June 30, 2022

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# Data Processing and
Security Terms (Partners)

Last modified: June 30, 2022

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

View the current version

These Data Processing and Security Terms, including
their appendices (the “*Terms*”) are incorporated
into the agreement under which Google has agreed to
provide Google Cloud Platform (as described at
https://cloud.google.com/terms/services)
and related technical support to Partner (the
“*Agreement*”).

1. Commencement

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

2. Definitions

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

   - *Additional Security Controls* means security
resources, features, functionality and/or controls that
Partner may use at its option and/or as it determines,
including the Admin Console, encryption, logging and
monitoring, identity and access management, security
scanning, and firewalls.

   - *Adequate Country* means:

(a) for data processed
subject to the EU GDPR: the EEA, or a country or territory
that is the subject of an adequacy decision by the
Commission under Article 45(1) of the EU GDPR;

(b) for data processed
subject to the UK GDPR: the UK or a country or territory
that is the subject of the adequacy regulations under
Article 45(1) of the UK GDPR and Section 17A of the Data
Protection Act 2018; and/or

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

   - *Alternative Transfer Solution* means a
solution, other than SCCs, that enables the lawful
transfer of personal data to a third country in
accordance with European Data Protection Law.

   - *Audited Services* means the then-current
Services indicated as being in-scope for the relevant
certification or report at
https://cloud.google.com/security/compliance/services-in-scope.
Google may not remove a Service from this URL unless
that Service has been discontinued in accordance with
the Agreement.

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

   - *EEA* means the European Economic Area.

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

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

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

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

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

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

   - *Instructions* has the meaning given in Section
5.2.1 (Partner’s Instructions).

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

   - *Notification Email Address* means the email
address(es) designated by Partner in the Admin Console
or Order Form to receive certain notifications from
Google. Partner is responsible for using the Admin
Console to ensure that its Notification Email Address
remains current and valid.

   - *Partner End Users* has the meaning given in
the Agreement or, if not such meaning is given, has the
meaning given to “End Users” in the Agreement.

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

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

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

   - *SCCs (EU Controller-to-Processor)* means the
terms at:
https://cloud.google.com/terms/sccs/eu-c2p

   - *SCCs (EU Processor-to-Controller)* means the
terms at:
https://cloud.google.com/terms/sccs/eu-p2c

   - *SCCs (EU Processor-to-Processor)* means the
terms at:
https://cloud.google.com/terms/sccs/eu-p2p

   - *SCCs (EU Processor-to-Processor, Google
Exporter)* means the terms at:
https://cloud.google.com/terms/sccs/eu-p2p-google-exporter

   - *SCCs (UK Controller-to-Processor)* means the
terms at:
https://cloud.google.com/terms/sccs/uk-c2p

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

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

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

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

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

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

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

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

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

3. Duration

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

4. Scope of Data Protection Law

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

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

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

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

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

5. Processing of Data

5.1 *Roles and Regulatory Compliance;
Authorization*.

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

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

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

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

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

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

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

b. Partner will immediately
forward to the relevant Customer and controller any notice
provided by Google under Sections 5.2.3 (Instruction
Notifications), 7.2.1 (Incident Notification), 9.2.1
(Responsibility for Requests), 11.4 (Opportunity to Object
to Subprocessor Changes) or that refers to any SCCs; and

c. Partner may:

i. request access for a
Customer or the relevant controller to the SOC Reports in
accordance with Section 7.5.3(a); and

ii. make available to a
Customer or the relevant controller any other information
made available by Google under Sections 10.5
(Supplementary Measures and Information), 10.7 (Data
Center Information) and 11.2 (Information about
Subprocessors).

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

5.2 *Scope of Processing.*

5.2.1 *Partner’s Instructions*. Partner instructs
Google to process Partner Personal Data only in accordance
with applicable law: (a) to provide, secure, and monitor
the Services and TSS; (b) as further specified via
Partner’s use of the Services (including the Admin Console
and other functionality of the Services) and TSS; (c) as
documented in the form of the Agreement (including these
Terms); and (d) as further documented in any other written
instructions given by Partner and acknowledged by Google
as constituting instructions for purposes of these Terms
(collectively, the “Instructions”).

5.2.2 *Google’s Compliance with Instructions*.
Google will comply with the Instructions unless prohibited
by European Law.

5.2.3 *Instruction Notifications*. Google will
immediately notify Partner if, in Google’s opinion: (a)
European Law prohibits Google from complying with an
Instruction; (b) an Instruction does not comply with
European Data Protection Law; or (c) Google is otherwise
unable to comply with an Instruction, in each case unless
such notice is prohibited by European Law. This Section
does not reduce either party’s rights and obligations
elsewhere in the Agreement.

6. Data Deletion

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

6.2* Return or Deletion at the end of the Term*.
If Partner wishes to retain any Partner Data after the end
of the Term, it may instruct Google in accordance with
Section 9.1 (Access; Rectification; Restricted Processing;
Portability) to return that data during the Term. Partner
instructs Google to delete all remaining Partner
Data(including existing copies) from Google’s systems at
the end of the Term in accordance with applicable law.
After a recovery period of up to 30 days from that date,
Google will comply with this Instruction as soon as
reasonably practicable and within a maximum period of 180
days, unless European Law requires storage.

7. Data Security

7.1 *Google’s Security Meas*ures, *Controls and
Assistance*.

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

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

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

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

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

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

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

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

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

7.2 *Data Incidents*.

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

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

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

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

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

7.3 *Partner's Security Responsibilities and
Assessment*.

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

a. using the Services and
Additional Security Controls to ensure a level of security
appropriate to the risk to the Partner Data;

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

c. backing up its Partner
Data as appropriate.

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

7.4 *Compliance Certifications and SOC Reports*.
Google will maintain at least the following for the
Audited Services in order to evaluate the continued
effectiveness of the Security Measures: (a) certificates
for ISO 27001, ISO 27017 and ISO 27018, and its PCI DSS
Attestation of Compliance (the “Compliance
Certifications”); and (b) SOC 2 and SOC 3 reports produced
by Google’s Third Party Auditor and updated annually based
on an audit performed at least once every 12 months (the
“SOC Reports”). Google may add standards at any time.
Google may replace a Compliance Certification or SOC
Report with an equivalent or enhanced alternative.

7.5 *Reviews and Audits of Compliance*.

7.5.1 *Reviews of Security Documentation*. Google
will make the Compliance Certifications and the SOC
Reports available for review by Partner to demonstrate
compliance by Google with its obligations under these
Terms.

7.5.2 *Partner’s Audit Rights*.

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

b. If Partner SCCs apply as
described in Section 10.3 (Restricted Transfers), Google
will allow Partner (or an independent auditor appointed by
Partner) to conduct audits as described in those SCCs and,
during an audit, make available all information required
by those SCCs, both in accordance with Section 7.5.3
(Additional Business Terms for Reviews and Audits).

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

7.5.3 *Additional Business Terms for Reviews and
Audits*.

a. Partner must send any
requests for reviews of the SOC 2 report under Section
5.1.2(c)(i) or 7.5.1, or audits under Section 7.5.2(a) or
7.5.2(b), to Google’s Cloud Data Protection Team as
described in Section 12 (Cloud Data Protection Team;
Processing Records).

b. Following receipt by
Google of a request under Section 7.5.3(a), Google and
Partner will discuss and agree in advance on: (i) the
reasonable date(s) of and security and confidentiality
controls applicable to any review of the SOC 2 report
under Section 5.1.2(c)(i) or 7.5.1; and (ii) the
reasonable start date, scope and duration of and security
and confidentiality controls applicable to any audit under
Section 7.5.2(a) or 7.5.2(b).

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

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

8. Impact Assessments and Consultations

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

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

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

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

9. Access etc.; Data Subject Rights; Data Export

9.1 *Access; Rectification; Restricted Processing;
Portability*. During the Term, Google will enable
Partner, in a manner consistent with the functionality of
the Services, to access, rectify and restrict processing
of Partner Data, including via the deletion functionality
provided by Google as described in Section 6.1 (Deletion
by Partner), and to export Partner Data. If
Partner becomes aware that any Partner Personal Data
is inaccurate or outdated, Partner will be responsible for
using such functionality to rectify or delete that data if
required by applicable European Data Protection Law.

9.2 *Data Subject Requests*.

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

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

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

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

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

10. Data Transfers

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

10.2 *Permitted Transfers*. The parties
acknowledge that European Data Protection Law does not
require SCCs or an Alternative Transfer Solution in order
for Partner Personal Data to be processed in or
transferred to an Adequate Country (“Permitted
Transfers”).

10.3 *Restricted Transfers*. If the processing of
Partner Personal Data involves any transfers that are not
Permitted Transfers, and European Data Protection Law
applies to those transfers (as certified by Partner under
Section 10.4 (Certification by Non-EMEA Partners) if its
billing address is outside EMEA) (“Restricted Transfers”),
then:

a. if Google announces its
adoption of an Alternative Transfer Solution for any
Restricted Transfers, then Google will ensure that they
are made in accordance with that Alternative Transfer
Solution; and/or

b. if Google has not adopted
an Alternative Transfer Solution for any Restricted
Transfers, then:

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

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

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

ii. if Google’s address is
not in an Adequate Country:

A. the SCCs (EU
Controller-to-Processor) and/or SCCs (EU
Processor-to-Processor) will apply (according to whether
Partner is a controller and/or processor) with respect to
Restricted Transfers between Partner and Google that are
subject to the EU GDPR and/or the Swiss FDPA; and

B. the SCCs (UK
Controller-to-Processor) will apply (regardless of whether
Partner is a controller and/or processor) with respect to
Restricted Transfers between Partner and Google that are
subject to the UK GDPR.

10.4 *Certification by Non-EMEA Partner*. If
Partner’s billing address is outside EMEA, and the
processing of Partner Personal Data is subject to European
Data Protection Law, Partner will certify as such, and
identify its competent Supervisory Authority, via the
Admin Console.

10.5 *Supplementary Measures and Information*.
Google will provide Partner with information relevant to
Restricted Transfers, including information about
Additional Security Controls and other supplementary
measures to protect Partner Personal Data:

a. as described in Section
7.5.1 (Reviews of Security Documentation);

b. in the documentation for
the Services, available at
https://cloud.google.com/docs;
and

c. in the Google Cloud Trust
and Security website, available at
https://cloud.google.com/security.

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

10.7 *Data Center Information*. Information about
the locations of Google data centers is available at:
https://cloud.google.com/about/locations/
(as may be updated by Google from time to time).

11. Subprocessors

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

11.2 *Information about Subprocessors*.
Information about Subprocessors, including their functions
and locations, is available at:
https://cloud.google.com/terms/subprocessors
(as may be updated by Google from time to time in
accordance with these Terms).

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

a. ensure via a written
contract that:

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

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

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

11.4 *Opportunity to Object to Subprocessor
Changes*.

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

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

12. Cloud Data Protection Team; Processing Records

12.1 *Google’s Cloud Data Protection Team*.
Google’s Cloud Data Protection Team will provide prompt
and reasonable assistance with any Partner queries related
to processing of Partner Personal Data under the
Agreement and can be contacted at
https://support.google.com/cloud/contact/dpo
(and/or via such other means as Google may provide from
time to time).

12.2 *Google’s Processing Records*. Google will
keep appropriate documentation of its processing
activities as required by the GDPR. To the extent the GDPR
requires Google to collect and maintain records of certain
information relating to Partner or Customers,
Partner will use the Admin Console to supply such
information and keep it accurate and up-to-date. Google
may make any such information available to the Supervisory
Authorities if required by the GDPR.

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

13. Interpretation

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

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

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

13.2 *Legacy MCCs*. The SCCs will, as of the
Transition Date, supersede and terminate any Model
Contract Clauses approved under Directive 95/46/EC and
previously entered into by Partner and Google LLC. The
“Transition Date” means: (a) if Partner’s billing address
is outside EMEA, and the processing of Partner Personal
Data is subject to European Data Protection Law, the
earlier of (i) the date on which Partner certifies as such
in accordance with Section 10.4 (Certification by Non-EMEA
Partners), and (ii) 27 October 2021; or (b) otherwise, 27
September 2021. Where Google LLC is not a party to the
Agreement, Google LLC will be a third party beneficiary of
this Section 13.2.

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

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

Appendix 1: Subject Matter and Details of the Data
Processing

*Subject Matter*

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

*Duration of the Processing*

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

*Nature and Purpose of the Processing*

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

*Categories of Data*

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

*Data Subjects*

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

Appendix 2: Security Measures

As from the Terms Effective Date, Google will implement
and maintain the Security Measures described in this
Appendix 2.

**1. Data Center and Network Security**

*(a) Data Centers.*

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

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

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

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

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

*(b) Networks and Transmission.*

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

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

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

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

   - employing intelligent detection controls at data entry
points; and

   - employing technologies that automatically remedy
certain dangerous situations.

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

*Encryption Technologies*. Google makes HTTPS
encryption (also referred to as SSL or TLS connection)
available. Google servers support ephemeral elliptic curve
Diffie-Hellman cryptographic key exchange signed with RSA
and ECDSA. These perfect forward secrecy (PFS) methods
help protect traffic and minimize the impact of a
compromised key, or a cryptographic breakthrough.

**2. Access and Site Controls**

*(a) Site Controls.*

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

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

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

(*b) Access Control*.

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

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

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

**3. Data**

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

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

**4. Personnel Security**

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

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

**5. Subprocessor Security**

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

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