March 24, 2022

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# Cloud Identity Terms of
Service

Last modified: March 24, 2022

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

★ If you:

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

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

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

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

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

**1. Provision of the Services.**

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

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

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

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

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

**1.4 Modifications.**

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

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

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

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

(i) is commercially reasonable;

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

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

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

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

**2. Payment Terms.**

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

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

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

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

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

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

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

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

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

**2.3 Taxes.**

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

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

**2.4 Payment Disputes.** Any payment disputes
must be submitted before the payment due date. If the parties
determine that certain billing inaccuracies are attributable to
Google, Google will not issue a corrected invoice, but will
instead issue a credit memo specifying the incorrect amount in
the affected invoice. If a disputed invoice has not yet been
paid, Google will apply the credit memo amount to the disputed
invoice and Customer will be responsible for paying the
resulting net balance due on that invoice. Nothing in this
Agreement obligates Google to extend credit to any party.

**2.5 Delinquent Payments; Suspension.** Late
payments may bear interest at the rate of 1.5% per month (or the
highest rate permitted by law, if less) from the payment due
date until paid in full. Customer will be responsible for all
reasonable expenses (including attorneys' fees) incurred by
Google in collecting such delinquent amounts. Further, if
Customer’s payment for the Services is overdue, Google may
Suspend the Services.

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

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

**3. Customer Obligations.**

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

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

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

**3.4 Additional Products.** Google makes optional
Additional Products available to Customer and its End Users. Use
of Additional Products is subject to the Additional Product
Terms. Customer can enable or disable Additional Products at any
time through the Admin Console.

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

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

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

**4. Suspension.**

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

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

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

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

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

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

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

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

**7. Confidential Information.**

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

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

**8. Term and Termination.**

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

**8.2 Renewal.**

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

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

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

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

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

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

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

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

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

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

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

**12. Limitation of Liability.**

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

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

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

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

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

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

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

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

**13. Indemnification.**

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

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

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

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

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

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

**13.5 Remedies.**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

**15. Miscellaneous.**

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

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

**15.3 Assignment.** Neither party may assign any
part of this Agreement without the written consent of the other,
except to an Affiliate where (a) the assignee has agreed in
writing to be bound by the terms of this Agreement, and (b) the
assigning party has notified the other party of the assignment.
Any other attempt to assign is void. If Customer assigns this
Agreement to an Affiliate in another jurisdiction such that
there is a change in the Google contracting entity as defined at
https://cloud.google.com/terms/google-entity:
(i) this Agreement is automatically assigned to the new Google
contracting entity; and (ii) if the Affiliate’s billing account
is in India or Brazil, the applicable terms of service linked
above, and not this Agreement, will apply from the moment of the
assignment.

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

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

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

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

**15.8 No Waiver.** Neither party will be treated
as having waived any rights by not exercising (or delaying the
exercise of) any rights under this Agreement.

**15.9 Severability.** If any part of this
Agreement is invalid, illegal, or unenforceable, the rest of the
Agreement will remain in effect.

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

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

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

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

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

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

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

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

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

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

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

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

**15.19 Definitions.**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   - "*Data Processing Amendment*" means the then-current
terms describing data protection and processing obligations
with respect to Customer Data, as stated at
https://workspace.google.com/terms/dpa_terms.html.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

**Asia Pacific - All regions**

Section 2.3 (Taxes) is replaced as follows:

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

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

**15.19 Definitions.**

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

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

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

**15.12  Governing Law;
Arbitration.**

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

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

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

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

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

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

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

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

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

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

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

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

**North America - United States**

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

A new Section 15.19 is added:

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

**Previous Versions**

Americas
(14 Jul 2021)

APAC
(14 Jul 2021)

EMEA - EEA
(14 Jul 2021)

EMEA - Non-EEA
(14 Jul 2021)

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