January 9, 2018

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Google Cloud Platform Terms of Service - India Billing Accounts

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### Google Cloud Platform License Agreement

By the using the Services, the Customer agrees to these Terms of Services. The Services are provided
by Google Asia Pacific Pte. Ltd. (Co. Reg. No. 200817984R), with offices at 70 Pasir Panjang Road, #03-
71, Mapletree Business City II, Singapore 117371 ("Google").

These Terms of Service (“Agreement”) are pursuant to the agreement entered into between the Customer
and Google Cloud India Private Limited and is effective as of the date Customer clicks to accept this
Agreement (the "Effective Date").

If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal
authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read
and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to these
Agreement. If you do not have the legal authority to bind Customer, please do not click the "I Accept"
button below. This Agreement governs Customer’s access to and use of the Services.

1. Provision of Services.

1.1 Services Use.
Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b)
integrate the Services into any Application that has material value independent of the Services, and (c)
use any Software provided by Google as part of the Services. Customer may not sublicense or transfer
these rights except as permitted under the Assignment section of the Agreement.

1.2 Console. Google will provide the Services to Customer. As part of receiving the Services, Customer
will have access to the Admin Console, through which Customer may administer the Services.

1.3 Facilities. All facilities used to store and process an Application and Customer Data will adhere to
reasonable security standards no less protective than the security standards at facilities where Google
processes and stores its own information of a similar type. Google has implemented at least industry
standard systems and procedures to (i) ensure the security and confidentiality of an Application and
Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an
Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application
and Customer Data.

1.4 Data Location. Customer may select where certain Customer Data will be stored (“Data Location
Selection”), and Google will store it there in accordance with the Service Specific Terms. If a Data
Location Selection is not covered by the Service Specific Terms (or a Data Location Selection is not
made by Customer with respect to any Customer Data), Google may process and store the Customer
Data anywhere Google or its agents maintain facilities. By using the Services, Customer consents to this
processing and storage of Customer Data. Under this Agreement, Google is merely a data processor.

1.5 New Applications and Services. Google may: (i) make new applications, tools, features or functionality
available from time to time through the Services and (ii) add new services to the "Services" definition from
time to time (by adding them at the URL set forth under that definition), the use of which may be
contingent upon Customer’s agreement to additional terms.

1.6 Modifications.

a. To the Services. Google may make commercially reasonable updates to the Services from time to time.
If Google makes a material change to the Services, Google will inform Customer, provided that Customer
has subscribed with Google to be informed about such change.

b. To the Agreement. Google may make changes to this Agreement (and any linked documents) from
time to time. Unless otherwise noted by Google, material changes to the Agreement will become effective
30 days after they are posted, except if the changes apply to new functionality in which case they will be
effective immediately. Google will provide at least 90 days’ advance notice for materially adverse changes
to any SLAs by either: (i) sending an email to Customer’s primary point of contact; (ii) posting a notice in
the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to
the revised Agreement, please stop using the Services. Google will post any modification to this
Agreement to the Terms URL.

c. To the Data Processing and Security Terms. Google may only change the Data Processing and
Security Terms where such change is required to comply with applicable law, applicable regulation, court
order, or guidance issued by a governmental regulator or agency, where such change is expressly
permitted by the Data Processing and Security Terms, or where such change:

(i) is commercially reasonable;

(ii) does not result in a degradation of the overall 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 Section 5.2 (Scope of Processing) of the Data Processing and Security
Terms; and

(iv) does not otherwise have a material adverse impact on Customer’s rights under the Data Processing
and Security Terms.

If Google makes a material change to the Data Processing and Security Terms in accordance with this
Section, Google will post the modification to the URL containing those terms.

1.7 Service Specific Terms and Data Processing and Security Terms.
The Service Specific Terms and Data Processing and Security Terms are incorporated by this reference into the Agreement.

2. Customer Obligations.

2.1 Compliance. Customer is solely responsible for its Applications, Projects, and Customer Data and for
making sure its Applications, Projects, and Customer Data comply with the AUP. Google reserves the
right to review the Application, Project, and Customer Data for compliance with the AUP. Customer is
responsible for ensuring all Customer End Users comply with Customer’s obligations under the AUP, the
Service Specific Terms, and the restrictions in Sections 3.3 and 3.5 below.

2.2 Privacy. Customer will obtain and maintain any required consents necessary to permit the processing
of Customer Data under this Agreement.

2.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify,
create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to
extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent
such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c)
sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d)
create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or
Project (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees; (e)
unless otherwise set forth in the Service Specific Terms, use the Services to operate or enable any
telecommunications service or in connection with any Application that allows Customer End Users to
place calls or to receive calls from any public switched telephone network; or (f) process or store any
Customer Data that is subject to the International Traffic in Arms Regulations maintained by the
Department of State. Unless otherwise specified in writing by Google, Google does not intend uses of the
Services to create obligations under HIPAA, and makes no representations that the Services satisfy
HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in
HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health
Information (as defined in HIPAA) unless Customer has received prior written consent to such use from
Google.

2.4 Third Party Components. Third party components (which may include open source software) of the
Services may be subject to separate license agreements. To the limited extent a third party license
expressly supersedes this Agreement, that third party license governs Customer’s use of that third party
component.

2.5 Documentation. Google may provide Documentation for Customer’s use of the Services. The
Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Applications
may be built or the Services may be used and Customer will comply with any such restrictions specified.

2.6 Copyright Policy. Google provides information to help copyright holders manage their intellectual
property online, but Google cannot determine whether something is being used legally or not without their
input. Google responds to notices of alleged copyright infringement and terminates accounts of repeat
infringers according to applicable copyright laws including in particular the process set out in the U.S.
Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer’s or Customer End
Users’ copyrights and wants to notify Google, Customer can find information about submitting notices,
and Google's policy about responding to notices at http://www.google.com/dmca.html.

3. Suspension and Removals.

3.1 Suspension/Removals. If Customer becomes aware that any Application, Project, or Customer Data
violates the AUP, Customer will immediately suspend the Application or Project and/or remove the
relevant Customer Data (as applicable). If Customer fails to suspend or remove as noted in the prior
sentence, Google may specifically request that Customer do so. If Customer fails to comply with Google’s
request to do so within twenty-four hours, then Google may disable the Project or Application, and/or
disable the Account (as may be applicable) until such violation is corrected.

3.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then
Google may automatically suspend the offending Application, Project, and/or Account. Suspension will be
to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency
Security Issue. If Google suspends an Application, Project, or the Account, for any reason, without prior
notice to Customer, at Customer’s request, Google will provide Customer the reason for the suspension
as soon as is reasonably possible.

4. Intellectual Property Rights; Use of Customer Data; Feedback.

4.1 Intellectual Property Rights. Except as expressly set forth 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 owns all Intellectual Property Rights in Customer Data and
the Application or Project (if applicable), and Google owns all Intellectual Property Rights in the Services
and Software.

4.2 Use of Customer Data. Google will not access or use Customer Data, except as necessary to provide
the Services to Customer.

4.3 Customer Feedback. If Customer provides Google Feedback about the Services, then Google may
use that information without obligation to Customer, and Customer hereby irrevocably assigns to Google
all right, title, and interest in that Feedback.

5. Deprecation of Services.

5.1 Deprecation Policy. Google will announce if it intends to discontinue or make backwards incompatible
changes to the Services specified at the URL in the next sentence. Google will use commercially
reasonable efforts to continue to operate those Services versions and features identified at
https://cloud.google.com/terms/deprecation without these changes for at least one year after that
announcement, unless (as Google determines in its reasonable good faith judgment):

(i) required by law or third party relationship (including if there is a change in applicable law or
relationship), or

(ii) doing so could create a security risk or substantial economic or material technical burden.

The above policy is the "Deprecation Policy."

6. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE AND ITS SUPPLIERS DO NOT MAKE ANY
OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND
NONINFRINGEMENT. GOOGLE AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR
THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER
COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES.
CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION,
PROJECT, AND CUSTOMER DATA. NEITHER GOOGLE NOR ITS SUPPLIERS, WARRANTS THAT
THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR
UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED,
MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

7. Limitation of Liability

7.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
NEITHER PARTY, NOR GOOGLE’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR
LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH
DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

7.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
NEITHER PARTY, NOR GOOGLE’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT
FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE UNDER THIS AGREEMENT
DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

7.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality
obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification
obligations, or Customer's payment obligations.

8. Indemnification.

8.1 By Customer. Unless prohibited by applicable law, Customer will defend and indemnify Google and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Project, Instance, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the AUP.

8.2 By Google. Google will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Google’s technology used to provide the Services (excluding any open source software) or (b) any Google Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.

8.3 Exclusions. This Section 8 will not apply to the extent the underlying Allegation arises from:

a. the indemnified party’s breach of this Agreement;

b. modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party;

c. combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or

d. use of non-current or unsupported versions of the Services or Brand Features;

8.4 Conditions. Sections 8.1 and 8.2 will apply only to the extent:

a. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that
preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to
resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 8.4(a) prejudices the
defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 8.1 or 8.2
(as applicable) will be reduced in proportion to the prejudice.

b. The indemnified party tenders 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.

8.5 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: (a) procure the right for Customer to continue using the
Services; (b) modify the Services to make them non-infringing without materially reducing their
functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.

b. If Google does not believe the remedies in Section 8.5(a) are commercially reasonable, then Google
may suspend or terminate Customer’s use of the impacted Services.

9. 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.

10. Governing Law. 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.

11. Definitions.

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

   - "Application(s)" means any web or other application Customer creates using the Services, including any source code written by Customer to be used with the Services, or hosted in an Instance.

   - "AUP" means the acceptable use policy set forth here for the Services: http://cloud.google.com/terms/aup.

   - "Customer Data" means content provided to Google by Customer (or at its direction) via the Services under the Account.

   - "Customer End Users" means the individuals Customer permits to use the Application.

   - "Data Processing and Security Terms" means the terms set forth at: https://cloud.google.com/terms/data-processing-terms.

   - "Documentation" means the Google documentation (as may be updated from time to time) in the form generally made available by Google to its customers for use with the Services at https://cloud.google.com/docs/.

   - "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

   - "Package Purchase" has the meaning set forth in the Service Specific Terms.

   - "Project" means a grouping of computing, storage, and API resources for Customer, and via which Customer may use the Services. Projects are more fully described in the Documentation.

   - "Reserved Capacity Units" have the meaning set forth in the Service Specific Terms.

   - "Reserved Unit Term" has the meaning set forth in the Service Specific Terms.

   - "Reserved Units" have the meaning set forth in the Service Specific Terms.

   - "Service Specific Terms" means the terms specific to one or more Services set forth here:https://cloud.google.com/terms/service-terms.

   - "Services" means the services as set forth here: https://cloud.google.com/terms/services (including any associated APIs); and TSS.

   - "SLA" means each of the then-current service level agreements at: https://cloud.google.com/terms/sla/.

   - "Software" means any downloadable tools, software development kits or other such proprietary computer software provided by Google in connection with the Services, which may be downloaded by Customer, and any updates Google may make to such Software from time to time.

   - "Terms URL" means the following URL set forth here: https://cloud.google.com/terms/.

   - "TSS" means the technical support service provided by Google or its reseller to the administrators under the TSS Guidelines.

   - "TSS Guidelines" means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: http://support.google.com/enterprise/terms (under Google Cloud Platform Services).

## Google Cloud Platform Services Agreement

This Google Cloud Platform Services Agreement (the "Agreement") is entered into by and
between Google Cloud India Private Limited with its registered office located at Unit No-204,
Signature Tower-II,Tower-A, 2nd Floor, Sector-15, Part II, Silokhera, Gurgaon-122001 India
(“GCI”) and the entity with a billing address in India, agreeing to these terms ("Customer").

GCI is appointed by Google Asia Pacific Pte Ltd (“Google”), as a non-exclusive reseller of the
Services (as defined below) in India. This Agreement is effective as of the date Customer clicks
to accept the Agreement (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. If you do not have the legal authority to bind Customer, please do not click to
accept. This Agreement governs Customer's access to and use of the Service. For an offline
variant of this Agreement, you may contact sales for more information.

**This Agreement sets out all terms agreed between the parties and supersedes all other
agreements between the parties relating to its subject matter.**

1. The Services.

1.1 GCI sells to the Customer the Services in India. The Customer agrees that its use of the
Services is subject to Google’s Terms of Services located at https://cloud.google.com/terms/
(“TOS”). Capitalized terms used but not defined in this Agreement shall have the meaning
attributed to them in the TOS.

1.2 Accounts. Customer must have an Account and a Token (if applicable) to use the Services,
and is responsible for the information it provides to create the Account, the security of the Token
and its passwords for the Account, and for any use of its Account and the Token. If Customer
becomes aware of any unauthorized use of its password, its Account or the Token, Customer
will notify GCI as promptly as possible. GCI has no obligation to provide Customer multiple
Tokens or Accounts.

1.3 Modifications.

a. To the Agreement. GCI may make commercially reasonable changes to this Agreement,
including pricing (and any linked documents) from time to time. Unless otherwise noted by GCI,
material changes to the Agreement will become effective 30 days after they are posted, except
if the changes apply to new functionality in which case they will be effective immediately. GCI
will provide at least 90 days’ advance notice for materially adverse changes to any SLAs by
either: (i) sending an email to Customer’s primary point of contact; (ii) posting a notice in the
Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not
agree to the revised Agreement, please stop using the Services.

2 Payment Terms.

2.1 Free Quota. Certain Services are provided to Customer without charge up to the Fee
Threshold, as applicable.

2.2 Online Billing. At the end of the applicable Fee Accrual Period, GCI will issue an electronic
bill to Customer for all charges accrued above the Fee Threshold based on (i) Customer’s use
of the Services during the previous Fee Accrual Period (including, if any, the relevant Fee for
TSS set forth in the Fees definition below); (ii) any Reserved Units selected; (iii) any Committed
Purchases selected; and/or (iv) any Package Purchases selected. For use above the Fee
Threshold, Customer will be responsible for all Fees up to the amount set in the Account and
will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card,
debit card, or other non-invoiced form of payment, GCI will charge (and Customer will pay) all
Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice
(and GCI agrees), all Fees are due as set forth in the invoice. Customer’s obligation to pay all
Fees is non-cancellable. GCI's measurement of Customer’s use of the Services is final. GCI
has no obligation to provide multiple bills. Payments made via wire transfer must include the
bank information provided by GCI.

2.3 Taxes. (a) In consideration of services, Customer agrees to pay to GCI, the fees as
mentioned above plus applicable taxes. If GCI is obligated to collect or pay Taxes, the Taxes
will be invoiced to Customer, unless Customer provides GCI with a timely and valid tax
exemption certificate authorized by the appropriate taxing authority.

(b) If required under applicable law, Customer will provide GCI with applicable tax identification
information (Goods and Services Tax Identification Number (“GSTIN”), location where the
services would be received by the customer, tax status etc.) that GCI may require to ensure its
compliance with applicable tax regulations in India. The Customer acknowledges that all the
details provided such as the GSTIN, location where the services would be received by the
customer, tax status etc. are correct. The address and GSTIN provided are of the location
where the services would be received by the Customer. Customer will be liable to pay (or
reimburse GCI for) any taxes, interest, penalties or fines arising out of any mis-declaration by
the Customer.

(c) If Customer is required by law to withhold any amounts for Income Tax on its payments to
GCI, Customer must provide GCI in a timely manner with a withholding tax certificate or other
appropriate documentation to support such withholding as per the applicable tax laws in India.

2.4 Invoice Disputes & Refunds. Any invoice disputes must be submitted prior to the payment
due date. If the parties determine that certain billing inaccuracies are attributable to GCI, GCI
will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect
amount in the affected invoice. If the disputed invoice has not yet been paid, GCI 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. To the fullest extent permitted by law, Customer
waives all claims relating to Fees unless claimed within sixty days after charged (this does not
affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of
GCI and will only be in the form of credit for the Services. Nothing in this Agreement obligates
GCI to extend credit to any party.

2.5 Delinquent Payments; Suspension. Late payments 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
GCI in collecting such delinquent amounts. If Customer is late on payment for the Services, GCI
may suspend the Services and / or terminate the Agreement for breach pursuant to Section 9.2.

2.6 No Purchase Order Number Required. For clarity, Customer is obligated to pay all
applicable Fees without any requirement for GCI to provide a purchase order number on GCI’s
invoice (or otherwise).

3 Customer Obligations.

3.1 Compliance. Customer is solely responsible for its Applications, Projects, and Customer
Data and for making sure its Applications, Projects, and Customer Data comply with the AUP.
Customer is responsible for ensuring all Customer End Users comply with Customer’s
obligations under the AUP, the Service Specific Terms, and the restrictions in Sections 3.3 and
3.5 below.

3.2 Privacy. Customer will obtain and maintain any required consents necessary to permit the
processing of Customer Data under this Agreement.

3.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy,
modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or
otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4
below and except to the extent such restriction is expressly prohibited by applicable law); (b)
use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the
Services separate from any integrated Application; (d) create multiple Applications, Accounts, or
Projects to simulate or act as a single Application, Account, or Project (respectively) or
otherwise access the Services in a manner intended to avoid incurring Fees; (e) unless
otherwise set forth in the Service Specific Terms, use the Services to operate or enable any
telecommunications service or in connection with any Application that allows Customer End
Users to place calls or to receive calls from any public switched telephone network; or (f)
process or store any Customer Data that is subject to the International Traffic in Arms
Regulations maintained by the Department of State. Unless otherwise specified in writing by
GCI, GCI does not intend uses of the Services to create obligations under HIPAA, and makes
no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a
Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services
for any purpose or in any manner involving Protected Health Information (as defined in HIPAA)
unless Customer has received prior written consent to such use from GCI.

3.4 Third Party Components. Third party components (which may include open source software)
forming part of the Services may be subject to separate license agreements, which documents
GCI will provide to Customer through Google. To the limited extent a third party license
expressly supersedes this Agreement, that third party license governs Customer’s use of that
third party component.

3.5 Documentation. GCI and/or Google may provide Documentation for Customer’s use of the
Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on
how the Applications may be built or the Services may be used and Customer will comply with
any such restrictions specified.

4. Suspension and Removals.

4.1 Suspension/Removals. If Customer becomes aware that any Application, Project, or
Customer Data violates the AUP, Customer will immediately suspend the Application or Project
and/or remove the relevant Customer Data (as applicable). If Customer fails to suspend or
remove as noted in the prior sentence, GCI or Google may specifically request that Customer
do so. If Customer fails to comply with GCI/Google’s request to do so within twenty-four hours,
then GCI through Google may disable the Project or Application, and/or by itself, disable the
Account (as may be applicable) until such violation is corrected.

4.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue,
then GCI may, through Google automatically suspend the offending Application, Project, and/or
by itself, Account. Suspension will be to the minimum extent required, and of the minimum
duration, to prevent or resolve the Emergency Security Issue. If Google suspends an
Application, Project, or GCI suspends the Account, for any reason, without prior notice to
Customer, at Customer’s request, GCI will provide Customer the reason for the suspension as
soon as is reasonably possible.

5. Intellectual Property Rights; Use of Customer Data; Feedback.

5.1 Intellectual Property Rights. Except as expressly set forth 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 owns all Intellectual Property
Rights in Customer Data and the Application or Project (if applicable), and GCI’s Affiliates own
all Intellectual Property Rights in the Services and Software.

5.2 Customer Feedback. If Customer provides GCI Feedback about the Services, then GCI
and/or its Affiliates may use that information without obligation to Customer, and Customer
hereby irrevocably assigns to GCI and/or its Affiliates all right, title, and interest in that
Feedback.

5.3 Use of Customer Data. GCI and Google will not access or use Customer Data, except as
necessary to provide the Services to Customer.

6. Technical Support Services

6.1 By Customer. Customer is responsible for technical support of its Applications and Projects.

6.2 By GCI. Subject to payment of applicable support Fees, GCI through Google or its Affiliates
will provide TSS to Customer during the Term in accordance with the TSS Guidelines. Certain
TSS levels include a minimum recurring Fee as described in the "Fees" definition below. If
Customer downgrades its TSS level during any calendar month, GCI through Google or its
Affiliates may continue to provide TSS at the same level and TSS Fees before the downgrade
for the remainder of that month.

7. Deprecation of Services

7.1 Discontinuance of Services. GCI may discontinue any Services or any portion or feature
insofar as is relevant in its capacity as a reseller, for any reason at any time without liability to
Customer.

8. Confidential Information.

8.1 Obligations. The recipient will not disclose the Confidential Information, except to Affiliates,
employees, agents or professional advisors 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 those people and entities use the received Confidential Information
only to exercise rights and fulfill obligations under this Agreement, while using reasonable care
to keep it confidential.

8.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the
recipient may also disclose Confidential Information to the extent required by applicable Legal
Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify
the other party of such disclosure before disclosing; and (ii) comply with the other party’s
reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the
foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying
with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental
investigation; and/or (c) lead to death or serious physical harm to an individual. As between the
parties, Customer is responsible for responding to all third party requests concerning its use and
Customer End Users’ use of the Services.

9. Term and Termination.

9.1 Agreement Term. The “Term” of this Agreement will begin on the Effective Date and
continue until the Agreement is terminated as set forth in Section 9 of this Agreement.

9.2 Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other
party is in material breach of the Agreement and fails to cure that breach within thirty days after
receipt of written notice; (ii) the other party ceases its business operations or becomes subject
to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the
other party is in material breach of this Agreement more than two times notwithstanding any
cure of such breaches. In addition, GCI may terminate any, all, or any portion of the Services or
Projects, if Customer meets any of the conditions in Section 9.2(i), (ii), and/or (iii).

9.3 Termination for Inactivity.

GCI (either by itself or through Google) reserves the right to terminate the provision of the
Service(s) to a Project upon 30 days advance notice if, for a period of 60 days (i) Customer has
not accessed the Admin Console or the Project has had no network activity; and (ii) such
Project has not incurred any Fees for such Service(s).

9.4 Termination for Convenience. Customer may stop using the Services at any time. Customer
may terminate this Agreement for its convenience at any time on prior written notice and upon
termination, must cease use of the applicable Services. GCI may terminate this Agreement for
its convenience at any time without liability to Customer.

9.5 Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one
party to the other will immediately cease; (ii) all Fees owed by Customer to GCI are immediately
due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any
Application, Instance, Project, and any Customer Data; and (iv) upon request, each party will
use commercially reasonable efforts to return or destroy all Confidential Information of the other
party.

10. Publicity. Customer is permitted to state publicly that it is a customer of the Services,
consistent with the Trademark Guidelines. If Customer wants to display GCI and /or Google
Brand Features in connection with its use of the Services, Customer must obtain written
permission from GCI through the process specified in the Trademark Guidelines. GCI and its
Affiliates may include Customer’s name or Brand Features in a list of GCI and/or GCI Affiliate
customers, online or in promotional materials. GCI and its Affiliates may also verbally reference
Customer as a customer of the Services. Neither party needs approval if it is repeating a public
statement that is substantially similar to a previously-approved public statement. Any use of a
party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to
those Brand Features. A party may revoke the other party’s right to use its Brand Features
under this Section with written notice to the other party and a reasonable period to stop the use.

11. 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 and
regulations applicable to its provision, or use, of the Services, as applicable. GCI warrants that
the Services will be provided in accordance with the applicable SLA (if any).

12. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GCI, ITS AFFILIATES AND ITS
SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GCI
AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR
FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS
MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS
SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT,
AND CUSTOMER DATA. NEITHER GCI, ITS AFFILIATES NOR ITS SUPPLIERS,
WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE
ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES
ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

13. Limitation of Liability.

13.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, NEITHER PARTY, NOR GCI’s AFFILIATES OR SUPPLIERS, WILL BE
LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE
PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND
EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, NEITHER PARTY, NOR GCI’S AFFILIATES OR SUPPLIERS, MAY BE
HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY
CUSTOMER TO GCI UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR
TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of
confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party,
indemnification obligations, or Customer's payment obligations.

14. Indemnification.

14.1 By Customer. Unless prohibited by applicable law, Customer will defend and indemnify
GCI and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the
extent arising from: (i) any Application, Project, Instance, Customer Data or Customer Brand
Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the
AUP.

14.2 By GCI. Subject to Section 14.4 (Conditions), GCI will defend Customer (“Customer
Indemnified Parties”) and indemnify them against Indemnified Liabilities in any Third-Party Legal
Proceeding to the extent arising from an Allegation that Customer’s Indemnified Parties’ use in
accordance with this Agreement of (a) the Services (excluding any open source software) or (b)
any GCI or Google Brand Feature, in each case infringes the third party’s Intellectual Property
Rights.

14.3 Exclusions. This Section 14 will not apply to the extent the underlying Allegation arises
from:

a. the indemnified party’s breach of this Agreement;

b. modifications to the indemnifying party’s technology or Brand Features by anyone other than
the indemnifying party;

c. combination of the indemnifying party’s technology or Brand Features with materials not
provided by the indemnifying party; or

d. use of non-current or unsupported versions of the Services or Brand Features;

14.4 Conditions. Sections 14.1 and 14.2 will apply only to the extent:

a. The indemnified party has promptly notified the indemnifying party in writing of any
Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with
the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach
of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the
indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in
proportion to the prejudice.

b. The indemnified party tenders 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.

14.5 Remedies.

a. If GCI reasonably believes the Services might infringe a third party’s Intellectual Property
Rights, then GCI through Google or its Affiliates may, at its sole option and expense procure the
right for Customer to continue using the Services.

b. If GCI or Google as the case may be, does not believe the remedies in Section 14.5(a) are
commercially reasonable, then GCI (through Google) may suspend or terminate Customer’s use
of the impacted Services.

14.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section
14 states the parties’ only rights and obligations under this Agreement for any third party's
Intellectual Property Rights Allegations and Third-Party Legal Proceedings.

15. Miscellaneous.

15.1 Notices. All notices must be in writing and addressed to the other party’s legal department
and primary point of contact. The email address for notices being sent to GCI’s Legal
Department is legal-notices@google.com. Notice will be treated as given on receipt as verified
by written or automated receipt or by electronic log (as applicable).

15.2 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; (b) the assigning party remains liable for obligations
under the Agreement if the assignee defaults on them; and (c) the assigning party has notified
the other party of the assignment. Any other attempt to assign is void.

15.3 Change of Control. If a party experiences a change of Control (for example, through a
stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give
written notice to the other party within thirty days after the change of Control; and (b) the other
party may immediately terminate this Agreement any time between the change of Control and
thirty days after it receives that written notice.

15.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent
caused by circumstances beyond its reasonable control.

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

15.6 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.

15.7 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or
unenforceable, the rest of the Agreement will remain in effect.

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

15.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable
relief.

15.10 Governing Law. All claims arising out of or related to this Agreement will be governed by
the laws of India. In case of any disputes the Courts at New Delhi shall have jurisdiction.

15.11 Amendments. Except as set forth in Section 1.3(a), any amendment must be in writing,
signed by both parties, and expressly state that it is amending this Agreement.

15.12 Survival. The following Sections will survive expiration or termination of this Agreement: 5,
8, 9.5, 13, 14, and 15.

15.13 Entire Agreement. This Agreement sets out all terms agreed between the parties and
supersedes all other agreements between the parties relating to its subject matter. 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 set out in this Agreement. The terms located at a URL referenced in this
Agreement and the Documentation are incorporated by reference into the Agreement. After the
Effective Date, GCI through Google may provide an updated URL in place of any URL in this
Agreement.

15.14 Conflicting Terms. If there is a conflict between the documents that make up this
Agreement, the documents will control in the following order: the TOS, the Agreement, and the
terms at any URL.

15.15 Definitions.

   - "Account" means Customer’s GCI Cloud Platform account.

   - "Admin Console" means the online console(s) and/or tool(s) provided by GCI to Customer for administering the Services.

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

   - "Allegation" means an unaffiliated third party’s allegation.

   - "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.

   - "Committed Purchase(s)" have the meaning set forth in the Service Specific Terms.

   - "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which 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 fifty percent of the voting rights or equity interests of a party.

   - "Emergency Security Issue" means either: (a) Customer’s or Customer End Users’ use of the Services in violation of the AUP, which could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

   - "Fee Accrual Period" means a calendar month or another period specified by GCI in the Admin Console.

   - "Fee Threshold" means the threshold (as may be updated from time to time), as applicable for certain Services, as set forth here: https://cloud.google.com/skus/.

   - “Feedback” means feedback or suggestions about the Services provided to GCI by Customer.

   - "Fees" means the applicable fees for each Service and any applicable Taxes. The Fees for each Service are set forth here: https://cloud.google.com/skus/.

   - "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

   - "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.

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

   - "Instance" means a virtual machine instance, configured and managed by Customer, which runs on the Services. Instances are more fully described in the Documentation.

   - "Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

   - "Services" means the services as set forth here: https://cloud.google.com/terms/services (including any associated APIs); and TSS.

   - "Software" means any downloadable tools, software development kits or other such proprietary computer software provided by Google in connection with the Services, which may be downloaded by Customer, and any updates Google may make to such Software from time to time.

   - "Taxes" means all taxes as per the applicable law including but not limited to any duties, or taxes (other than income tax), including indirect taxes such as goods and services tax (“GST”) or such taxes associated with the purchase of the Services.

   - "Term" has the meaning set forth in Section 9 of this Agreement.

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

   - "Token" means an alphanumeric key that is uniquely associated with Customer’s Account.

   - "Trademark Guidelines" means Google’s Guidelines for Third Party Use of GCI and/or Google Brand Features, located at: http://www.google.com/permissions/guidelines.html.

   - "TSS" means the technical support service provided under the TSS Guidelines.

   - “TSS Guidelines” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at: http://support.google.com/enterprise/terms (under Google Cloud Platform Services).

Except as otherwise noted, the content of this page is licensed under the Creative Commons Attribution 4.0 License, and code samples are licensed under the Apache 2.0 License. For details, see the Google Developers Site Policies. Java is a registered trademark of Oracle and/or its affiliates.

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