February 6, 2023

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# SecOps Services Data
Processing and Security Terms (Customers)

Last modified: February 06, 2023

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

Covered services: Chronicle SIEM, Chronicle SOAR,
Mandiant Solutions

These Data Processing and Security Terms, including
their appendices (the “*Terms*”) are incorporated
into the agreement under which Google has agreed to
provide the Services and related technical support to
Customer (the “Agreement”).

1. Commencement

These Terms will be effective and replace any previously
applicable data processing and security terms from the
Terms Effective Date (as defined below).

2. Definitions

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

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

   - *Adequate Country* means:

(a) for data processed
subject to the EU GDPR: the EEA, or a country or territory
recognized as ensuring adequate protection under the EU
GDPR;

(b) for data processed
subject to the UK GDPR: the UK, or a country or territory
recognized as ensuring adequate protection under the UK
GDPR and the Data Protection Act 2018; and/or

(c) for data processed
subject to the Swiss FDPA: Switzerland, or a country or
territory that is: (i) included in the list of the states
whose legislation ensures adequate protection as published
by the Swiss Federal Data Protection and Information
Commissioner, or (ii) recognized as ensuring adequate
protection by the Swiss Federal Council under the Swiss
FDPA;

in each case, other than on
the basis of an optional data protection framework.

   - *Alternative Transfer Solution* means a solution,
other than SCCs, that enables the lawful transfer of
personal data to a third country in accordance with
European Data Protection Law, for example a data
protection framework recognized as ensuring that
participating entities provide adequate protection.

   - *Audited Services* means the then-current
Services indicated as being in-scope for the relevant
certification or report at

https://cloud.google.com/security/compliance/secops/services-in-scope.
Google may not remove a Service from this URL unless
that Service has been discontinued in accordance with
the Agreement.

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

   - *Customer End Users* has the meaning given in the
Agreement or, if no such meaning is given, has the
meaning given to “End User(s)” in the Agreement.

   - *Customer-Engaged Provider* means a service
provider (which may include a processor or subprocessor)
directly engaged by Customer under a separate agreement
between Customer and such provider, and not these Terms.

   - *Customer Personal Data* means the personal data
contained within the Customer Data, including any
special categories of personal data defined under
European Data Protection Law.

   - *Customer SCCs* means the SCCs
(Controller-to-Processor), the SCCs
(Processor-to-Processor), and/or the SCCs (EU
Processor-to-Controller), as applicable.

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

   - *EEA* means the European Economic Area.

   - *EMEA* means Europe, the Middle East and Africa.

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

   - *European Data Protection Law* means, as
applicable: (a) the GDPR; and/or (b) the Swiss FDPA.

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

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

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

   - *Instructions* has the meaning given in Section
5.2.1 (Compliance with Customer’s Instructions).

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

   - *Notification Email Address* means the email
address(es) designated by Customer in the Order Form to
receive certain notifications from Google. Customer is
responsible for notifying Google of any changes to
ensure that its Notification Email Address remains
current and valid.

   - *SCCs* means the Customer SCCs and/or SCCs
(Processor-to-Processor, Google Exporter), as
applicable.

   - *SCCs (Controller-to-Processor)* means the terms
at:

https://cloud.google.com/terms/secops/sccs/eu-c2p.

   - *SCCs (Processor-to-Controller)* means the terms
at:

https://cloud.google.com/terms/secops/sccs/eu-p2c.

   - *SCCs (Processor-to-Processor)* means the terms
at:

https://cloud.google.com/terms/secops/sccs/eu-p2p.

   - *SCCs (Processor-to-Processor, Google Exporter)*
means the terms at:

https://cloud.google.com/terms/secops/sccs/eu-p2p-google-exporter.

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

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

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

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

   - *Swiss FDPA* means the Federal Data Protection
Act of 19 June 1992 (Switzerland).

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

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

   - *UK GDPR* means the EU GDPR as amended and
incorporated into UK law under the UK European Union
(Withdrawal) Act 2018, and applicable secondary
legislation made under that Act.

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

3. Duration

Regardless of whether the Agreement has terminated or
expired, these Terms will remain in effect until, and
automatically expire when, Google deletes all Customer
Data as described in these Terms.

4. Scope of Data Protection Law

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

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

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

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

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

5. Processing of Data

5.1
*Roles and Regulatory Compliance; Authorization*.

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

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

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

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

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

5.1.2 *Processor Customers*. If European Data
Protection Law applies to the processing of Customer
Personal Data and Customer is a processor:

a. Customer warrants on an
ongoing basis that the relevant controller has authorized:
(i) the Instructions, (ii) Customer’s appointment of
Google as another processor, and (iii) Google’s engagement
of Subprocessors as described in Section 11
(Subprocessors);

b. Customer will immediately
forward to the relevant controller any notice provided by
Google under Sections 5.2.2 (Instruction Notifications),
7.2.1 (Incident Notification), 9.2.1 (Responsibility for
Requests), 11.4 (Opportunity to Object to Subprocessor
Changes) or that refers to any SCCs; and

c. Customer may:

i. request access for the
relevant controller to the Compliance Certification(s) in
accordance with Section 7.5.3(a); and

ii. make available to the
relevant controller any other information made available
by Google under Sections 10.4 (Supplementary Measures and
Information), 10.6 (Data Center Information) and 11.2
(Information about Subprocessors)

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

5.2 *Scope of Processing*.

5.2.1
*Compliance with **Customer’s Instructions*.
Customer instructs Google to process Customer Data in
accordance with the applicable Agreement (including these
Terms) and applicable law only: (a) to provide, secure,
and monitor the Services and TSS; and (b) as further
specified via (i) Customer’s use of the Services and TSS,
and (ii) any other written instructions given by Customer
and acknowledged by Google as constituting instructions
under these Terms (collectively, the
“Instructions”). Google will comply with the
Instructions unless prohibited by European Law.

5.2.2 *Instruction Notifications*. Without prejudice
to Google’s obligations under Section 5.2.1 (Compliance
with Customer’s Instructions) or any other rights or
obligations of either party under the applicable
Agreement, Google will immediately notify Customer if, in
Google’s opinion: (a) European Law prohibits Google from
complying with an Instruction; (b) an Instruction does not
comply with European Data Protection Law; or (c) Google is
otherwise unable to comply with an Instruction, in each
case unless such notice is prohibited by European Law.

6. Data Deletion

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

6.2
*Return or Deletion on Termination at the end of the Term; Data Export*.
On expiry of the Term, Customer instructs Google to delete
all remaining Customer Data (including existing copies)
from Google’s systems at the end of the Term in accordance
with applicable law. After a recovery period of up to 30
days from that date, Google will  comply with this
Instruction as soon as reasonably practicable and within a
maximum period of 180 days, unless European Law requires
storage. Customer is responsible for notifying Google
before the Term expires of any Customer Data that Customer
wishes to export and, if Customer does so, Google will
assist Customer in exporting such Customer Data.

7. Data Security

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

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

7.1.2 *Access and Compliance*. Google will: (a)
authorize its employees, contractors and Subprocessors to
access Customer Data only as strictly necessary to comply
with Instructions; (b) take appropriate steps to ensure
compliance with the Security Measures by its employees,
contractors and Subprocessors to the extent applicable to
their scope of performance, and (c) ensure that all
persons authorized to process Customer Data are under an
obligation of confidentiality.

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

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

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

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

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

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

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

7.2 *Data Incidents*.

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

7.2.2 *Details of Data Incident*. Google’s
notification of a Data Incident will describe: the nature
of the Data Incident including the Customer resources
impacted; the measures Google has taken or plans to take,
to address the Data Incident and mitigate its potential
risk; the measures, if any, Google recommends that
Customer take to address the Data Incident; and details of
a contact point where more information can be obtained. If
it is not possible to provide all such information at the
same time, Google’s initial notification will contain the
information then available and further information will be
provided without undue delay as it becomes available.

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

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

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

7.3
*Customer’s Security Responsibilities and Assessment*.

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

a. using the Services and
Additional Security Controls (if any) to ensure a level of
security appropriate to the risk to the Customer Data;

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

c. backing up its Customer
Data as appropriate.

7.3.2 *Customer’s Security Assessment*. Customer
agrees that the Services, Security Measures implemented
and maintained by Google, Additional Security Controls (if
any) and Google’s commitments under this Section 7 (Data
Security) provide a level of security appropriate to the
risk to Customer Data (taking into account the state of
the art, the costs of implementation and the nature,
scope, context and purposes of the processing of Customer
Personal Data as well as the risks to individuals).

7.4 *Compliance Certification*. Google maintains the
following for the Audited Services in order to evaluate
the continued effectiveness of the Security Measures:

https://cloud.google.com/security/compliance/secops/services-in-scope
(the “Compliance Certification(s)”). Google may at any
time (a) add standards, certificates or reports or (b)
replace a Compliance Certification with an equivalent or
enhanced alternative.

7.5 *Reviews and Audits of Compliance*.

7.5.1 *Reviews of Security Documentation*. Google
will make the Compliance Certification(s) available for
review by Customer to demonstrate compliance by Google
with its obligations under these Terms.

7.5.2 *Customer’s Audit Rights*.

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

b. If Customer SCCs apply as
described in Section 10.2 (Restricted European Transfers),
Google will allow Customer (or an independent auditor
appointed by Customer) to conduct audits as described in
those SCCs and, during an audit, make available all
information required by those SCCs, both in accordance
with Section 7.5.3 (Additional Business Terms for Reviews
and Audits).

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

7.5.3
*Additional Business Terms for Reviews and Audits*.

a. Customer must send any
requests for reviews of the Compliance Certification(s)
under Section 5.1.2(c)(i) or 7.5.1, or audits under
Section 7.5.2(a) or 7.5.2(b), to Google’s Cloud Data
Protection Team as described in Section 12 (Cloud Data
Protection Team; Processing Records).

b. Following receipt by
Google of a request under Section 7.5.3(a), Google and
Customer will discuss and agree in advance on: (i) the
reasonable date(s) of and security and confidentiality
controls applicable to any review of the Compliance
Certification(s) under Section 5.1.2(c)(i) or 7.5.1; and
(ii) the reasonable start date, scope and duration of and
security and confidentiality controls applicable to any
audit under Section 7.5.2(a) or 7.5.2(b).

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

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

8. Impact Assessments and Consultations

Google will (taking into account the nature of the
processing and the information available to Google) assist
Customer in ensuring compliance with its (or, where
Customer is a processor, the relevant controller’s)
obligations under Articles 35 and 36 of the GDPR, by:

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

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

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

9. Access etc.; Data Subject Rights

9.1 *Access; Rectification; Restricted Processing*.
During the Term, Google will enable Customer, in a manner
consistent with the functionality of the Services, to
access, rectify and restrict processing of Customer Data,
including as described in Section 6.1 (Deletion by
Customer). If Customer becomes aware that any Customer
Data is inaccurate or outdated and cannot rectify that
data using the functionality of the Services or as
described in Section 6.1 (Deletion by Customer), Customer
will be responsible for notifying Google and Google will
assist Customer in rectifying that data if required by
applicable European Data Protection Law.

9.2 *Data Subject Requests*.

9.2.1 *Responsibility for Requests*. During the
Term, if Google’s Cloud Data Protection Team receives a
request from a data subject that relates to Customer
Personal Data, and identifies Customer, Google will: (a)
advise the data subject to submit their request to
Customer; (b) promptly notify Customer; and (c) not
otherwise respond to that data subject’s request without
authorization from Customer. Customer will be responsible
for responding to any such request including, where
necessary, by using the functionality of the Services.

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

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

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

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

10. Data Transfers

10.1 *Data Storage and Processing Facilities*.
Subject to Google’s data location commitments under the
SecOps Service Specific Terms and the remainder of this
Section 10 (Data Transfers), Customer Data may be
processed in any country in which Google or its
Subprocessors maintain facilities.

10.2 *Restricted European **Transfers*. The
parties acknowledge that European Data Protection Law does
not require SCCs or an Alternative Transfer Solution in
order for Customer Personal Data to be processed in or
transferred to an Adequate Country. If Customer Personal
Data is transferred to any other country and European Data
Protection Law applies to the
transfers (“*Restricted European Transfers*”),
then:

a. if Google has adopted an
Alternative Transfer Solution for any Restricted European
Transfers, then Google will inform Customer of the
relevant solution and ensure that such Restricted European
Transfers are made in accordance with it; and/or

b. if Google has not adopted,
or informs Customer that Google is no longer adopting, an
Alternative Transfer Solution for any Restricted European
Transfers, then:

i. if Google’s address is in
an Adequate Country:

A. the SCCs
(Processor-to-Processor, Google Exporter) will apply with
respect to such Restricted European Transfers from Google
to Subprocessors; and

B. in addition, if
Customer’s billing address is not in an Adequate Country,
the SCCs (Processor-to-Controller) will apply (regardless
of whether Customer is a controller and/or processor) with
respect to such Restricted European Transfers between
Google and Customer; or

ii. if Google’s address is
not in an Adequate Country, the SCCs
(Controller-to-Processor) and/or SCCs
(Processor-to-Processor) will apply (according to whether
Customer is a controller and/or processor) with respect to
such Restricted European Transfers between Google and
Customer.

10.3 *Supplementary Measures and Information*.
Google will provide Customer with information relevant to
Restricted European Transfers, including information about
Additional Security Controls and other supplementary
measures to protect Customer Personal Data as described in
Section 7.5.1 (Reviews of Security Documentation).

10.4 *Termination*. If Customer concludes, based on
its current or intended use of the Services, that the
Alternative Transfer Solution and/or SCCs, as applicable,
do not provide appropriate safeguards for Customer
Personal Data, then Customer may immediately terminate the
Agreement for convenience by notifying Google.

10.5 *Data Center Information*. The locations of
Google data centers are described at

https://cloud.google.com/about/locations/
(as may be updated from time to time).

11. Subprocessors

11.1 *Consent to Subprocessor Engagement*. Customer
specifically authorizes the engagement as Subprocessors of
those entities disclosed under Section 11.2 (Information
about Subprocessors) as of the Terms Effective Date. In
addition, without prejudice to Section 11.4 (Opportunity
to Object to Subprocessor Changes), Customer generally
authorizes the engagement of other third parties as
Subprocessors (“New Subprocessors”).

11.2 *Information about Subprocessors*. Names,
locations and activities of Subprocessors are described,
at

https://cloud.google.com/terms/secops/subprocessors
(as may be updated by Google from time to time in
accordance with these Terms).

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

a. ensure via a written
contract that:

i. the Subprocessor only
accesses and uses Customer Data to the extent required to
perform the obligations subcontracted to it, and does so
in accordance with the Agreement (including these Terms);
and

ii. if the processing of
Customer Data is subject to European Data Protection Law,
the data protection obligations described in these Terms
(as referred to in Article 28(3) of the GDPR, if
applicable), are imposed on the Subprocessor; and

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

11.4
*Opportunity to Object to Subprocessor Changes*.

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

b. Customer may, within 90
days after being notified of the engagement of a New
Subprocessor, object by immediately terminating the
Agreement for convenience by notifying Google.

12. Cloud Data Protection Team; Processing Records

12.1* Cloud Data Protection Team*. Google’s
Cloud Data Protection Team will provide prompt and
reasonable assistance with any Customer queries related to
processing of Customer Data under the Agreement and can be
contacted at

https://support.google.com/cloud/contact/dpo (and/or
via such other means as Google may provide from time to time).

12.2 Google*’s Processing Records*. Google will keep
appropriate documentation of its processing activities as
required by the GDPR. To the extent the GDPR requires
Google to collect and maintain records of certain
information relating to Customer, Customer will (i) supply
such information and keep it accurate and up-to-date
either via the user interface of the Services or via such
other means as may be provided by Google, and (ii)
promptly reply to Google upon request for such
information. Google may make any such information
available to the Supervisory Authorities if required by
the GDPR.

12.3 *Controller Requests*. During the Term, if
Google’s Cloud Data Protection Team receives a request or
instruction from a third party purporting to be a
controller of Customer Personal Data, Google will advise
the third party to contact Customer.

13. Interpretation

13.1 *Precedence*. To the extent of any conflict or
inconsistency between:

a. these Terms and the
remainder of the Agreement, these Terms will prevail; and

b. any Customer SCCs (which
are incorporated by reference into these Terms) and the
remainder of the Agreement (including these Terms), the
Customer SCCs will prevail.

13.2 *Legacy UK SCCs*. The supplementary terms for
UK GDPR transfers in the SCCs will, as of 21 September
2022, supersede and terminate any standard contractual
clauses approved under the UK GDPR or Data Protection Act
2018 and previously entered into by Customer and Google.

13.3 *No Modification of SCCs*. Nothing in the
Agreement (including these Terms) is intended to modify or
contradict any SCCs or prejudice the fundamental rights or
freedoms of data subjects under European Data Protection
Law.

Appendix 1: Subject Matter and Details of the Data
Processing

*Subject Matter*

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

*Duration of the Processing*

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

*Nature and Purpose of the Processing*

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

*Categories of Data*

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

*Data Subjects**** ***

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

Appendix 2: Security Measures

As from the Terms Effective Date, Google will implement
and maintain the Security Measures described in this
Appendix 2. For clarity, and without limiting Google’s
obligations under Section 11 (Subprocessors) of these
Terms, this Appendix 2 does not describe the measures
implemented or security or controls provided by any
Customer-Engaged Provider.

**1. Data Center and Network Security**

(a)* Google Data Centers*.

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

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

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

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

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

(b)* Google Networks and Transmission*.

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

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

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

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

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

3. employing technologies
that automatically remedy certain dangerous situations.

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

*Encryption Technologies*. Google makes HTTPS
encryption (also referred to as SSL or TLS connection)
available.

**2. Access and Site Controls**

(a) *Site Controls.*

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

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

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

(b) *Access Control.*

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

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

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

**3. Data**

(a) *Data Storage, Isolation and Logging*. Google
stores data in a multi-tenant environment on Google-owned
servers. Subject to any Instructions to the contrary
(e.g., in the form of a data location selection), Google
replicates Customer Data between multiple geographically
dispersed data centers. Google also logically isolates
Customer Data. Customer will be given control over
specific data sharing policies. Those policies, in
accordance with the functionality of the Services, will
enable Customer to determine the product sharing settings
applicable to Customer End Users for specific purposes.

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

**4. Personnel Security**

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

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

**5. Subprocessor Security**

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

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