November 2, 2020

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# Google Cloud Platform
Terms of Service - India Billing Accounts

Last modified: November 02, 2020

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

Google Cloud Platform Agreement

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

These Google Cloud Platform Terms of Service ("ToS") are
pursuant to the Agreement entered into by Google Cloud
India Private Limited ("GCI") and the person agreeing to
these terms ("Customer") and is effective as of the date
Customer clicks to accept the Agreement (the "Effective
Date"). This ToS governs Customer's access to and use of
the Services.

If you are accepting on behalf of Customer, you represent
and warrant that: (i) you have full legal authority to
bind your employer, or the applicable entity, to these
terms and conditions; (ii) you have read and understand
this ToS; and (iii) you agree, on behalf of the party that
you represent, to this ToS. Capitalized terms not defined
in this ToS have the meanings given to those terms in the
Agreement.

1. **Provision of
Services**.

1.1 *Services
Use*. During the Term, Google will provide the
Services in accordance with the ToS, including the SLAs,
and Customer may use the Services, and integrate the
Services into any Application that has material value
independent of the Services, in accordance with the ToS.

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

1.3 *Modifications*.

(a) *To the
Services*. Google may make commercially reasonable
updates 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.

(b) *To the ToS*.
Google may make changes to this ToS (and any linked
documents) from time to time. Unless otherwise noted by
Google, material changes to the ToS will become effective
30 days after they are posted, except to the extent the
changes apply to new functionality in which case they will
be effective immediately. Google will provide at least 90
days' advance notice for materially adverse changes to any
SLAs by either: (i) sending an email to the Notification
Email Address (ii) posting a notice in the Admin Console;
or (iii) posting a notice to the applicable SLA webpage.
If a Customer does not agree to the revised ToS, Customer
may stop using the Services. This ToS is coterminous along
with the agreement. Customer may also terminate this ToS
for convenience under Section 8.4 (Termination for
Convenience). Customer's continued use of the Services
after such material change will constitute Customer's
consent to such changes. Google will post any modification
to this ToS
to https://cloud.google.com/terms.

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

(i) is commercially
reasonable;

(ii) does not result in a
degradation of the overall security of the Services;

(iii) does not expand the
scope of or remove any restrictions on Google's processing
of Customer Personal Data, as described in Section 5.2
(Scope of Processing) of the Data Processing and Security
Terms; and

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

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

(d) *Discontinuation
of Services*. Google will notify Customer at least
12 months before discontinuing any Service (or associated
material functionality) unless Google replaces such
discontinued Service or functionality with a materially
similar Service or functionality. Further, Google will
notify Customer at least 12 months before significantly
modifying a Customer-facing Google API in a
backwards-compatible manner. Nothing in this Section
1.4(d) (Discontinuation of Services) limits Google’s
ability to make changes required to comply with applicable
law, address a material security risk, or to avoid a
substantial economic or material technical burden. This
Section 1.4(d) (Discontinuation of Services) does not
apply to pre-general availability Services, offerings, or
functionality.

1.4 *Software*.
Google may make Software available to Customer, including
third-party software. Customer shall be allowed to use the
Software solely in connection with Customer's use of the
Services. Some Software may be subject to third party
license terms, which Customer shall abide by. In the event
of a conflict between this Services Schedule and any third
party license terms, the third party license terms will
prevail with respect to such third party Software.

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

**2. Customer
Obligations.**

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

2.2 *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, if applicable) under the ToS.

2.3 *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 (and
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 Applications, Accounts, or Projects to
simulate or act as a single Application, Account, or
Project (respectively)) or to circumvent Service-specific
usage limits or quotas; (iv) to engage in cryptocurrency
mining without Google's prior written approval; (v) to
operate or enable any telecommunications service or in
connection with any Application that allows Customer End
Users to place calls or to receive calls from any public
switched telephone network, unless otherwise described 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.

2.4 *Documentation*. Google may provide
Documentation for Customer's use of the Services.

2.5 *Copyright*.
Google provides information to help copyright holders
manage their intellectual property online, but Google
cannot determine whether something is being used legally
without input from the copyright holders. Google will
respond to notices of alleged copyright infringement and
may terminate repeat infringers in appropriate
circumstances as required to maintain safe harbor for
online service providers under the U.S. Digital Millennium
Copyright Act. If Customer believes a person or entity is
infringing Customer's or its End User's copyrights and
would like to notify Google, Customer can find information
about submitting notices, and Google's policy about
responding to notices,
at http://www.google.com/dmca.html.

**3. Suspension.**

3.1 *AUP
Violations*. If Google becomes aware that Customer's
or any Customer End User's use of the Services violates
the AUP, Google will give Customer notice of the violation
by requesting 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.

3.2 *Other
Suspension*. Notwithstanding Section 3.1 (AUP
Violations), Google may immediately Suspend all or part of
Customer's use of the Services if: (a) it believes
Customer's or any Customer 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 believes it is required to Suspend
immediately to comply with applicable law; or (d) Customer
is in breach of Section 2.3 (Restrictions). Google will
lift any such Suspension when the circumstances giving
rise to the Suspension have been resolved. At Customer's
request, unless prohibited by applicable law, Google will
notify Customer of the basis for the Suspension as soon as
is reasonably possible.

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

4.1 *Intellectual
Property Rights*. Except as expressly stated in this
ToS, this ToS 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 Customer Applications and Google owns all
Intellectual Property Rights in the Services and Software.

4.2 *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 and will not use it
for any other Google products, services, or advertising.
Google has implemented and will maintain administrative,
physical, and technical safeguards to protect Customer
Data, as further described in the Data Processing and
Security Terms.

4.3 *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.

4.4* Benchmarking*. Customer may conduct
benchmark tests of the Services (each a "Test"). Customer
may only publicly disclose the results of such Tests if it
(a) obtains Google's prior written consent, (b) provides
Google all necessary information to replicate the Tests,
and (c) allows Google to conduct benchmark tests of
Customer's publicly available products or services and
publicly disclose the results of such tests.
Notwithstanding the foregoing, Customer may not do either
of the following on behalf of a hyperscale public cloud
provider without Google’s prior written consent: (i)
conduct (directly or through a third party) any Test of
the Services, or (ii) disclose the results of any such
Test.

5. *Disclaimer*. **Except as
expressly provided for in the ToS, to the fullest extent
permitted by applicable law, Google (a) does not make
any warranties of any kind, whether express, implied,
statutory, or otherwise, including warranties of
merchantability, fitness for a particular use, title,
noninfringement, or error-free or uninterrupted use of
the Services or Software and (b) makes no representation
about content or information accessible through the
Services.**

**6. Limitation of
Liability.**

**6.1 *Limitation on Indirect
Liability*. To the extent permitted by applicable
law and subject to Section 6.3 (Unlimited Liabilities),
neither party will have any Liability arising out of or
relating to the ToS for any (a) indirect, consequential,
special, incidental, or punitive damages or (b) lost
revenues, profits, savings, or goodwill.**

**6.2 *Limitation on Amount of
Liability*. Each party's total aggregate Liability
for damages arising out of or relating to the ToS is
limited to the Fees Customer paid to GCI under the
Agreement during the 12 month period before the event
giving rise to Liability under this ToS.**

**6.3 *Unlimited Liabilities*. Nothing
in the ToS 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.**

**7. Indemnification.**

7.1 *Google
Indemnification Obligations*. Google will defend
Customer and its Affiliates participating under the ToS
("Customer Indemnified Parties"), 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 infringes the
third party's Intellectual Property Rights.

7.2 *Customer
Indemnification Obligations*. Customer will defend
Google and its Affiliates participating under this ToS and
indemnify them against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising from
(a) any Application, Project, 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 2.3
(Restrictions).

7.3 *Exclusions*.
Sections 7.1 (Google Indemnification Obligations) and 7.2
(Customer Indemnification Obligations) will not apply to
the extent the underlying allegation arises from (a) the
indemnified party's breach of the ToS or (b) a combination
of the indemnifying party's technology or Brand Features
with materials not provided by the indemnifying party
under the ToS, unless the combination is required by the
ToS.

7.4 *Conditions*.
7.1 (Google Indemnification Obligations) and 7.2 (Customer
Indemnification Obligations) are conditioned on the
following:

(a) The indemnified party
must promptly notify the indemnifying party in writing of
any allegation(s) that preceded the Third-Party Legal
Proceeding and cooperates reasonably with the indemnifying
party to resolve the allegation(s) and Third-Party Legal
Proceeding. If breach of this Section 7.4(a) prejudices
the defense of the Third-Party Legal Proceeding, the
indemnifying party's obligations under Section 7.1 (Google
Indemnification Obligations) or 7.2 (Customer
Indemnification Obligations) (as applicable) will be
reduced in proportion to the prejudice.

(b) The 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.

7.5 *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 7.5(a) are commercially
reasonable, then Google may Suspend or terminate
Customer's use of the impacted Services.

7.6 *Sole Rights and
Obligations*. Without affecting either party's
termination rights, this Section 7 (Indemnification)
states the parties' sole and exclusive remedy only rights
and obligations under this Agreement for any third-party
allegations of Intellectual Property Rights infringement
covered by this Section 7 (Indemnification).

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

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

**10. Governing
Law**. ALL CLAIMS ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY
CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS
RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR
STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE
PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

**11. Definitions.**

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

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

- "Application" means a software program that Customer
creates or hosts using the Services.

- "AUP" means the then-current acceptable use policy
for the Services
stated: http://cloud.google.com/terms/aup.

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

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

- "Customer End Users" means data provided to Google
by Customer or End Users through the Services under
the Account.

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

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

- "Google API" means any application programming
interface provided by Google as part of the Services.

- "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 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 and its Affiliates by a court of
competent jurisdiction.

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

- "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.

- "Project" means collection of Google Cloud Platform
resources configured by Customer via the Services.

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

- "Services" means the then-current services as set
forth
at https://cloud.google.com/terms/services.
Services do not include Third-Party Offerings.

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

- "Software" means any downloadable tools, software
development kits or other such computer software
provided by Google in connection with the Services,
and any updates Google may make to such Software from
time to time. Software does not include Third-Party
Offerings.

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

- "Third-Party Offerings" means (a) third-party
services, software, products, and other offerings that
are not incorporated into the Services or Software and
(b) offerings identified in the "Third-Party Terms"
section of the Service Specific Terms.

- "TSS" means the then-current technical support
service provided by Google to Customer under the TSS
Guidelines.

- "TSS Guidelines" means Google's technical support
services guidelines then in effect for the Services.
TSS Guidelines are
at https://cloud.google.com/terms/tssg (under
Google Cloud Platform Services).

Google Cloud Platform Services Agreement

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

GCI is appointed by Google Asia Pacific Pte Ltd
("Google"), as a non-exclusive reseller of the Services
(as defined below) in India. This Agreement is effective
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.

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

**1. The
Services.**

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

*1.2 Accounts*.
Customer must have an Account 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 for any use of its Account. GCI has no obligation to
provide multiple accounts to Customer.

1.3 *Modifications*.

(a) *To the
Agreement*. GCI may make commercially reasonable
changes to this Agreement, including pricing (and any
linked documents) from time to time. Unless otherwise
noted by GCI, material changes to the Agreement will
become effective 30 days after they are posted, except to
the extent the changes apply to new functionality in which
case they will be effective immediately. GCI will provide
at least 90 days' advance notice for materially adverse
changes to any SLAs by (i) sending an email to the
Notification Email Address (ii) posting a notice in the
Admin Console; or (iii) posting a notice to the applicable
SLA webpage. If a Customer does not agree to the revised
Agreement, please stop using the Services. Customer may
also terminate this Agreement for convenience under
Section 8.4 (Termination for Convenience). Customer's
continued use of the Services after such material change
will constitute Customer's consent to such changes.

**2. Payment
Terms.**

2.1 *Online
Billing*. At the end of the applicable Fee Accrual
Period or as otherwise stated by GCI in the Admin Console,
GCI will issue an electronic bill to Customer for all
charges based on Customer's use of the Services during the
applicable Fee Accrual Period (including, if any, the
relevant Fee for TSS stated in the Fees definition below).
Customer will pay all Fees in the currency stated in the
invoice. If Customer elects to pay by credit card, debit
card, or other non-invoiced form of payment, GCI will
charge (and Customer will pay) all Fees immediately at the
end of the Fee Accrual Period. If Customer elects to pay
by invoice (and GCI agrees), all Fees are due as stated in
the invoice. Customer's obligation to pay all Fees is
non-cancellable. GCI's measurement of Customer's use of
the Services is final. GCI has no obligation to provide
multiple bills. Payments made via wire transfer must
include the bank information provided by GCI.

2.2 *Taxes*.

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

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

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

2.3 *Invoice Disputes
& Refunds*. Any invoice disputes must be
submitted before the payment due date. If the parties
determine that certain billing inaccuracies are
attributable to GCI, GCI will not issue a corrected
invoice, but will instead issue a credit memo specifying
the incorrect amount in the affected invoice. If the
disputed invoice has not yet been paid, GCI will apply the
credit memo amount to the disputed invoice and Customer
will be responsible for paying the resulting net balance
due on that invoice. To the fullest extent permitted by
law, Customer waives all claims relating to Fees unless
claimed within 60 days after the invoice date. Refunds (if
any) are at GCI'S discretion and will only be in the form
of credit for the Services. Nothing in this Agreement
obligates GCI to extend credit to any party.

2.4 *Delinquent
Payments; Suspension*. Late payments may bear
interest at the rate of 1.5% per month (or the highest
rate permitted by law, if less) from the payment due date
until paid in full. Customer will be responsible for all
reasonable expenses (including attorneys' fees) incurred
by GCI in collecting such delinquent amounts. If Customer
is late on payment for the Services, GCI may Suspend the
Services and / or terminate the Agreement for breach under
Section 8.2 (Termination for Breach).

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

**3. Customer
Obligations.**

3.1 *Compliance*.
Customer 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 GCI of any unauthorized use of, or
access to, the Services, Account, or Customer's password
of which Customer becomes aware. GCI reserves the right to
investigate any potential violation of the AUP by
Customer, which may include reviewing Customer
Applications, Customer Data, or Projects.

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) GCI's accessing, storing, and processing
of data provided by Customer (including Customer Data, if
applicable) 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 Applications, Accounts, or
Projects to simulate or act as a single Customer
Application, Account, or Project (respectively)) or to
circumvent Service-specific usage limits or quotas ; (iv)
to engage in cryptocurrency mining without GCI or its
Affiliates prior written approval; (v) to operate or
enable any telecommunications service or in connection
with any Customer Application that allows Customer End
Users to place calls or to receive calls from any public
switched telephone network, unless otherwise described 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 *Documentation*. GCI or Google may provide
Documentation for Customer's use of the Services.

**4. Suspension.**

4.1 *AUP
Violations*. If GCI or its Affiliates becomes aware
that Customer's or any Customer End User's use of the
Services violates the AUP, GCI or its Affiliates will give
Customer notice of the violation by requesting that
Customer correct the violation. If Customer fails to
correct the violation within 24 hours of Google's request,
then GCI through Google may Suspend all or part of
Customer's use of the Services until the violation is
corrected.

4.2 *Other
Suspension*. Notwithstanding Section 4.1 (AUP
Violations) GCI may, through Google, immediately Suspend
all or part of Customer's use of the Services if: (a) it
believes Customer's or any Customer 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) GCI believes it is required to Suspend
immediately to comply with applicable law; or (d) Customer
is in breach of Section 3.3 (Restrictions). GCI will lift
any such Suspension when the circumstances giving rise to
the Suspension have been resolved. At Customer's request,
unless prohibited by applicable law, GCI will notify
Customer of the basis for the Suspension as soon as is
reasonably possible.

**5. Intellectual
Property Rights; Feedback; Benchmarking.**

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 Customer Applications, and GCI's
Affiliates own all Intellectual Property Rights in the
Services and Software.

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

5.3 *Benchmarking*. Customer may conduct
benchmark tests of the Services (each a "Test"). Customer
may only publicly disclose the results of such Tests if it
(a) obtains Google's prior written consent, (b) provides
Google all necessary information to replicate the Tests,
and (c) allows Google to conduct benchmark tests of
Customer's publicly available products or services and
publicly disclose the results of such tests.
Notwithstanding the foregoing, Customer may not do either
of the following on behalf of a hyperscale public cloud
provider without Google's prior written consent: (i)
conduct (directly or through a third party) any Test of
the Services or (ii) disclose the results of any such
Test.

**6. Technical
Support Services.**

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

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

**7. Confidential
Information.**

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

7.2 *Required
Disclosure*. Notwithstanding any provision to the
contrary in this Agreement, the recipient may also
disclose Confidential Information to the extent required
by applicable Legal Process; provided that the recipient
uses commercially reasonable efforts to: (a) promptly
notify the other party of such disclosure before
disclosing; 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; and/or (c) lead to death or serious
physical harm to an individual.

**8. Term and
Termination.**

8.1 *Agreement
Term*. The "Term" of this Agreement will begin on
the Effective Date and continue until the Agreement is
terminated as stated in this Section 8 (Term and
Termination).

8.2 *Termination for
Breach*. Either party may terminate this Agreement
if: (a) the other party is in material breach of the
Agreement or the ToS and fails to cure that breach within
30 days after receipt of written notice or; (b) the other
party ceases its business operations or becomes subject to
insolvency proceedings and the proceedings are not
dismissed within 90 days.

8.3 *Termination for
Inactivity*.

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

8.4 *Termination for
Convenience*. Customer may stop using the Services
at any time. Customer may terminate this Agreement for its
convenience at any time on prior written notice and upon
termination, must cease use of the applicable Services.
GCI may terminate this Agreement for its convenience at
any time with 30 days' prior written notice to Customer.

8.5 *Effect of
Termination*. If the Agreement is terminated, then:
(a) all rights and access to the Services will terminate
(including access to Customer Data, if applicable), unless
otherwise described in this Agreement and (b) all Fees
owed by Customer to GCI are immediately due upon receipt
of the final electronic bill.

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

**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 and regulations applicable to
its provision, receipt or use, of the Services, as
applicable.

11. *Disclaimer.* **Except as
expressly provided for in the Agreement, to the fullest
extent permitted by applicable law, GCI (a) does not
make any warranties of any kind, whether express,
implied, statutory, or otherwise, including warranties
of merchantability, fitness for a particular use, title,
noninfringement, or error-free or uninterrupted use of
the Services or Software and (b) makes no representation
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*. Each party's total aggregate Liability
for damages arising out of or relating to the Agreement
is limited to the Fees Customer paid during the 12 month
period before the event giving rise to
Liability.**

**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 *Customer
Indemnification Obligations*. Customer will defend
GCI and indemnify it against Indemnified Liabilities in
any Third-Party Legal Proceeding to the extent arising
from (a) any Application, Project, 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).

13.2 *GCI
Indemnification Obligations*. Subject to Section
13.4 (Conditions), GCI will defend Customer ("Customer
Indemnified Parties") and indemnify them against
Indemnified Liabilities in any Third-Party Legal
Proceeding to the extent arising from an Allegation that
any Service or any GCI or Google Brand Feature infringes
the third party's Intellectual Property Rights.

13.3 *Exclusions*. Sections 13.1 (Customer
Indemnification Obligations) and 13.2 (GCI 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 (Customer
Indemnification Obligations) and 13.2 (GCI Indemnification
Obligations) are conditioned on the following:

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

(b) The 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 GCI reasonably
believes the Services might infringe a third party's
Intellectual Property Rights, then GCI through Google or
its Affiliates may, at its sole option (i) expense 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 GCI or Google as the
case may be, does not believe the remedies in Section
13.5(a) are commercially reasonable, then GCI (through
Google) may Suspend or terminate Customer's use of the
impacted Services.

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

**14. Miscellaneous.**

14.1 *Notices*.
GCI will provide notices under the Agreement to Customer
by sending an email to the Notification Email Address.
Customer will provide notices under the Agreement to GCI
by sending an email
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.

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

14.3 *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,
this Agreement is automatically assigned to the new GCI
contracting entity.

14.4 *Change of
Control*. If a party experiences a change of Control
(for example, through a stock purchase or sale, merger, or
other form of corporate transaction) that party will give
written notice to the other party within thirty days after
the change of Control.

14.5 *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.

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

14.7 *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.

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

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

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

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

14.12 *Amendments*. Except as stated in
Section 1.3(a) (Modifications: To the Agreement), any
amendment must be in writing, signed by both parties, and
expressly state that it is amending this Agreement.

14.13 *Survival*.
The following Sections will survive expiration or
termination of this Agreement: Section 2 (Payment Terms),
Section 5 (Intellectual Property Rights; Feedback;
Benchmarking), Section 7 (Confidential Information),
Section 8.5 (Effect of Termination), Section 11
(Disclaimer), Section 12 (Limitation of Liability),
Section 13 (Indemnification), and Section 14
(Miscellaneous).

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

14.15 *Conflicting
Terms*. If there is a conflict between the documents
that make up this Agreement, the documents will control in
the following order: the Data Processing and Security
Terms, the ToS, the Agreement, and the terms at any URL.

14.16 *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.

14.17 *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.

14.18 *No Third-Party
Beneficiaries*. The Agreement does not confer any
rights or benefits to any third party unless it expressly
states that it does.

14.19 *Definitions*.

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

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

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

- "AUP" means the then-current acceptable use policy
for the Services stated
at http://cloud.google.com/terms/aup.

- "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 which is marked as
confidential or would normally under the circumstances
be considered confidential information. It does not
include information that is independently developed by
the recipient, is rightfully given to the recipient by
a third party without confidentiality obligations, or
becomes public through no fault of the recipient.
Subject to the preceding sentence, Customer Data is
considered Customer's Confidential Information.

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

- "Customer Application" means a software program that
Customer creates or hosts using the Services.

- "Customer Data" means data provided to GCI and its
Affiliates by Customer or End Users through the
Services under the Account.

- "Customer End Users" means an individual that the
Customer permits to use the Services or a Customer
Application. For clarity, End Users may include
employees of Customer Affiliates and other third
parties.

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

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

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

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

- "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 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 and its Affiliates by a court of
competent jurisdiction.

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

- "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.

- "Project" means a collection of Google Cloud
Platform resources configured by Customer via the
Services.

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

- "Services" means the services as set forth
at https://cloud.google.com/terms/services.
Services do not include Third-Party Offerings.

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

- "Software" means any downloadable tools, software
development kits or other such computer software
provided by Google in connection with the Services,
and any updates Google may make to such Software from
time to time. Software does not include Third-Party
Offerings.

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

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

- "Term" has the meaning set forth in Section 8 (Term
and Termination) of this Agreement.

- "Third-Party Offerings" means (a) third-party
services, software, products, and other offerings that
are not incorporated into the Services or Software and
(b) offerings identified in the "Third-Party Terms"
section of the Service Specific Terms.

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

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

- "TSS" means the then-current technical support
service provided by Google to Customer under the TSS
Guidelines.

- "TSS Guidelines" means Google's technical support
services guidelines then in effect for the Services.
TSS Guidelines
are https://cloud.google.com/terms/tssg (under
Google Cloud Platform Services).

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