October 13, 2025

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# Google Cloud
Terms of Service

Last modified: October 13, 2025

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

View the current version

New to Google Cloud? A quick overview of Google
Cloud’s online contracting can be found
here.

For translations of this Agreement into other languages, please
click on the appropriate link:

Bahasa Indonesia,

Deutsch,

Español (Latinoamérica),

Français,

Italiano,

Nederlands,

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한국어,

日本語

If you are accessing the Services as a customer of an unaffiliated
Google Cloud reseller, these terms will apply to you in relation to
your use of the Services (subject to the "Resold Customers" section of
the applicable Service Specific Terms). Notwithstanding the
applicability of these terms, if you fall under one of the exempt
categories described at

https://cloud.google.com/terms/direct-tos-exemptions
for the applicable Services, these terms do not apply to you, unless
you and Google agree otherwise in writing. If you become exempt from
these terms after the Effective Date, this will not affect any
liability arising between the parties prior to the date that you
become exempt.

If you signed an offline variant of this Agreement for use of the
Google Cloud Platform Services, Google Workspace Services, SecOps
Services, or Looker (original) Services under the same Google Cloud
Platform Services, Google Workspace, SecOps Services or Looker
(original) Services Account, the terms below do not apply to you,
and your offline terms govern your use of the applicable Services.

These Google Cloud Terms of Service (together,
the "Agreement") are entered into by Google and the entity
or person agreeing to these terms ("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 or otherwise agrees to 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 this Agreement, including the SLAs, and Customer
may use the Services, and integrate the GCP Services and Looker (original)
Services into any Customer Application that has material value independent
of the Services, in accordance with this Agreement. For clarity, Customer
may not integrate the Google Workspace Services or SecOps Services into
Customer Applications or create or host Customer Applications using the Google Workspace
Services or SecOps Services under this Agreement, and Customer may only integrate
Looker (original) Services into a Customer Application as provided in the
Service Specific Terms.

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

1.3 *Accounts; Verification to Use GWS 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 (including any keys for Google APIs) and for any use of its Account.
Google has no obligation to provide multiple accounts to Customer.

(b) *Verification to use GWS Services.*
Customer must verify a Domain Email Address or a Domain Name to use GWS
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 GWS Services and may delete the
Account without notice.

1.4 *Updates.*

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

(b) *To this Agreement.*
Subject to subsections (i) and (ii), Google may make updates to this
Agreement from time to time. Google will post any update to
this Agreement to
https://cloud.google.com/terms/. This subsection 1.4(b) does
not apply to updates to the URL Terms, which are governed by subsection
1.4(c) below.
(i) With respect to GCP Services and their
corresponding TSS, unless otherwise noted by Google, material updates to
this Agreement will become effective 30 days after they are posted.
Notwithstanding the preceding sentence, to the extent any updates apply
to new functionality or are required to comply with applicable law, they
will be effective immediately. If Customer does not agree to any update
to the Agreement regarding GCP or its TSS, Customer may stop using the
GCP Services or TSS. Customer may also terminate this Agreement for
convenience under Section 8.4 (Termination for Convenience). Customer's
continued use of the GCP Services or TSS after a material update will
constitute Customer's consent to such update.

(ii) With respect to GWS
Services, SecOpS Services, and Looker (original) Services, and their
respective corresponding TSS, material updates to this Agreement will only
take effect if and when Customer's Order Term renews.

(c) *To the URL Terms.
*Google may make commercially reasonable updates to the URL Terms from time
to time by posting any such update at the relevant URL Term. Unless otherwise
noted by Google, material updates to the URL Terms will become effective 30
days after they are posted. Notwithstanding the preceding sentence,
to the extent the updates apply to new functionality or the Cloud
Data Processing Addendum, or are required by applicable law, they
will be effective immediately.

(d) *To the Cloud Data Processing Addendum.
*Without limiting the generality of Section 1.4(c), Google may only update the Cloud Data Processing
Addendum where such update is required to comply with
applicable law or expressly permitted by the Cloud Data
Processing Addendum, or where such update:

(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 "Compliance with Customer’s Instructions" Section
of the Cloud Data Processing Addendum; and

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

(e) *Discontinuation of Services.*
Subject to the last sentence in this Section 1.4(e) (Discontinuation of
Services), Google will notify Customer at least 12 months before:
(i) discontinuing any Service (or associated material functionality) unless
Google replaces such discontinued Service or functionality with a materially
similar Service or functionality; or (ii) significantly modifying a
Customer-facing Google API in a backwards-incompatible manner. Nothing in
this Section 1.4(e) (Discontinuation of Services) limits Google's ability to
make changes required to comply with applicable law, address a material
security risk, or avoid a substantial economic or material technical burden.
This Section 1.4(e) (Discontinuation of Services) does not apply to
pre-general availability Services, offerings, or functionality. For GWS
Services, this Section 1.4(e) will only apply to Core Services and will not
apply to Other Services.

1.5 *Software.* If Google makes Software
available to Customer, including third-party software,
Customer's use of any Software is subject to the
applicable provisions in the Service Specific Terms.

**2. Payment Terms.**

2.1 *Billing.*

(a) *Billing Generally.*

Google will issue an electronic bill or
invoice to Customer for all Fees,
including, if applicable, Fees based on Customer's use of the Services
during the applicable Fee Accrual Period and any relevant Fees for TSS. If
Google reasonably determines based on evidence available to Google that
Customer is at risk of non-payment or that Customer’s Account is potentially
fraudulent, then Google may invoice or charge Customer more frequently.
Customer will pay all Fees in the currency stated in the bill or invoice.
If Customer pays by credit card, debit card, or other non-invoiced form of
payment, Customer will pay all Fees immediately at the end of the Fee
Accrual Period or when otherwise charged by Google. If Customer pays by
invoice, Customer will pay Google all invoiced amounts by the Payment Due
Date. For GCP Services and GWS Services, Customer may change its payment
method to any other method that Google may enable, subject to acceptance
by Customer of any additional terms applicable to that payment method.
Unless required by law, Customer's obligation to pay all Fees is
non-cancellable. For GCP Services, GWS Services, and Looker (original)
Services, Google's measurement tools will be used to determine Customer's
usage of the Services. Google has no obligation to provide multiple bills.
Payments made via wire transfer must include the bank information provided
by Google.

(b) *Billing Options for GWS Services*.
This subsection 2.1(b) applies only to GWS Services. Customer may elect one
of the billing options below or any other option offered by Google when
Customer places its order for the Services:

(i) *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.

(ii) *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.

2.2 *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.

2.3 *Payment Disputes & Refunds.* Any
payment disputes must be submitted in good faith before
the Payment Due Date. If Google, having reviewed the
dispute in good faith, determines that certain billing
inaccuracies are attributable to Google, Google will not
issue a corrected invoice, but will instead 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 a disputed
invoice and Customer will be responsible for paying the
resulting net balance due on that invoice. Refunds given
by Google for billing inaccuracies under this Section will
only be in the form of credit for the Services. Nothing in
this Agreement obligates Google to extend credit to any
party, and Google may revise or revoke any previously-extended credit at
any time.

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

2.5 *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).

2.6 *Price Revisions.* Google may change the Prices at any time
unless otherwise expressly agreed in an addendum or Order Form. For GWS
Services and Looker (original) Services only, (a) Google will notify
Customer at least 30 days in advance of any changes, and (b) Customer's
pricing will change if and when Customer's Order Term renews after the
30-day period. If Customer objects to any change in Prices, Customer may
terminate this Agreement for convenience under Section 8.4 (Termination for
Convenience).

**3. Customer Obligations.**

3.1 *Compliance.* Customer will (a) ensure
that Customer and its End Users' use of the Services
complies with this Agreement, (b) use commercially
reasonable efforts to prevent and terminate any
unauthorized 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
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) Google's
accessing, storing, and processing of data provided by
Customer (including Customer Data, if applicable) under
this 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 Google's prior
written approval; (v) to operate or enable any
telecommunications service or in connection with any
Customer Application that allows End Users to place calls
or to receive calls from any public switched telephone
network, unless otherwise described in the Service
Specific Terms; (vi) to place or receive emergency service calls via the GWS
Services, unless stated otherwise in the Service Specific Terms; (vii) for
materials or activities that are subject to the International Traffic in
Arms Regulations (ITAR) maintained by the United States Department of State;
(viii) in a manner that breaches, or causes the breach of, Export Control
Laws; or (ix) to transmit, store, or process health information subject to
United States HIPAA regulations except as permitted by an executed HIPAA BAA.

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

3.5 *Copyright.* Google responds to notices
of alleged copyright infringement and terminates the
Accounts of repeat infringers in appropriate circumstances
as required to maintain safe harbor for online service
providers under the U.S. Digital Millennium Copyright Act.

3.6 *Third-Party Content Enforcement (or GCP Services)*. If
Customer's primary use of the GCP Services is to host third-party content or
facilitate the sale of goods or services between third parties on its
platform, Customer will take the following steps to enforce compliance with
the AUP: (a) publish policies defining what content is prohibited on its
platform (e.g., illegal content); (b) maintain a publicly accessible method
(e.g., webform or email alias) to receive notices of violation of that
policy (in addition to a monitored communications channel for Google); and
(c) promptly review and address any such notices, and remove content where
appropriate.

3.7 *Additional Terms for GWS Services*. The following terms apply
only to GWS Services:

(a)* Additional Products and
Third-Party Offerings*. Optional Additional Products and Third-Party
Offerings may be available for use in conjunction with the Services, and
may be enabled or disabled through the Admin Console. Any use of
Additional Products is subject to the Additional Product Terms, which are
incorporated by reference into the Agreement and which may be updated by
Google from time to time. Any use of Third-Party Offerings is subject to
separate terms and policies with the relevant service provider.

(b)* Administration of GWS
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 (i) maintaining the confidentiality and security of the
End User Accounts and associated passwords and (ii) any use of the End User
Accounts. Customer agrees that Google’s responsibilities do not extend to
the internal management or administration of the GWS Services for Customer
or any End Users.

(c)* 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 GWS Services abuse.

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

4.3 *Generative AI Safety and Abuse for GCP Services.* Google uses
automated safety tools to detect abuse of Generative AI Services.
Notwithstanding the "Handling of Prompts and Generated Output" section
in the Service Specific Terms for GCP Services, if these tools detect potential abuse or
violations of Google’s
AUP or

Prohibited Use Policy, Google may log Customer prompts solely for the
purpose of reviewing and determining whether a violation has occurred. See
the

Abuse Monitoring documentation page for more information about how
logging prompts impacts Customer’s use of the GCP Services.

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

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

5.2 *Protection of Customer Data.* Google
will only access, use, and otherwise process Customer Data
in accordance with the Cloud Data Processing Addendum and
will not access, use, or process Customer Data for any
other purpose. Google has implemented and will maintain
technical, organizational, and physical measures to
protect Customer Data, as further described in the Cloud
Data Processing Addendum. If you are accessing the Services as a
customer of an unaffiliated Google Cloud reseller, this
Section 5.2 (Protection of Customer Data) is subject to the "Resold
Customers" section of the applicable Service Specific Terms.

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 GWS Services.* Google will
display within the GWS Services only those Customer Brand Features that
Customer authorizes by uploading them into the GWS 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 GWS Services
are provided by Google.

**6. Technical Support Services.**

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

6.2 *By Google.* Subject to payment of
applicable support Fees, Google 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 (a) for GCP Services, SecOps Services, and Looker Services,

https://cloud.google.com/skus, and (b) for GWS Services, at

https://workspace.google.com/terms/tssg.html.
If Customer downgrades its TSS level during any calendar
month, Google may continue to provide TSS at the same
level and for the same TSS Fees as applied 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 the recipient's rights and fulfill its
obligations under this 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 and its Affiliates'
employees, agents, subcontractors, 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 this Agreement is terminated as stated
in this Section 8 (Term and Termination).

8.2 *GWS Services Renewal.* The following terms apply only to
renewals of GWS Services:

(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 canceled 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
GWS 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 GWS 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.*

(a) *Termination of an Order Form.* Either party
may terminate an Order Form if the other party is in material breach of
this Agreement and fails to cure that breach within 30 days after receipt
of written notice.

(b) *Termination of this Agreement.* To the extent
permitted by applicable law, either party may terminate this Agreement
immediately on written notice if the other party is in material breach
of this Agreement and fails to cure that breach within 30 days after
receipt of written notice of the breach.

8.4 *Termination for GCP Services Inactivity.* Google
reserves the right to terminate the provision of GCP
Services to a Project upon 30 days' advance notice if, for
a period of 60 days (a) Customer has not accessed the
Admin Console or the Project has had no network activity
and (b) such Project has not incurred any Fees for such
Services.

8.5 *Termination for Convenience.* Customer may stop using the
Services at any time. Subject to any financial commitments in an Order Form
or addendum to this Agreement, 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. For purposes of GCP Services and TSS
only, Google may terminate this Agreement or any applicable Order Form for
its convenience at any time with 30 days' prior written notice to Customer.
For the avoidance of doubt, any termination of this Agreement by Google for
its convenience pursuant to the preceding sentence will not impact any active
GWS Services, SecOps Services, or Looker (original) Services Order Forms,
and this Agreement will continue to govern such GWS Services, SecOps
Services, or Looker (original) Services Order Forms, as applicable, until
their expiration or termination pursuant to this Agreement.

8.6 *Termination Due to Applicable Law; Violation
of Laws.* Google may terminate this Agreement
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.

8.7 *Effect of Termination or Non-Renewal.* Subject to the last
sentence of Section 8.5 (Termination for Convenience), if this Agreement
terminates, then all Order Forms also terminate. If this Agreement or an
Order Form is terminated or not renewed, then (a) all rights and access to
the Services (or in the case of termination of an Order Form, the applicable
Services) will terminate (including access to Customer Data, if applicable),
unless otherwise described in this Agreement or the Order Form, and (b) all
Fees owed by Customer to Google under this Agreement or Order Form, as
applicable, are immediately due upon Customer’s receipt of the final
electronic bill or as stated in the final invoice.

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

**9. Publicity.** Neither party may use the
other party’s Brand Features or issue, publish, or present a press release,
blog post, speech, social media post, or investor relations call or
announcement discussing Customer’s use of the Services or this Agreement
without the written consent of the other party, except
as expressly permitted in this Agreement. Subject to the preceding sentence,
Customer may state publicly that it is a Google Cloud customer and display
Brand Features in accordance with the Branding Guidelines. Google may use
Customer's name and Brand Features in online or offline promotional materials
of the Services. 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 this 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 this 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, noninfringement, or error-free or
uninterrupted use of the Services or Software; 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 this 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 this Agreement in connection with the GCP
Services, GWS Services, SecOps Services, or Looker (original) Services,
as applicable, is limited to the Fees Customer paid for such Services
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 or Software provided free of charge is limited
to $5,000.**

**12.3 *Unlimited Liabilities.* Nothing
in this 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 this 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 this 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 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).

13.3 *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 this Agreement, (b) a combination of the
indemnifying party's technology or Brand Features with
materials not provided by the indemnifying party under this
Agreement, unless the combination is required by this
Agreement, or (c) in the case of Google or any of its
Affiliates as the indemnifying party, any Services
provided to Customer free of charge.

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 alternative that has materially equivalent functionality.

(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 upon Customer request Google will
refund to Customer any unused prepaid Fees that Customer paid to Google for
use of the terminated Services.

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

**14. Miscellaneous.**

14.1 *Notices.* Under this 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.

14.2 *Emails.* The parties may use emails to
satisfy written approval and consent requirements under
this 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 Google
contracting entity.

14.4 *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.

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

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

14.8 *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.

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

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

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

14.12 *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 this 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 14.12(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.

14.13 *Amendments.* Except as stated in
Sections 1.4(b) (Updates: To this Agreement);
1.4(c) (Updates: To the URL Terms) or (d)
(Updates: To the Cloud Data Processing Addendum),
any amendment must be in writing, signed by both parties,
and expressly state that it is amending this Agreement.

14.14 *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 GWS Services), Section 7 (Confidential
Information), Section 8.7 (Effect of Termination or Non-Renewal), Section 11
(Disclaimer), Section 12 (Limitation of Liability), Section 13
(Indemnification), and Section 14 (Miscellaneous).

14.15 *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 URL Terms
are incorporated by reference into this Agreement. After
the Effective Date, Google may provide an updated URL in
place of any URL in this Agreement.

14.16 *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 Cloud Data
Processing Addendum, any applicable Order Form, the remainder of this Agreement
(excluding the URL Terms), and the URL Terms (excluding
the Cloud Data Processing Addendum).

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

14.18 *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. Unless otherwise
specified, all references to "$" in this Agreement refer to United
States dollars.

14.19 *Definitions.*

- "Account" means Customer's Google Cloud Platform, GWS Services, SecOps
Services, or Looker (original) Services account, as applicable.

- "Additional Products" means products, services, or applications
offered by Google or its Affiliates that are not incorporated into the
GWS Services but that may be accessible for use in conjunction with the
GWS Services.

- "Additional Product Terms" means, for GWS Services only, the
then-current terms stated at

https://workspace.google.com/terms/additional_services.

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

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

- "Administrators" mean the Customer-designated personnel who administer
the GWS 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.

- "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://cloud.google.com/terms/aup.

- "BAA" or "Business Associate Agreement" is an
amendment to this 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.

- "Branding Guidelines" means Google’s then-current
Google branding guidelines at

https://services.google.com/fh/files/misc/external_customer_co_branding_eligibility.pdf,
as may be updated by Google from time to time.

- "Cloud Data Processing Addendum" means the
then-current terms describing data processing and
security obligations with respect to Customer Data, as
described at

https://cloud.google.com/terms/data-processing-addendum.

- "Confidential Information" means information that
one party (or an Affiliate) discloses to the other
party under or in connection with 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.

- "Core Services" means, for GWS Services only, the then-current
"Core Services" as described at

https://workspace.google.com/intl/en/terms/user_features/,
excluding any Third-Party Offerings.

- "Customer Application" means a software program that Customer
creates or hosts using the GCP Services or Looker (original) Services,
as applicable.

- "Customer Data" means (a) for GCP Services, Looker (original) Services,
and SecOps Services, data provided to Google by Customer or End Users
through the Services under the Account, and data that Customer or End
Users derive from that data through their use of the Services; and (b)
for GWS Services, data submitted, stored, sent or received via the
Services by Customer or its End Users.

- "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, including
at

https://cloud.google.com/docs/ and any Looker (original) user guides
and manuals Google provides Customer for its internal use.

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

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

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

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

- "Fee Accrual Period" means (a) a calendar month or other period or
billing frequency (b) for GCP Services only, a period in which Customer
reaches a designated spend threshold, in each case specified by Google
in the Admin Console or in an Order Form.

- "Fees" means the applicable fees for each Service,
Software, TSS, and Third-Party Offerings, plus any applicable Taxes. The Fees
for each GCP Service are stated at

https://cloud.google.com/skus/ (incorporated
into this Agreement by this reference).

- "GCP Services" or "Google Cloud Platform Services" means
the then-current services described at

https://cloud.google.com/terms/services.

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

- "GWS Services" or "Google Workspace Services" means the then-current
Core Services and Other Services. For the avoidance of doubt, GWS
Services do not include Google Workspace for Education, which is not
governed by this Agreement.

- "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 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.

- "Looker (original) Services" means the integrated business intelligence
and embedded analytics platform (including the software components that
connect to APIs) provided as either a deployment hosted by Google or a
deployment hosted by Customer, as specified in the applicable Order Form.
For clarity, Looker Studio and Looker (Google Cloud core) are GCP Services
and are not Looker (original) Services.

- "Notification Email Address" means the email
address(es) designated by Customer in the Admin
Console, or if none exists, the applicable Order Form.

- "Order Form" means (a) an order form, statement of work,
or other ordering document issued by Google under this Agreement
and executed by Customer and Google; or (b) an order placed
by Customer via a Google website or the Services, in each case
specifying the Services Google will provide to Customer.

- "Order Term" means the period of time starting on the
Services Start Date for the Services and continuing for
the period indicated on the Order Form unless terminated
in accordance with this Agreement.

- "Other Services" means, for GWS Services only, the then-current
"Other Services" as described at

https://workspace.google.com/intl/en/terms/user_features/,
excluding any Third-Party Offerings.

- "Payment Due Date" means the payment due date set
out in the applicable Order Form, or if not specified, 30 days
from the invoice date.

- "Project" means, as applicable:
(i) a collection of Google Cloud
Platform resources configured by Customer via the GCP Services; or

(ii) an instance of the SecOps Services
configured and used by Customer.

- "SecOps Services" means the then-current services
described at

https://cloud.google.com/terms/secops/services.

- "Service Specific Terms" means, as applicable:
(i) For GCP Services, the then-current terms
specific to one or more Services stated at

cloud.google.com/terms/service-terms;

(ii) For GWS Services, the
then-current terms specific to one or more services stated at

https://workspace.google.com/terms/service-terms/;

(iii) For SecOps Services,
the then-current terms specific to one or more Services stated at

https://cloud.google.com/terms/secops/service-terms; and

(iv) For Looker (original) Services, the
then-current terms specific to one or more Services stated at

https://cloud.google.com/terms/looker/legal/customers/service-terms.

- "Services" means the GCP Services, GWS Services, SecOps Services,
or Looker (original) Services, as applicable. In each case, Services
exclude any Third-Party Offerings.

- "Services Start Date" means either the start date described in the
Order Form or, in the absence of any such date, the date Google
makes the Services available to Customer.

- "SLA" means, as applicable:
(i) For GCP Services, each of the then-current service level agreements at

https://cloud.google.com/terms/sla;

(ii) For GWS Services, the
then-current service level agreement at

https://workspace.google.com/terms/sla/;

(iii) For SecOps Services, each of the then-current service level
agreements at

https://cloud.google.com/terms/secops/sla; and

(iv) For Looker (original) Services, each
of the then-current service level agreements at

https://cloud.google.com/terms/looker/legal/customers/sla.

- "Software" means any downloadable tools, software development
kits, or other such computer software provided by Google in connection
with the applicable Services, and any updates Google may make to such Software
from time to time, excluding any 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 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 Offerings" means (a) third-party
services, software, products, and other offerings that
are not incorporated into the Services or Software,
(b) offerings identified in the "Third-Party Terms"
section of the applicable Service Specific Terms, and (c)
third-party operating systems.

- "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).

- "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 available at, as applicable:
(i) For GCP Services, SecOps
Services, and Looker (original) Services,

https://cloud.google.com/terms/tssg/; and

(ii) For GWS Services,

https://workspace.google.com/terms/tssg.html.

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

**15. Regional Modifications.** Customer agrees that the
modifications described at

https://cloud.google.com/terms/regional-modifications, or a
successor URL, as may be updated from time to time, apply to the Agreement
if Customer’s billing address is in the applicable region and will govern
to the extent of any conflict with the remainder of the Agreement.

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