
of the Equipment.

h.
*Amendments to the Agreement*. GDCE
Services are not deployed at a Google data
center and, by design, have characteristics
different from the other services offered under
the Agreement. As a result, the following terms
apply:

i.
*Inapplicable Provisions*. Any Google
commitments in the Agreement (including the Data
Processing and Security Terms (“**DPST**”))
or associated security documentation (including
whitepapers) that depend on Google’s operation
of a Google data center do not apply to GDCE
Services.

ii. *Other Amendments*. Other than
this subsection (h), no terms in the Agreement
that expressly amend, modify, or supplement the
DPST (as then-currently available at
https://cloud.google.com/terms/data-processing-terms
or, for partners, at
https://cloud.google.com/terms/data-processing-terms/partner)
will apply to GDCE Services.

iii. *Audits*.
GDCE Services are not Audited Services under the
DPST, and are not covered by the Security
Documentation or subject to the “Reviews and
Audits of Compliance” Section of the DPST.

iv. *DPST*
*Amendments*. The DPST is amended as
follows, solely with respect to GDCE Services:

A. References to
“Google’s systems” in Sections 6.1 and 7.1.1
will be replaced with “the Equipment”.

B. Section 6.2 is
deleted in its entirety and replaced with the
following:

“6.2
*Return or Deletion at the end of the Term*.
Customer instructs Google to delete all
remaining Customer Data (including existing
copies) from the Equipment at the end of the
Term in accordance with applicable law. If
Customer wishes to retain any Customer Data
after the end of the Term, it may export or make
copies of such data prior to the end of the
Term. Google will comply with the Instruction in
this Section 6.2 as soon as reasonably
practicable and within a maximum period of 180
days, unless European Law requires storage.”

C. The following
line is added to the end of Section 10.1 (Data
Storage and Processing Facilities): “or where
the Customer Location is located.”

v.
*Security Measures*. Except as specified in
Section 2 (Personnel Security) and Section 3
(Subprocessor Security) of the following
Appendix 3, solely with respect to GDCE Services
(A) the following Appendix 3 replaces in its
entirety the Appendix 2: Security Measures of
the Data Processing and Security Terms, and (B)
any references in the Agreement to “Security
Measures” will refer to Appendix 3 below.

**Appendix 3: Google Distributed Cloud Edge Security Measures**

As from the Terms
Effective Date, solely with respect to GDCE
Services, Google will implement and maintain the
Security Measures described in this Appendix 3.

**1. Local Machines and Network Security**

**Local Machines. **Customer Data is solely
stored on the Equipment to be deployed in a
Customer Location.

**Server
Operating Systems.** Google servers use
a Linux based implementation customized for the
application environment. Google employs a code
review process to increase the security of the
code used to provide the GDCE Services and
enhance the security products in GDCE production
environments.

**Encryption
Technologies.** Google makes HTTPS
encryption (also referred to as SSL or TLS
connection) available and allows for encryption
of data in transit. 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. Google also makes encryption of
data at rest available, using at least AES128 or
similar.  GDCE Services have a CMEK
integration; more information can be found here:
https://cloud.google.com/kms/docs/cmek.

**Connection
to Cloud VPN**. Google allows Customer
to enable and configure a strong, encrypted
interconnection between the Equipment and
Customer's Virtual Private Cloud using Cloud VPN
through an IPSEC VPN connection.

**Bound
Storage.** Customer's data storage is
bound to the server. Should a disk be stolen or
copied at rest, the contents of such disk will
be unrecoverable outside of the server.

**2.** **Personnel Security**

Section 4 of
Appendix 2 (Security Measures) continues to
apply.

**3.** **Subprocessor Security**

Section 5 of
Appendix 2 (Security Measures) continues to
apply.

****i.
*Customer Obligations*. Without limiting
Google's express obligations related to GDCE
Services, Customer will take reasonable steps to
protect and maintain the security of Customer
Data and any other content stored on or
processed through GDCE Services.

j. *Cooperation*. Customer will
provide reasonable and timely cooperation in
connection with Google’s provision of the GDCE
Services (including compliance with the GDCE
Installation Requirements). Google will not be
liable for a delay caused by Customer’s failure
to provide Google with information, consents, or
access to Customer facilities, networks, or
systems required for Google to provide the GDCE
Services.

**k. *****Disclaimer*****. Google and its subcontractors are not responsible for any of the following in relation to GDCE Services: (i) data backup, including any redundancy or high-availability configuration; or (ii) business continuity and disaster recovery policies or procedures.**

l. *Return of Equipment*. Upon
termination or expiration of the Term, Customer
will: (i) immediately stop using the Equipment;
and (ii) cooperate with Google (or Google’s
designated subcontractor) in any necessary
wind-down activities, including making a named
Customer representative available at Customer
Location and, if applicable, making the
Equipment available in its original condition
(reasonable wear and tear excepted) for Google’s
designated courier to collect within thirty (30)
days of the effective date of termination or
expiration (“**Return Date**”). If Customer
fails to abide by the preceding sentence, Google
will have the right to: (A) charge Customer and
Customer will pay the fair market value of the
Equipment; or (B) recover and take possession of
such Equipment, and for this purpose may, upon
at least 30 days’ written notice, enter the
Customer Location during normal working hours to
remove the Equipment.

m. *Survival*.
The following subsections of these GDCE Service
Specific Terms will survive expiration or
termination of the Agreement: (k) Disclaimer;
(l) Return of Equipment, (m) Survival; and (p)
Definitions.

n. *Ordering*. Except for GDCE proofs
of concept and trials, Customer must order GDCE
Services via an order form mutually executed by
Customer and Google.

o. *GDCE Proof of Concepts*. GDCE
proof of concepts and trials are "Pre-GA
Offerings" subject to the Pre-GA Offerings Terms
in the General Services Terms of these Service
Specific Terms and may not be used in connection
with production workloads.

p.
*Definitions.*

**“*GDCE Services*” means the Services
described under the “Google Distributed Cloud
Edge” section at
https://cloud.google.com/terms/services.

“*GDCE Installation Requirements*” means
the terms set forth at:
https://cloud.google.com/distributed-cloud-edge/docs/requirements.

“*Google*” as
used in this section also includes Google
Affiliates.

41.
**Sovereign Controls by Sovereign Partner****s.**

a.** ***Applicability of Solution.*
This section applies only to customers who have
entered into a contract for the receipt of a
Sovereign Controls by Sovereign Partners
solution (a “**Solution**”) with Google
and/or a Partner or Reseller (as applicable)
(each such customer, a
“**Sovereign Customer**”). In order to use a
Solution as a Sovereign Customer, Customer must
obtain certain services from third party
partners (“**Sovereign Partners**”) as
described in subsection (b) and have a valid
contract with the applicable Sovereign Partner
relating to the provision of those services.

b.
*Customer Responsibilities. *Customer
acknowledges and agrees that (1) the sovereign
controls provided by the Solution only apply to
those Services listed at
https://cloud.google.com/terms/in-scope-sovereign-cloud,
as such URL may be updated from time to time
(“**In-scope Google Services**”), and (2) the
Solution requires Customer’s use of an external
key management system that is not maintained by
Google (and which may be provided by the
Sovereign Partner under terms agreed between
Customer and Sovereign Partner) (such system,
the “**EKM**”). Customer is responsible for
receiving the Sovereign Partner services from
the Sovereign Partner.

c. *Applicability of Terms to In-scope Google Services. *Except
as expressly specified otherwise in this
section, the relevant parts of these Service
Specific Terms that apply to each of the
In-scope Google Services will also apply to
those Services.

d.
*Partner Access*. Customer authorizes
Google to share, with the relevant Sovereign
Partner, Customer contact information, metadata,
log data, and configuration data from the
Services used in the Customer environment
applicable to the Solution. Google is not
responsible for a Sovereign Partner’s handling
of such data.

e.
*Key Access Justifications*. Customer
acknowledges and agrees that Google will
transmit an accurate justification to the EKM
for each request to obtain key access to decrypt
Customer Data for supported, generally-available
Services, pursuant to terms agreed between the
third party EKM provider and Google (if
applicable). Once an EKM provider receives a
justification, they are responsible for
determining whether to grant Google the
requested key access, in accordance with the
applicable terms between Customer and the EKM
provider. Google is not responsible if the
operation or functionality of the Services is
impacted because Google cannot obtain a key
access needed for such operation or
functionality.

f.
*Security Controls. *Google will implement
controls restricting the locations where
Customer may configure the In-scope Google
Services in accordance with General Service
Terms Section 1 (Data Location). Customer may
use the Solution to prevent Google Premium or
Enhanced Support personnel located outside a
selected jurisdiction or region from accessing
Customer Data in the Customer environment
applicable to the Solution.

42.** CCAI Platform**

a.
**No Access to Emergency Services. **

CCAI Platform is
not a replacement for one- or two-way telephone
service or a multi-line telephone system, and
does not function as such. CCAI Platform is not
capable of placing or receiving emergency
services calls, or sending or receiving
emergency services texts. Customer is
responsible for informing End Users that
emergency services calls and texts are not
supported and ensuring that End Users have
access to an alternative means of contacting
emergency services.

(i) Disclaimer of
Emergency Services Liability. To the fullest
extent permitted by law, neither Google nor any
of its Affiliates will have any liability under
the Agreement (whether in contract, tort
(including negligence) or otherwise) for damages
of any type (including direct and indirect
damages) arising under or in connection with the
use or attempted use of CCAI Platform to access
emergency services, including but not limited to
any inability to access such services, any
delays in emergency service response or response
from End Users, conduct of emergency services
response centers or operators or End Users, or
inaccuracy of information provided to emergency
services by End Users, Telephony Providers or
other third parties engaged by Google or its
Affiliates to facilitate the provision of
emergency services access.

Definitions:

i. “End User”
means, in addition to what is included in the
definition in the Agreement, potential users of
CCAI Platform who may provide services, such as
customer support, using CCAI Platform.

ii. “Telephony
Providers” means non-Google third party entities
that provide telephony functionality, including
calling and SMS capabilities.

b.** Additional Restrictions.** In addition
to any restrictions on use applicable to
Services in the Agreement and the Documentation,
Customer will not, and will not allow End Users
to, use CCAI Platform in a manner that would (i)
violate any applicable laws, regulations or
governmental orders, or binding industry
standards or guidance having the force of law,
in any applicable jurisdiction, including those:
(A) requiring consent to be obtained prior to
transmitting, recording, collecting, or
monitoring data or communications; (B) requiring
compliance with opt-out requests for any data or
communications; or (C) restricting spamming or
other unsolicited or harassing marketing
activities; (ii) intentionally originate any
content or communications (commercial or
otherwise) that is illegal, harmful, confirmed
to be criminal misinformation or otherwise poses
a threat to public safety; or (iii) violate the
integrity of CCAI Platform by: (A) attempting to
bypass, exploit, defeat or disable limitations
or restrictions placed on CCAI Platform; or (B)
intentionally initiating or enabling any denial
of service (DoS) attack or any other conduct
that attempts to disrupt, disable or overload
CCAI Platform.  Customer will not (either
directly or intentionally via third parties) use
CCAI Platform to create, train or improve
similar or competing products or services
without Google’s prior written permission.

**Additional Definitions**

“*Cloud Locations Page*” means
https://cloud.google.com/about/locations.

“*Documentation*” means the then-current
Google documentation made able by Google to its
customers for use with the Services at
https://cloud.google.com/docs/.

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

“*Organization*” and “*Folder*” have
the meanings described at
https://cloud.google.com/resource-manager/docs/cloud-platform-resource-hierarchy.

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

Third-Party Terms

1. **Disclaimer**. Google’s
suppliers will have no liability arising out of
or relating to the Agreement.

2. **Red Hat Enterprise Linux**.

Customer’s use of
the Red Hat Enterprise Linux product, provided
by Google in conjunction with Compute Engine, is
subject to the terms and conditions stated
at https://www.redhat.com/licenses/cloud_cssa/.

3. **Microsoft Products**.

Customer’s use of
the Microsoft products, which may include
associated media, printed materials, and
“online” or electronic documentation
(individually and collectively, “Microsoft
Products”), provided by Google in conjunction
with any applicable Service(s) is subject to the
terms and conditions stated at
https://cloud.google.com/terms/service-terms/microsoft.

4. **NVIDIA Drivers**.

The NVIDIA software
components used in conjunction with the Services
are subject to the terms and conditions stated
at
https://cloud.google.com/terms/service-terms/nvidia.
In addition, the following NVIDIA software
components may be used solely with the Services
for compute and offline graphics purposes: GRID,
Tesla Driver, Cuda Toolkit, cuDNN, TensorRT,
NVENC, NVCUVID, NVML, and nvidia-aml.

Pricing and Billing Terms

1. **Committed Units.**

a. *Selection
and Commitment*. Customer may have an
option to request Committed Units via the
Services (for example, in the Admin Console or
through a Google API) or in an Order Form. If
Google accepts the request, then notwithstanding
the payment terms in the Agreement, Customer
will pay the Fees for those Committed Units
during the Committed Unit Term selected by
Customer, whether or not they are used, as
stated at the Fees URL for the applicable SKU.

b.
*Renewal*. Unless otherwise stated in the
Admin Console or other documentation, at the end
of each Committed Unit Term, the Committed Unit
selection will automatically renew for the same
Committed Unit Term at the same quantity
throughout the Term until Customer selects in
the Admin Console to stop renewing or either
party notifies the other party in writing to
cancel the renewal.

c. *Cancellation
and Expiration*. Committed Unit purchases
may not be cancelled or refunded after they are
placed, but if Google serves notice to non-renew
the Agreement, terminates the Agreement (other
than for Customer's material breach), or
discontinues providing the Services applicable
to the Committed Units, Google will refund
Customer any unused prepaid Fees following the
expiration or termination of the Agreement, or
discontinuance of the relevant Services, as
applicable. Any use of the Services after
cancellation or expiration of the Committed
Units will be billed at standard Fee rates.

d. *No Resell or
Transfer*. Unless Google agrees otherwise,
Customer may not resell or transfer Committed
Units.

2. **Subscription Offerings.**

a. *Subscription
SKUs*. Certain SKUs may be offered on a
subscription basis (each, a “Subscription
Offering”). Each Subscription Offering may be a
single Service or Software item, or a package of
two or more Services or Software items. The
details of each Subscription Offering
(“Subscription Details”) will be stated (i) at
the Fees URL or elsewhere in the Services, the
Admin Console, or Documentation, or (ii) in an
Order Form or other written agreement between
Google and Customer. The Subscription Details
will include the duration of the subscription
(“Subscription Term”), the amount of permitted
usage of the applicable Subscription Offering
during the Subscription Term (e.g., usage per
month) (“Subscription Usage”), minimum
Subscription Usage (if applicable), and the
applicable pricing. If the Subscription Offering
is a package of two or more Services or Software
items, the Subscription Details may also list
the different components packaged into the
Subscription Offering. Customer may request to
purchase a Subscription Offering via the
Services (for example, in the Admin Console or
through a Google API) or in an Order Form or
other written agreement between Google and
Customer, as applicable. If Google accepts
Customer's request to purchase a Subscription
Offering, then notwithstanding the invoicing and
payment terms in the Agreement, Google will
invoice or charge Customer for the Subscription
Offering, and Customer will pay Google, during
the Subscription Term (including during any
renewal Subscription Term) as specified in the
Subscription Details. Further, unless otherwise
specified in the applicable Subscription
Details, Google reserves the right to issue
additional invoices or charges to Customer in
arrears if Customer's usage of a Subscription
Offering exceeds the Subscription Usage, with
the pricing listed at the Fees URL applying to
that excess usage, unless otherwise agreed by
the parties.

b. *Renewal*. Unless (i) otherwise
specified in the Subscription Details, or (ii)
either party provides the other party with
notice of non-renewal at least 30 days before
the end of the then-current Subscription Term,
at the end of each Subscription Term, Customer's
access to the Subscription Offering will
automatically renew, with the renewal
Subscription Term duration and Subscription
Usage as described in the Subscription Details.

c.
*Cancellation*. Unless otherwise
specified in the Subscription Details, Customer
may not terminate a Subscription Offering before
the end of the Subscription Term. If a
particular Subscription Offering is indicated as
terminable in the Subscription Details, then
Customer may terminate the Subscription Offering
before the expiration of the Subscription Term,
and Google may charge a termination fee
(“Termination Fee”), as specified in the
Subscription Details. Further, Customer may be
required to give extended notice before
termination of any Subscription Offering, as
specified in the Subscription Details.
Notwithstanding any term to the contrary in the
Agreement, (i) if Customer has entered into a
Google Cloud Platform Order Form under the
Agreement for the purchase of Services on an
on-demand basis, then the Subscription Term will
also terminate immediately upon termination of
such Google Cloud Platform Order Form (and
Customer will be charged the Termination Fee, if
applicable), and (ii) upon termination of the
Subscription Term, Customer may continue to use
Google Cloud Platform, and pricing for the
Service(s) or Software that are part of the
Subscription Offering will be as stated at the
Fees URL or as otherwise agreed by the parties
(if available on a non-subscription basis).

3. **Additional Definitions.**

“*Committed Units*” means (i) a
specified quantity of the Services (e.g., App
Engine virtual machine instance hours, Compute
Engine virtual machine instances or cores,
BigQuery slots, etc.) designated by Customer,
which may include a specified machine type,
region, zone, query capacity, and period of time
to use; or (ii) a specified amount of credits to
be purchased for expenditure on one or more
specified Services during a specified time
period.

“*Committed Unit Term*” means the period
of time within the Term during which Customer is
obligated to pay for the Committed Units.

“*Documentation*” means the then-current
Google documentation made available by Google to
its customers for use with the Services
at https://cloud.google.com/docs.

“*Fees URL*”
means https://cloud.google.com/skus.

*“Order Form” *means an order form
executed by Customer and Google or an order
placed by Customer via a Google website, in
either case specifying the Services Google will
provide to Customer.

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