Home

Stay organized with collections

Save and categorize content based on your preferences.

# Cloud Identity Terms of Service

Last modified: January 30, 2025

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

★ If you:

   - signed an offline variant of this Agreement for use of the Cloud
Identity services under the same Account, then the terms below do not
apply to you and your offline terms govern your use of the Cloud
Identity services;

   - have an agreement in force governing your use of Google
Workspace services and your use of the Cloud Identity services is
under the same Account, then the terms below do not apply to you.
Your Google Workspace agreement governs your use of the Cloud
Identity services, subject to termination of that agreement as
described in the Google Workspace Service Specific Terms at
https://workspace.google.com/terms/service-terms;
or

   - have an agreement in force governing your use of Google Cloud
Platform services but do NOT have any agreement in force governing
Google Workspace services, then the terms below do not apply to
you even though you may have to click to accept the terms below
for technical reasons. Your Google Cloud Platform agreement
governs your use of the Cloud Identity services unless
your Google Cloud Platform agreement terminates, subject
to termination of that agreement as described in the Google
Cloud Platform Service Specific Terms at
https://cloud.google.com/terms/service-terms.

These Cloud Identity Terms of Service (together, the "Agreement")
(formerly known as "Cloud Identity Agreement") are entered into by Google
and the entity or person agreeing to them ("Customer") and govern
Customer's access to and use of the Services. "Google" has the
meaning given at
https://cloud.google.com/terms/google-entity.

This Agreement is effective when Customer clicks to accept it
(the "Effective Date"). If you are accepting on behalf of Customer,
you represent and warrant that (i) you have full legal authority to
bind Customer to this Agreement; (ii) you have read and understand
this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

**1. Provision of the Services.**

**1.1 Services Use.** During the Term, Google will
provide the Services in accordance with the Agreement, including the SLA.
Customer may use the Services ordered in the applicable Order Form or
Reseller Order in accordance with this Agreement.

**1.2 Admin Console.** Customer will have access to the
Admin Console, through which Customer may manage its use of the Services.

**1.3 Accounts; Verification to Use Services.**

**(a) Accounts.** Customer must have an Account to use the
Services and is responsible for the information it provides to create
the Account, the security of its passwords for the Account, and
any use of its Account. Google has no obligation to provide
multiple accounts to Customer.

**(b) Verification to Use Services.**
Customer must verify a Domain Email Address or a Domain Name to use the
Services. If Customer does not have valid permission to use the Domain Email
Address or does not own or control the Domain Name, then Google will have
no obligation to provide Customer with the Services and may delete the
Account without notice.

**1.4 Modifications.**

**(a) To the Services.** Google may make commercially reasonable
changes to the Services from time to time. Google will inform Customer
if Google makes a material change to the Services that has a material
impact on Customer's use of the Services and if Customer has
subscribed with Google to be informed about such change.

**(b) To the Agreement.** Google may change the terms
of this Agreement from time to time and will post any such changes at
https://cloud.google.com/terms/identity.
These changes will only take effect at the beginning of Customer’s next
Order Term, at which time Customer’s continued use of the Services will
constitute its acceptance of the changes. This Section 1.4(b)
(Modifications to the Agreement) does not apply to changes
to URL Terms.

**(c) To the URL Terms (except the Cloud Data Processing Addendum).**
Google may change the URL Terms from time to time and will notify
Customer if any such change is material. Google may notify Customer
of material SLA changes via the applicable SLA webpage. Material
changes to the URL Terms will become effective 30 days after
notice is given, except that (i) materially adverse SLA
changes will become effective 90 days after notice is given and (ii)
changes applicable to new Services or functionality will be effective
immediately. This Section 1.4(c) (Modifications to the URL Terms
(except the Cloud Data Processing Addendum)) does not apply to
changes to the Cloud Data Processing Addendum.

**(d) To the Cloud Data Processing Addendum. ** Google
may only change the Cloud Data Processing Addendum where such change is
required to comply with applicable law expressly permitted by the Cloud Data
Processing Addendum, or:

(i) is commercially reasonable;

(ii) does not result in a material reduction of the security of the Services;

(iii) does not expand the scope of or remove any restrictions on Google's
processing of "Customer Personal Data," as described in the "Scope of
Processing" Section of the Cloud Data Processing Addendum; and

(iv) does not otherwise have a material adverse impact on Customer's
rights under the Cloud Data Processing Addendum.

If Google makes a material change to the Cloud Data Processing Addendum in
accordance with this Section 1.4(d) (Modifications to the Cloud Data
Processing Addendum), Google will post the change at the webpage containing
the Cloud Data Processing Addendum.

**2. Payment Terms.**

**2.1 Usage Measurement and Billing Options.** Google’s
measurement tools will be used to determine Customer’s usage of the Services
and any such determination by Google for the purpose of calculating Fees
is final. Customer may elect one of the billing options below or any
other option offered by Google when Customer places its order
for the Services.

**(a) Flexible Plan.** If Customer selects this option,
Customer will not be committed to purchase the Services for a pre-defined
term, but will pay Fees based on its daily usage of the Services, billed
monthly in arrears. Any partial day of Services usage will be rounded
up to a full day of Services usage for the purposes of calculating Fees.

**(b) Annual/Fixed-Term Plan.** If Customer selects this option,
Customer will be committed to purchasing the Services for one or more annual
terms (as selected by Customer). Google will bill Customer according to the
terms associated with Customer’s elections on the Order Form.

Google may change its offering of billing options (including by limiting
or ceasing to offer any billing option) upon 30 days’ notice to Customer and
any such change will take effect at the beginning of Customer’s next Order
Term. Billing options may not be available to all customers. Customer may
pay for the Services using the payment options listed in Section 2.2
(Payment) below.

**2.2 Payment.** All payments are due in the currency stated
on the Order Form or invoice.

**(a) Credit Card or Debit Card.** If Customer is paying
with a credit card, debit card, or other non-invoice form of payment
payments are due at the end of the month during which Customer received
the Services. For credit cards or debit cards, as applicable: (i) Google
will issue an electronic bill for all applicable Fees when due, and (ii)
these Fees are considered overdue 30 days after the end of the month
during which Customer received the Services.

**(b) Invoices.** Payments for invoices are due 30 days after
the invoice date (unless otherwise specified on the Order Form) and are
considered overdue after such date.

**(c) Other Forms of Payment.** Customer may change
its payment method to any other method that Google may enable in the
Admin Console, subject to acceptance by Customer of any additional
terms applicable to that payment method.

**(d) Payment Information. ** Payments made via wire transfer
must include the bank information provided by Google.

**2.3 Taxes.**

(a) Customer is responsible for any Taxes, and will pay Google for the
Services without any reduction for Taxes. If Google is obligated to
collect or pay any Taxes, the Taxes will be invoiced to Customer and
Customer will pay such Taxes to Google, unless Customer provides Google
with a timely and valid tax exemption certificate in respect of those
Taxes.

(b) Customer will provide Google with any applicable tax identification
information that Google may require under applicable law to ensure its
compliance with applicable tax regulations and authorities in applicable
jurisdictions. Customer will be liable to pay (or reimburse Google for)
any taxes, interest, penalties, or fines arising out of any mis-declaration
by Customer.

**2.4 Payment Disputes.** Any payment disputes must be
submitted in good faith before the payment due date. If Google, having
reviewed the dispute in good faith, determines that certain billing
inaccuracies are attributable to Google, Google will not issue a
corrected invoice, but will instead without undue delay issue a credit
memo specifying the incorrect amount in the affected invoice. If a
disputed invoice has not yet been paid, Google will apply the credit
memo amount to the disputed invoice and Customer will be responsible
for paying the resulting net balance due on that invoice. Nothing in
this Agreement obligates Google to extend credit to any party.

**2.5 Delinquent Payments; Suspension.** Late payments
(which, for clarity, do not include amounts subject to a good faith payment
dispute submitted before the payment due date) may bear interest at the
rate of 1.5% per month (or the highest rate permitted by law, if less)
from the payment due date until paid in full. Customer will be responsible
for all reasonable expenses (including attorneys' fees) incurred by Google
in collecting such delinquent amounts. Further, in the event of any late
payment for the Services, Google may Suspend the Services.

**2.6 No Purchase Order Number Required.** Customer is
obligated to pay all applicable Fees without any requirement for Google
to provide a purchase order number on Google's invoice (or otherwise).

**2.7 Price Revisions.** Google may change the Prices at any
time unless otherwise expressly agreed in an addendum or Order Form.
Google will notify Customer at least 30 days in advance of any changes.
Customer's pricing will change at the beginning of Customer’s next Order
Term after the 30-day period.

**3. Customer Obligations.**

**3.1 Compliance.** Customer will (a) ensure that Customer
and its End Users' use of the Services complies with the Agreement, (b)
use commercially reasonable efforts to prevent and terminate any
unauthorized use of, or access to, the Services, and (c) promptly notify
Google if Customer becomes aware of any unauthorized use of, or access to,
the Services, Account, or Customer's password. Google reserves the right
to investigate any potential violation of the AUP by Customer, which may
include reviewing Customer Data.

**3.2 Privacy.** Customer is responsible for any consents
and notices required to permit (a) Customer's use and receipt of the
Services, and (b) Google's accessing, storing, and processing of data
provided by Customer (including Customer Data) under the Agreement.

**3.3 Restrictions.** Customer will not, and will not allow
End Users to, (a) copy, modify, or create a derivative work of the Services;
(b) reverse engineer, decompile, translate, disassemble, or otherwise
attempt to extract any or all of the source code of, the Services (except
to the extent such restriction is expressly prohibited by applicable law);
(c) sell, resell, sublicense, transfer, or distribute any or all of the
Services; or (d) access or use the Services (i) for High Risk Activities;
(ii) in violation of the AUP; (iii) in a manner intended to avoid incurring
Fees (including creating multiple Customer Accounts to simulate or act as
a single Customer Account or to circumvent Service-specific usage limits
or quotas); (iv) to engage in cryptocurrency mining without Google's prior
written approval; (v) to place or receive emergency service calls, unless
stated otherwise in the Service Specific Terms; (vi) for materials or
activities that are subject to the International Traffic in Arms Regulations
(ITAR) maintained by the United States Department of State; (vii) in a
manner that breaches, or causes the breach of, Export Control Laws; or
(viii) to transmit, store, or process health information subject to United
States HIPAA regulations, except as permitted by an executed HIPAA BAA.

**3.4 Additional Products.** Google makes optional Additional
Products available to Customer and its End Users. Customer can enable or
disable Additional Products at any time through the Admin Console. Any use
of Additional Products is subject to the Additional Product Terms, which are
incorporated by reference into the Agreement and which may be updated by
Google from time to time.

**3.5 Administration of Services.** Customer may specify
through the Admin Console one or more Administrators who will have the
right to access Admin Accounts. Customer is responsible for (a)
maintaining the confidentiality and security of the End User
Accounts and associated passwords and (b) any use of the
End User Accounts. Customer agrees that Google’s responsibilities do
not extend to the internal management or administration of the Services
for Customer or any End Users.

**3.6 Abuse Monitoring.** Customer is solely responsible
for monitoring, responding to, and otherwise processing emails sent to the
"abuse" and "postmaster" aliases for Customer Domain Names, but Google may
monitor emails sent to these aliases to allow Google to identify
Services abuse.

**3.7 Requesting Additional End User Accounts During
Order Term. ** Customer may purchase additional End User Accounts
during an Order Term by means of an additional Order Form or Reseller
Order or by ordering via the Admin Console. Such additional End User
Accounts will have a pro-rated term ending on the last day of the
applicable Order Term.

**4. Suspension.**

**4.1 AUP Violations.** If Google becomes aware that
Customer's or any End User's use of the Services violates the AUP,
Google will notify Customer and request that Customer correct the
violation. If Customer fails to correct the violation within 24
hours of Google's request, then Google may Suspend all or part of
Customer's use of the Services until the violation is corrected.
Suspension of the Services may include removal or unsharing of content
that violates the AUP.

**4.2 Other Suspension.** Notwithstanding Section 4.1
(AUP Violations), Google may immediately Suspend all or part of Customer's
use of the Services (including use of the underlying Account) if (a)
Google reasonably believes Suspension is needed to protect the Services,
Google’s infrastructure supporting the Services, or any other customer
of the Services (or their end users); (b) there is suspected
unauthorized third-party access to the Services; (c) Google reasonably
believes that immediate Suspension is required to comply with any
applicable law; or (d) Customer is in breach of Section 3.3
(Restrictions) or the Service Specific Terms. Google will lift
any such Suspension when the circumstances giving rise to the
Suspension have been resolved. At Customer's request, Google will,
unless prohibited by applicable law, notify Customer of the basis for
the Suspension as soon as is reasonably possible. For Suspension of End
User Accounts, Google will provide Customer’s Administrator the ability
to restore End User Accounts in certain circumstances.

**5. Intellectual Property Rights; Protection of Customer Data;
Feedback; Using Brand Features Within the Services.

**5.1 Intellectual Property Rights.** Except as expressly
stated in this Agreement, this Agreement does not grant either party
any rights, implied or otherwise, to the other's content or any of
the other's intellectual property. As between the parties, Customer
retains all Intellectual Property Rights in Customer Data, and Google
retains all Intellectual Property Rights in the Services.

**5.2 Protection of Customer Data.** Google will only access
or use Customer Data to provide the Services and TSS to Customer or as
otherwise instructed by Customer. Without limiting the generality of
the preceding sentence, Google will not process Customer Data for
Advertising purposes or serve Advertising in the Services. Google
has implemented and will maintain administrative, physical, and
technical safeguards to protect Customer Data, as further described
in the Cloud Data Processing Addendum.

**5.3 Customer Feedback.** At its option, Customer may
provide feedback or suggestions about the Services to Google ("Feedback").
If Customer provides Feedback, then Google and its Affiliates may use that
Feedback without restriction and without obligation to Customer.

**5.4 Using Brand Features Within the Services.** Google
will display within the Services only those Customer Brand Features
that Customer authorizes by uploading them into the Services. Google
will display those Customer Brand Features within designated areas of the
web pages displaying the Services to Customer or its End Users.
Customer may specify details of this use in the Admin Console.
Google may also display Google Brand Features on such web pages to
indicate that the Services are provided by Google.

**6. Technical Support Services.** Subject to payment of
applicable Fees, Google will provide TSS to Customer during the Term
in accordance with the TSS Guidelines.

**7. Confidential Information.**

**7.1 Obligations.** The recipient will only use the
disclosing party's Confidential Information to exercise the recipient’s
rights and fulfill its obligations under the Agreement, and will use
reasonable care to protect against the disclosure of the disclosing
party's Confidential Information. The recipient may disclose
Confidential Information only to its Affiliates, employees,
agents, or professional advisors ("Delegates") who need to know it
and who have agreed in writing (or in the case of professional advisors
are otherwise bound) to keep it confidential. The recipient will ensure
that its Delegates use the received Confidential Information only to
exercise rights and fulfill obligations under this Agreement.

**7.2 Required Disclosure.** Notwithstanding any provision to
the contrary in this Agreement, the recipient or its Affiliate may also
disclose Confidential Information to the extent required by applicable
Legal Process; provided that the recipient or its Affiliate uses
commercially reasonable efforts to (a) promptly notify the other party
before any such disclosure of its Confidential Information, and (b)
comply with the other party's reasonable requests regarding its efforts
to oppose the disclosure. Notwithstanding the foregoing, subsections
(a) and (b) above will not apply if the recipient determines that
complying with (a) and (b) could (i) result in a violation of Legal
Process; (ii) obstruct a governmental investigation; or (iii) lead
to death or serious physical harm to an individual.

**8. Term and Termination.**

**8.1 Agreement Term.** The term of this Agreement
(the "Term") will begin on the Effective Date and continue until
the Agreement is terminated or not renewed as stated in this Section
8 (Term and Termination).

**8.2 Renewal.**

**(a) With a Flexible Plan.** Order Terms for the
Flexible Plan are monthly. At the end of each month, the Order Term
will automatically renew for another month, unless cancelled by Customer
via the Admin Console.

**(b) With an Annual/Fixed-Term Plan.** At the end of each
Order Term for an Annual/Fixed-Term Plan, the Services will renew consistent
with Customer’s elections in the Order Form or Admin Console.

**(c) Generally.** Customer may use the Admin Console to adjust
the number of End User Accounts to be renewed. Customer will continue to
pay Google the then-current Fees for each renewed End User Account unless
Customer and Google mutually agree otherwise. If either party does not want
the Services to renew, then it must notify the other party to this effect
at least 15 days before the end of the then-current Order Term, and this
notice of non-renewal will take effect at the end of the then-current
Order Term.

**8.3 Termination for Breach.** To the extent permitted by
applicable law, either party may terminate this Agreement immediately on
written notice if (a) the other party is in material breach of the Agreement
and fails to cure that breach within 30 days after receipt of written notice
of the breach, or (b) the other party ceases its business operations or
becomes subject to insolvency proceedings and the proceedings are not
dismissed within 90 days.

**8.4 Termination for Convenience.** Customer may stop using
the Services at any time. Subject to Customer fulfilling all its
financial commitments under an Order Form or otherwise under this
Agreement (including payment of all Fees for the Order Term), Customer may
also terminate this Agreement for its convenience at any time on prior
written notice.

**8.5 Termination Due to Applicable Law; Violation of Laws.**
Google may terminate this Agreement and/or any applicable Order Form
immediately on written notice if Google reasonably believes that (a)
continued provision of any Service used by Customer would violate applicable
law(s) or (b) Customer has violated or caused Google to violate any
Anti-Bribery Laws or Export Control Laws.

**8.6 Effect of Termination or Non-Renewal.** If the
Agreement is terminated or not renewed, then (a) all rights and access
to the Services will cease (including access to Customer Data), unless
otherwise described in this Agreement, and (b) all Fees owed by Customer
to Google are immediately due upon Customer’s receipt of the final
electronic bill or as stated in the final invoice.

**8.7 No Refunds.** Unless expressly stated otherwise in
this Agreement, termination or non renewal under any section of this
Agreement (including the Cloud Data Processing Addendum) will not oblige
Google to refund any Fees.

**9. Publicity.** Customer may state publicly that it
is a Google customer and display Google Brand Features in accordance
with the Trademark Guidelines. Google may use Customer's name and
Brand Features in online or offline promotional materials of the Services.
Each party may use the other party’s Brand Features only as permitted in
the Agreement. Any use of a party's Brand Features will inure to the
benefit of the party holding Intellectual Property Rights to those
Brand Features.

**10. Representations and Warranties.** Each party represents
and warrants that (a) it has full power and authority to enter into the
Agreement, and (b) it will comply with all laws applicable to its
provision, receipt, or use of the Services, as applicable.

**11. Disclaimer.** Except as expressly provided for
in the Agreement, Google does not make and expressly disclaims to the
fullest extent permitted by applicable law (a) any warranties of any
kind, whether express, implied, statutory, or otherwise, including
warranties of merchantability, fitness for a particular use, title,
non-infringement, or error-free or uninterrupted use of the Services
and (b) any representations about content or information accessible
through the Services.

**12. Limitation of Liability.**

**12.1 Limitation on Indirect Liability.**** To the
extent permitted by applicable law and subject to Section 12.3
(Unlimited Liabilities), neither party will have any Liability
arising out of or relating to the Agreement for any (a) indirect,
consequential, special, incidental, or punitive damages or (b) lost
revenues, profits, savings, or goodwill.

**12.2 Limitation on Amount of Liability.**** To
the extent permitted by applicable law and subject to Section 12.3
(Unlimited Liabilities), each party's total aggregate Liability for damages
arising out of or relating to the Agreement is limited to the Fees paid
by Customer to Google under the Agreement during the 12 month period
before the event giving rise to Liability, except Google’s total
aggregate Liability for damages arising out of or related to
Services provided at no charge is limited to
USD$5,000.

**12.3 Unlimited Liabilities.**** Nothing in the Agreement
excludes or limits either party's Liability for:

**(a) its fraud or fraudulent misrepresentation;**

**(b) its obligations under Section 13 (Indemnification);**

**(c) its infringement of the other party's Intellectual Property Rights;

**(d) its payment obligations under the Agreement; or**

**(e) matters for which liability cannot be excluded or
limited under applicable law.

**13. Indemnification.**

**13.1 Google Indemnification Obligations.** Google will
defend Customer and its Affiliates using the Services under Customer’s
Account and indemnify them against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising from an allegation
that any Service or any Google Brand Feature, in each case used in
accordance with the Agreement, infringes the third party's
Intellectual Property Rights.

**13.2 Customer Indemnification Obligations.** Customer
will defend Google and its Affiliates providing the Services and
indemnify them against Indemnified Liabilities in any Third-Party
Legal Proceeding to the extent arising from (a) any Customer Data or
Customer Brand Features or (b) Customer's or an End User's use of
the Services in breach of the AUP or Section 3.3 (Restrictions).

**13.3 Exclusions.** Sections 13.1 (Google Indemnification
Obligations) and 13.2 (Customer Indemnification Obligations) will not apply
to the extent the underlying allegation arises from (a) the indemnified
party's breach of the Agreement or (b) a combination of the indemnifying
party's technology or Brand Features with materials not provided by the
indemnifying party under the Agreement, unless the combination is required
by the Agreement.

**13.4 Conditions.** Sections 13.1 (Google Indemnification
Obligations) and 13.2 (Customer Indemnification Obligations) are
conditioned on the following:

(a) Any indemnified party must promptly notify the indemnifying party
in writing of any allegation(s) that preceded the Third-Party Legal
Proceeding and cooperate reasonably with the indemnifying party
to resolve the allegation(s) and Third-Party Legal Proceeding.
If breach of this Section 13.4(a) prejudices the defense of the Third-Party
Legal Proceeding, the indemnifying party's obligations under Section
13.1 (Google Indemnification Obligations) or 13.2
(Customer Indemnification Obligations) (as applicable) will be reduced
in proportion to the prejudice.

(b) Any indemnified party must tender sole control of the indemnified
portion of the Third-Party Legal Proceeding to the indemnifying party,
subject to the following: (i) the indemnified party may appoint its
own non-controlling counsel, at its own expense and (ii) any
settlement requiring the indemnified party to admit liability,
pay money, or take (or refrain from taking) any action, will
require the indemnified party's prior written consent, not
to be unreasonably withheld, conditioned, or delayed.

**13.5 Remedies.**

(a) If Google reasonably believes the Services might infringe a third
party's Intellectual Property Rights, then Google may, at its sole
option and expense (i) procure the right for Customer to continue using
the Services; (ii) modify the Services to make them non-infringing without
materially reducing their functionality; or (iii) replace the Services
with a non-infringing, functionally equivalent alternative.

(b) If Google does not believe the remedies in Section 13.5(a) are
commercially reasonable, then Google may Suspend or terminate Customer's
use of the impacted Services. If Google terminates the impacted Services,
then Google will provide a pro-rata refund of any unearned Fees actually
paid by Customer applicable to the period following termination of
such Services.

**13.6 Sole Rights and Obligations.** Without affecting
any other termination rights of either party and to the extent permitted
by applicable law, this Section 13 (Indemnification) states the parties'
sole and exclusive remedy under this Agreement for any third-party
allegations of Intellectual Property Rights infringement covered by
this Section 13 (Indemnification).

**14. Resold Customers.** This Section 14 (Resold Customers)
applies only if Customer orders the Services from a Reseller under a
Reseller Agreement (such Services, "Resold Services").

**14.1 Applicable Terms.** For the purposes of Resold Services:

(a) Section 2 (Payment Terms) of this Agreement will not apply;

(b) Reseller Fees will apply and be payable directly to the Reseller,
and all prices for Resold Services will be solely determined between
Reseller and Customer;

(c) Customer will receive any applicable SLA credits from Reseller;

(d) Section 12.2 (Limitation on Amount of Liability) is replaced with
"Each party’s total aggregate Liability for damages arising out of or
relating to the Agreement is limited to the Reseller Fees Customer paid
for the Resold Services during the 12 month period before the event giving
rise to Liability."

(e) Any renewal(s) of the Services and/or any Reseller Order will be as
agreed between Customer and Reseller.

(f) "Order Term," as it is used in the Agreement, means the period of
time starting on the Services Start Date or the renewal date (as applicable)
for the Resold Services and continuing for the period indicated on the
then-current Reseller Order unless terminated in accordance with the
Agreement; and

(g) "Services Start Date," as it is used in the Agreement, means either
the start date described in the Reseller Order or, if none is specified in
the Reseller Order, the date Google makes the Resold Services available
to Customer.

**14.2 Sharing Confidential Information.** Google may share
Customer Confidential Information with Reseller as a Delegate subject
to Section 7.1 (Obligations).

**14.3 Reseller as Administrator.** At Customer’s discretion,
Reseller may access Customer’s Account or End User Accounts. As between
Google and Customer, Customer is solely responsible for (a) any access
by Reseller to Customer’s Account or End User Accounts and (b) defining
in the Reseller Agreement any rights or obligations as between Reseller
and Customer with respect to the Resold Services.

**14.4 Reseller Technical Support.** Customer acknowledges
and agrees that Reseller may disclose End User personal data to Google
as reasonably required in order for Reseller to handle any support issues
that Customer escalates to or via Reseller.

**15. Miscellaneous.**

**15.1 Notices.** Under the Agreement, notices to Customer
must be sent to the Notification Email Address and notices to Google must
be sent to legal-notices@google.com. Notice will be treated as received
when the email is sent. Customer is responsible for keeping its
Notification Email Address current throughout the Term.

**15.2 Emails.** The parties may use emails to satisfy
written approval and consent requirements under the Agreement.

**15.3 Assignment.** Neither party may assign any part of
this Agreement without the written consent of the other, except to an
Affiliate where (a) the assignee has agreed in writing to be bound by the
terms of this Agreement, and (b) the assigning party has notified the other
party of the assignment. Any other attempt to assign is void. If Customer
assigns this Agreement to an Affiliate in another jurisdiction such
that there is a change in the Google contracting entity as defined at
https://cloud.google.com/terms/google-entity, then this Agreement is automatically assigned to the new Google contracting entity.

**15.4 Change of Control.** If a party experiences a change
of Control other than as part of an internal restructuring or
reorganization (for example, through a stock purchase or sale,
merger, or other form of corporate transaction), that party will
give written notice to the other party within 30 days after the
change of Control.

**15.5 Force Majeure.** Neither party will be liable for
failure or delay in performance to the extent caused by circumstances
beyond its reasonable control, including acts of God, natural disasters,
terrorism, riots, or war.

**15.6 Subcontracting.** Google may subcontract obligations
under the Agreement but will remain liable to Customer for any subcontracted
obligations.

**15.7 No Agency.** This Agreement does not create any agency,
partnership, or joint venture between the parties.

**15.8 No Waiver.** Neither party will be treated as having
waived any rights by not exercising (or delaying the exercise of) any
rights under this Agreement.
**15.9 Severability.** If any part of this Agreement is
invalid, illegal, or unenforceable, the rest of the Agreement will
remain in effect.

**15.10 No Third-Party Beneficiaries.** This Agreement
does not confer any benefits on any third party unless it expressly
states that it does.

**15.11 Equitable Relief.** Nothing in this Agreement
will limit either party's ability to seek equitable relief.

**15.12 U.S. Governing Law.**

**(a) For U.S. City, County, and State Government Entities.**
If Customer is a U.S. city, county, or state government entity, then
the Agreement will be silent regarding governing law and venue.

**(b) For U.S. Federal Government Entities.** If Customer
is a U.S. federal government entity, then the following applies: ALL
CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES
WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING
ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL
LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S
CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL
LAW AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND
THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

**(c) For All Other Entities.** If Customer is any entity
not identified in Section 15.12(a) (U.S. Governing Law for U.S. City,
County, and State Government Entities) or (b) (U.S. Governing Law
for Federal Government Entities), then the following applies: ALL
CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES
WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT
OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR
STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES
CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

**15.13 Amendments.** Except as stated in Section 1.4(b)
(Modifications: To the Agreement), (c) (Modifications: To the URL Terms
(except the Cloud Data Processing Addendum)), or (d) (Modifications: To
the Cloud Data Processing Addendum), any amendment to this Agreement after
the Effective Date must be in writing, signed by both parties, and
expressly state that it is amending this Agreement. For clarity,
Google’s provision of an updated URL in place of any URL stated
in this Agreement will not constitute an amendment to or modification
of the terms of the Agreement.

**15.14 Survival.** The following Sections will survive
expiration or termination of this Agreement: Section 2 (Payment Terms),
Section 5 (Intellectual Property Rights; Protection of Customer Data;
Feedback; Using Brand Features within the Services), Section 7
(Confidential Information), Section 8.6 (Effect of Termination or
Non-Renewal), Section 11 (Disclaimer), Section 12 (Limitation of
Liability), Section 13 (Indemnification), Section 14.1 (Applicable Terms),
Section 14.2 (Sharing Confidential Information) and Section 15
(Miscellaneous).

**15.15 Entire Agreement.** This Agreement sets out all
terms agreed between the parties and terminates and supersedes any and
all other agreements between the parties relating to its subject matter,
including any prior versions of this Agreement. In entering into this
Agreement, neither party has relied on, and neither party will have any
right or remedy based on, any statement, representation, or warranty
(whether made negligently or innocently), except those expressly
stated in this Agreement. The URL Terms are incorporated by reference
into the Agreement. After the Effective Date, Google may provide an
updated URL in place of any URL in this Agreement.

**15.16 Conflicting Terms.** If there is a conflict
between the documents that make up this Agreement, the documents will
control in the following order (of decreasing precedence): the Order
Form, the Cloud Data Processing Addendum, the remainder of the
Agreement (excluding the URL Terms), and the URL Terms (other
than the Cloud Data Processing Addendum).

**15.17 Headers.** Headings and captions used in the
Agreement are for reference purposes only and will not have any effect
on the interpretation of the Agreement.

**15.18 Conflicting Languages.** If this Agreement is
translated into any language other than English, and there is a
discrepancy between the English text and the translated text, the English
text will govern unless expressly stated otherwise in the translation.

**15.19 Definitions.**

   - "**Account**" means Customer's Google account credentials and
correlating access to the Services under this Agreement.

   - "**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 stated at
https://workspace.google.com/intl/en/terms/additional_services.html.

   - "**Admin Account**" means a type of End User Account that Customer
(or Reseller, if applicable) may use to administer the Services.

   - "**Admin Console**" means the online console(s) or dashboard
provided by Google to Customer for administering the Services.

   - "**Administrators**" mean the Customer-designated personnel who
administer the Services to End Users on Customer’s behalf, and have the
ability to access Customer Data and End User Accounts. Such access includes
the ability to access, monitor, use, modify, withhold, or disclose any data
available to End Users associated with their End User Accounts.

   - "**Advertising**" means online advertisements displayed by Google
to End Users, excluding any advertisements Customer expressly chooses to
have Google or any of its Affiliates display in connection with the
Services under a separate agreement (for example, Google AdSense
advertisements implemented by Customer on a website created by
Customer using the "Google Sites" functionality within the Services).

   - "**Affiliate**" means any entity that directly or indirectly
Controls, is Controlled by, or is under common Control with a party.

   - "**Anti-Bribery Laws**" means all applicable commercial and public
anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of
1977 and the UK Bribery Act 2010, that prohibit corrupt offers of
anything of value, either directly or indirectly, to anyone, including
government officials, to obtain or keep business or to secure any other
improper commercial advantage. Government officials include: any
government employees, candidates for public office, members of
royal families, and employees of government-owned or
government-controlled companies, public international organizations,
and political parties.

   - "**AUP**" means the then-current acceptable use policy for the
Services stated at
https://workspace.google.com/intl/en/terms/use_policy.html.

   - "**BAA**" or "**Business Associate Agreement**" is an
amendment to the Agreement covering the handling of Protected Health
Information (as defined in HIPAA).

   - "**Brand Features**" means the trade names, trademarks, service
marks, logos, domain names, and other distinctive brand features of each
party, respectively, as secured by such party from time to time.

   - "**Cloud Data Processing Addendum**" means the then-current terms
describing data processing and security obligations with respect to
Customer Data, as described at
https://cloud.google.com/terms/data-processing-addendum.

   - "**Confidential Information**" means information that one party
(or an Affiliate) discloses to the other party under this Agreement,
and that is marked as confidential or would normally under the
circumstances be considered confidential information. It does not include
information that is independently developed by the recipient, is
rightfully given to the recipient by a third party without confidentiality
obligations, or becomes public through no fault of the recipient.
Subject to the preceding sentence, Customer Data is considered
Customer's Confidential Information.

   - "**Control**" means control of greater than 50 percent of the
voting rights or equity interests of a party.

   - "**Customer Data**" means data submitted, stored, sent or received
via the Services by Customer or its End Users.

   - "**Domain Email Address**" means the email address on the Domain
Name for use in connection with the Services.

   - "**Domain Name**" means the domain name specified in the Order
Form or Reseller Order to be used in connection with the Services.

   - "**End Users**" means the individuals who are permitted by
Customer to use the Services and managed by an Administrator. For clarity,
End Users may include employees of Customer Affiliates and other third
parties.

   - "**End User Account**" means a Google-hosted account established
by Customer through the Services in order for an End User to use the
Services.

   - "**Export Control Laws**" means all applicable export and
re-export control laws and regulations, including (a) the Export
Administration Regulations ("EAR") maintained by the U.S. Department
of Commerce, (b) trade and economic sanctions maintained by the U.S.
Treasury Department’s Office of Foreign Assets Control, and (c) the
International Traffic in Arms Regulations ("ITAR") maintained by the
U.S. Department of State.

   - "**Fees**" means (a) the product of the amount of the Services
used or ordered by Customer multiplied by the Prices or (b) the applicable
fees for TSS, plus any applicable Taxes.

   - "**High Risk Activities**" means activities where the use or
failure of the Services would reasonably be expected to lead to death,
personal injury, or environmental or property damage (such as the
creation or operation of nuclear facilities, air traffic control,
life support systems, or weaponry).

   - "**HIPAA**" means the Health Insurance Portability and
Accountability Act of 1996 as it may be amended from time to time,
and any regulations issued under it.

   - "**including**" means including but not limited to.

   - "Indemnified Liabilities" means any (i) settlement amounts approved
by the indemnifying party and (ii) damages and costs finally awarded
against the indemnified party by a court of competent jurisdiction.

   - "**Intellectual Property Rights**" means all patent rights,
copyrights, trademark rights, rights in trade secrets (if any), design
rights, database rights, domain name rights, moral rights, and any
other intellectual property rights (registered or unregistered)
throughout the world.

   - "**Legal Process**" means an information disclosure request
made under law, governmental regulation, court order, subpoena, warrant,
or other valid legal authority, legal procedure, or similar process.

   - "**Liability**" means any liability, whether under contract,
tort (including negligence), or otherwise, regardless of whether
foreseeable or contemplated by the parties.

   - "**Notification Email Address**" means the email address(es)
designated by Customer in the Admin Console.

   - "**Order Form**" means an order form executed by Customer, or an
order placed by Customer via a Google website, in either case specifying
the Services Google will provide to Customer under the Agreement.

   - "**Order Term**" means the period of time starting on the
Services Start Date or the renewal date (as applicable) and continuing
for the period indicated on the Order Form unless terminated in accordance
with this Agreement.

   - "**Prices**" means the then-current applicable prices for the
Services described at
https://support.google.com/cloudidentity/answer/7666159
(incorporated into the Agreement by this reference), unless otherwise
agreed in an addendum or Order Form. Prices do not include Taxes.

   - "**Reseller**" means, if applicable, the authorized unaffiliated
third party reseller that sells the Services to Customer.

   - "**Reseller Agreement**" means, if applicable, the separate
agreement between Customer and Reseller regarding the Services.
The Reseller Agreement is independent of and outside the scope of
this Agreement.

   - "**Reseller Fees**" means the fees (if any) for Services used or
ordered by Customer as agreed in a Reseller Agreement, plus any
applicable Taxes.

   - "**Reseller Order**" means, if applicable, an order form (including
a renewal order form) issued by a Reseller and executed by Customer and
the Reseller specifying the Services Customer is ordering from the Reseller.

   - "**Service Specific Terms**" means the then-current terms specific
to one or more Services stated at
https://cloud.google.com/terms/identity/service-terms.

   - "**Services**" means the then-current services described in the
Services Summary, excluding any Third-Party Offerings.

   - "**Services Start Date**"** **means either the start
date stated in the Order Form or, if none is specified in the Order Form,
the date Google makes the Services available to Customer.

   - "**Services Summary**"** **means the then-current
description set out at
https://cloud.google.com/terms/identity/user-features.html.

   - "**SLA**" means the then-current service level agreement(s)
applicable to "Cloud Identity Covered Services" as defined and described at
https://cloud.google.com/terms/identity/sla.html.

   - "**Suspend**" or "**Suspension**" means disabling access to
or use of the Services or components of the Services.

   - "**Taxes**" means all government-imposed taxes, except for taxes
based on Google's net income, net worth, asset value, property value,
or employment.

   - "**Term**" has the meaning stated in Section 8.1 (Agreement Term)
of this Agreement.

   - "**Third-Party Legal Proceeding**" means any formal legal proceeding
filed by an unaffiliated third party before a court or government tribunal
(including any appellate proceeding).

   - "**Third-Party Offerings**" means third-party services, software,
products, and other offerings that are not incorporated into the Services.

   - "**Trademark Guidelines**" means Google's then-current Guidelines
for Third Party Use of Google Brand Features at
https://www.google.com/permissions/guidelines.html.

   - "**TSS**" means the then-current Google technical support service.

   - "**TSS Guidelines**" means Google's then-current guidelines for
technical support services applicable to the Cloud Identity - Premium
edition of the Services only, as stated at
https://cloud.google.com/terms/identity/tssg.html.

   - "**URL Terms**" means, collectively, the AUP, Cloud Data Processing
Addendum, Service Specific Terms, SLA, and TSS Guidelines.

**16. Region-Specific Terms.** Customer agrees to the
following modifications to the Agreement if Customer’s billing
address is in the applicable region as described below:

**Asia Pacific - All regions**

Section 2.3 (Taxes) is replaced as follows:

**2.3 Taxes.** Google will itemize any invoiced Taxes.
If Taxes must be withheld from any payment to Google, then Customer
will increase the payment to Google so that the net amount received
by Google is equal to the amount invoiced, without reduction for Taxes.

The definition of "Taxes" under Section 15.19 (Definitions) is
replaced as follows:

**15.19 Definitions.**

"**Taxes**" means all government-imposed taxes, as per
the applicable law associated with the rendering and performance
of the Services, including but not limited to any duties, customs
duties, and any direct or indirect taxes, including any related
penalties or interest, except for taxes based on Google's profit.

**Asia Pacific (all regions excluding Australia, Japan,
India, New Zealand, Singapore) and Latin America (all regions
excluding Brazil and Mexico)**

Section 15.12 (U.S. Governing Law) is replaced as follows:

**15.12 Governing Law; Arbitration.**

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY
DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF
THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS
OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S
CONFLICTS OF LAWS RULES.

(b) The parties will try in good faith to settle any Dispute within
30 days after the Dispute arises. If the Dispute is not resolved
within 30 days, it must be resolved by arbitration by the
American Arbitration Association’s International Centre
for Dispute Resolution in accordance with its Expedited
Commercial Rules in force as of the date of this Agreement ("Rules").

(c) The parties will mutually select one arbitrator. The arbitration
will be conducted in English in Santa Clara County, California, USA.

(d) Either party may apply to any competent court for injunctive
relief necessary to protect its rights pending resolution of the
arbitration. The arbitrator may order equitable or injunctive
relief consistent with the remedies and limitations in the Agreement.

(e) Subject to the confidentiality requirements in Subsection (g),
either party may petition any competent court to issue any order
necessary to protect that party's rights or property; this
petition will not be considered a violation or waiver of
this governing law and arbitration section and will not
affect the arbitrator’s powers, including the power to
review the judicial decision. The parties stipulate that the courts of
Santa Clara County, California, USA, are competent to grant any order
under this Subsection 15.12 (e).

(f) The arbitral award will be final and binding on the parties and its
execution may be presented in any competent court, including any court with
jurisdiction over either party or any of its property.

(g) Any arbitration proceeding conducted in accordance with this Section
15.12 (Governing Law; Arbitration) will be considered Confidential
Information under Section 7 (Confidential Information), including:
(i) the existence of, (ii) any information disclosed during, and
(iii) any oral communications or documents related to, the
arbitration proceedings. In addition to the disclosure rights under
Section 7 (Confidential Information), the parties may disclose the
information described in this Subsection 15.12 (g) to a competent
court as may be necessary to file any order under Subsection 15.12 (e) or
execute any arbitral decision, but the parties must request that those
judicial proceedings be conducted in camera (in private).

(h) The parties will pay the arbitrator’s fees, the arbitrator's
appointed experts' fees and expenses, and the arbitration center's
administrative expenses in accordance with the Rules. In its final decision,
the arbitrator will determine the non-prevailing party's obligation to
reimburse the amount paid in advance by the prevailing party for these fees.

(i) Each party will bear its own lawyers’ and experts’ fees and expenses,
regardless of the arbitrator’s final decision regarding the Dispute.

**Asia Pacific - Australia**

A new Section 11A is added as follows:

11A. This Section 11A applies only if the Services are subject to statutory
guarantees under the Australian Competition and Consumer Act 2010 ("ACCA").
Applicable laws, including the ACCA, may confer rights and remedies into
this Agreement that cannot be excluded, and which are not excluded by
this Agreement. To the extent that the applicable laws permit Google to
limit their operation, Google’s and its Affiliates’ liability under those
laws will be limited at its option, to the supply of the Services again,
or payment of the cost of having the Services supplied again.

Section 12.2 (Limitation on Amount of Liability) is replaced with
the following:

**12.2 Limitation on Amount of Liability. To the extent permitted by
applicable law and subject to Section 12.3 (Unlimited Liabilities), each
party's total aggregate Liability for damages arising out of or relating
to the Agreement is limited to the greater of: (a) the Fees paid by
Customer to Google under the Agreement during the 12 month period
before the event giving rise to Liability, or (b) AUD$1,000, except
Google’s total aggregate Liability for damages arising out of or
related to Services provided at no charge is limited to USD$5,000.**

Section 14.1(d) (Resold Customers; Limitation on Amount of Liability)
is replaced with the following:

(d) Section 12.2 (Limitation on Amount of Liability) is replaced with
"Each party’s total aggregate Liability for damages arising out of or
relating to the Agreement is limited to the greater of: (i) Reseller
Fees Customer paid for the Resold Services during the 12 month period
before the event giving rise to Liability, or (ii) AUD$1,000."

Section 15.12(c) (U.S. Governing Law) is amended by inserting the following
text at the end of that Section: "IF APPLICABLE LAW PREVENTS A DISPUTE FROM
BEING RESOLVED IN A CALIFORNIA COURT, THEN CUSTOMER MAY FILE THE DISPUTE IN
CUSTOMER’S LOCAL COURTS. IF APPLICABLE LAW PREVENTS CUSTOMER’S LOCAL COURT
FROM APPLYING CALIFORNIA LAW TO RESOLVE A DISPUTE, THEN THE DISPUTE WILL
BE GOVERNED BY THE APPLICABLE LOCAL LAWS OF CUSTOMER’S COUNTRY, STATE, OR
OTHER PLACE OF RESIDENCE."

Section 15.15 (Entire Agreement) is amended by inserting the following text
at the end of that Section: "Nothing in this Agreement excludes a party’s
liability for prior written or oral misrepresentation."

**Europe, Middle East, and Africa - All regions**

Section 2.2(d) (Payment Information) is replaced as follows:

** 2.2(d) Payment Information.** Payments made via wire
transfer must include the bank information provided by Google.

**Europe, Middle East and Africa - Algeria, Bahrain, Jordan,
Kuwait, Libya, Mauritania, Morocco, Oman, Palestine, Qatar, Tunisia,
Yemen, Egypt, Israel, United Arab Emirates and Lebanon

A new Section 8.8 is added as follows:

**8.8 No requirement for Court Order.** Both parties
acknowledge and agree that a court order will not be required to give
effect to any termination or amendment of the Agreement or to give
effect to any other section of the Agreement.

Section 15.12 (U.S. Governing Law) is replaced as follows:

**15.12 Governing Law; Arbitration.**

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING
THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL
BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING
CALIFORNIA'S CONFLICTS OF LAWS RULES.

(b) The parties will try in good faith to settle any Dispute within 30 days
after the Dispute arises. If the Dispute is not resolved within 30 days, it
must be resolved by arbitration under the Arbitration Rules of the London
Court of International Arbitration (LCIA) ("Rules"), which Rules are deemed
to be incorporated by reference to this Section.

(c) The parties will mutually select one arbitrator. The arbitration will
be conducted in English and the place and the legal seat of the arbitration
will be the Dubai International Financial Center, DIFC, Dubai UAE.

(d) Either party may apply to any competent court for injunctive relief
necessary to protect its rights pending resolution of the arbitration.
The arbitrator may order equitable or injunctive relief consistent with
the remedies and limitations in the Agreement.

(e) The arbitral award will be final and binding on the parties and its
execution may be presented in any competent court, including any court
with jurisdiction over either party or any of its property.

(f) Any arbitration proceeding conducted in accordance with this Section
15.12 (Governing Law; Arbitration) will be considered Confidential
Information under Section 7 (Confidential Information), including: (i)
the existence of, (ii) any information disclosed during, and (iii) any
oral communications or documents related to, the arbitration proceedings.
In addition to the disclosure rights under Section 7
(Confidential Information), the parties may disclose the information
described in this Subsection 15.12 (f) to a competent court as may be
necessary to execute any arbitral decision, but the parties must request
that those judicial proceedings be conducted in camera (in private).

(g) The parties will pay the arbitrator’s fees, the arbitrator's appointed
experts' fees and expenses, and the arbitration center's administrative
expenses in accordance with the Rules.In its final decision, the arbitrator
will determine the non-prevailing party's obligation to reimburse the
amount paid in advance by the prevailing party for these fees.

(h) Each party will bear its own lawyers’ and experts’ fees and expenses,
regardless of the arbitrator’s final decision regarding the Dispute.

**Latin America - Mexico**

Section 2.3 (Taxes) is replaced as follows:

**2.3 Taxes.**

(a) Tax Invoicing and Payments. Taxes are not included
in the Fees and will be separately itemized on Google’s invoices if
applicable. Customer will pay correctly-invoiced Taxes unless Customer
provides a valid tax exemption certificate. If Customer is required by
law to withhold any Taxes from its payments to Google, Customer must
provide Google with an official tax receipt or other appropriate
documentation to support such withholding.

(b) Tax Documentation. Google will timely provide customary tax
documentation reasonably requested by Customer and vice versa.

Section 3.3 (Restrictions) is replaced as follows:

**3.3 Restrictions.** Customer will not, and will not allow
End Users to, (a) copy, modify, or create a derivative work of the Services;
(b) reverse engineer, decompile, translate, disassemble, or otherwise
attempt to extract any or all of the source code of, the Services
(except to the extent such restriction is expressly prohibited by
applicable law); (c) sell, resell, sublicense, transfer, or distribute any
or all of the Services; or (d) access or use the Services (i) for High
Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended
to avoid incurring Fees (including creating multiple Customer Accounts to
simulate or act as a single Customer Account or to circumvent
Service-specific usage limits or quotas); (iv) to engage in cryptocurrency
mining without Google's prior written approval; (v) to place or receive
emergency service calls, unless stated otherwise in the Service Specific
Terms; (vi) for materials or activities that are subject to the
International Traffic in Arms Regulations (ITAR) maintained by the
United States Department of State or any other applicable local legislation
which regulates arms traffic; (vii) in a manner that breaches, or causes
the breach of, Export Control Laws; or (viii) to transmit, store, or
process health information subject to United States HIPAA regulations,
except as permitted by an executed HIPAA BAA and in compliance with
any Applicable Privacy Law.

Section 15.12 (U.S. Governing Law) is replaced as follows:

**15.12 Governing Law & Arbitration. **

(a) Governing Law. This Agreement is governed by the laws of
the United Mexican States, excluding choice of law rules.

(b) Arbitration.

(i) *Definitions.***"Dispute"**
means any contractual or non-contractual dispute regarding this Agreement,
including its formation, validity, subject matter, interpretation,
performance, or termination.

(ii) *Settlement.* The parties will try
in good faith to settle any Dispute within 30 days after a party receives
the first notice regarding the Dispute in accordance with Section 15.1
(Notices). If the parties are unable to resolve the Dispute within this
30-day period, either party may refer the Dispute to arbitration in
accordance with Section 15.12 (iii) (Arbitration).

(iii) *Arbitration.* Except as prohibited
by applicable law, the parties will refer all Disputes to final, binding
arbitration under the Arbitration Rules of the National Chamber of Commerce
of Mexico City in force as of this Agreement’s Effective Date ("Rules").
The arbitration will be conducted in Spanish by one arbitrator, mutually
selected by the parties, in Mexico City, Mexico, which will be the seat
of arbitration.

(iv) *Confidentiality.* The arbitration is
Confidential Information (including the arbitration’s existence and any
oral or written information related to it). However, the parties may
disclose to a competent court information necessary to (a) require the
aid of the competent courts before or during the arbitral proceeding;
or (b) execute any arbitral decision, but only if the confidentiality
of those materials is maintained in those judicial proceedings.

(v) *Non-Monetary Relief.* The arbitrator
may only issue its award based on law, not in equity, and may not award
non-monetary relief.

(c) Fees and Expenses. Each party will bear its own lawyers’ and
experts’ fees and expenses, and the arbitrator's final decisión must not
include any rulings in this regard.

A new Section 15.18.1 (Currency Conversion) is included as follows:

Currency Conversion. Unless otherwise specified in this Agreement,
any ancillary document or corresponding invoice, all references to
"$" in this Agreement refer to mexican pesos. If a currency conversion
is required in relation to the calculation of the Fees, that conversion
will be carried out using the daily average exchange rate set by a
reputable third party chosen by Google in accordance with applicable law.

The definition "Taxes" under Section 15.19 (Definitions) is replaced
as follows:

**15.19 Definitions.**

"**Taxes**" means all government-imposed tax obligations
(including taxes, duties, and withholdings), except those based on
net income, net worth, asset value, property value, or employment.

**North America - United States**

Section 15.19 (Definitions) is changed to Section 15.20 (Definitions).

A new Section 15.19 is added:

**15.19 U.S. Federal Agency Users.** The Services were
developed solely at private expense and are commercial computer
software and related documentation within the meaning of the applicable
Federal Acquisition Regulations and their agency supplements.

**Previous Versions**

Americas
(14 Jul 2021)

APAC
(14 Jul 2021)

EMEA - EEA
(14 Jul 2021)

EMEA - Non-EEA
(14 Jul 2021)

[[["Easy to understand","easyToUnderstand","thumb-up"],["Solved my problem","solvedMyProblem","thumb-up"],["Other","otherUp","thumb-up"]],[["Hard to understand","hardToUnderstand","thumb-down"],["Incorrect information or sample code","incorrectInformationOrSampleCode","thumb-down"],["Missing the information/samples I need","missingTheInformationSamplesINeed","thumb-down"],["Other","otherDown","thumb-down"]],[],[],[]]