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# Cloud Data Processing
Addendum (Partners)

Last modified: September 20, 2022

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

View the current version

This Google Cloud Data Processing Addendum including
its appendices (“*Addendum*”) is incorporated into
the Agreement under which Google has agreed to provide
Google Cloud Platform (the “*Services*”) to
Partner. This Addendum was formerly known as the “Data
Processing and Security Terms”.

1. Commencement

This Addendum will be effective and replace any terms
previously applicable to the processing of Partner Data,
including any Data Processing and Security Terms, from the
Addendum Effective Date (as defined below).

2. Definitions

2.1 Capitalized terms used but not defined in this
Addendum have the meaning given to them in the Agreement:

   - *Account* has the meaning given in the Agreement
or, if no such meaning is given, means Partner’s Google
Cloud Platform account.

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

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

   - *Adequate Country *means:

(a) for data processed
subject to the EU GDPR: the EEA, or a country or territory
recognized as ensuring adequate protection under the EU
GDPR;

(b) for data processed
subject to the UK GDPR: the UK, or a country or territory
recognized as ensuring adequate protection under the UK
GDPR and the Data Protection Act 2018; and/or

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

in each case, other than on
the basis of an optional data protection framework.

   - *Alternative Transfer Solution* means a
solution, other than SCCs, that enables the lawful
transfer of personal data to a third country in
accordance with European Data Protection Law, for
example a data protection framework recognized as
ensuring that participating entities provide adequate
protection.

   - *Audited Services* means the then-current
Services indicated as being in-scope for the relevant
certification or report
at

https://cloud.google.com/security/compliance/services-in-scope.
Google may not remove any Services from this URL unless
those  Services have been discontinued in
accordance with the Agreement.

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

   - *EEA* means the European Economic Area.

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

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

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

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

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

   - *Google Cloud Platform* means the Google Cloud
Platform services described at

https://cloud.google.com/terms/services,
excluding any Third-Party Offerings.

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

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

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

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

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

   - *Partner Personal Data* means the personal
data contained within the Partner Data, including any
special categories of personal data defined under
European Data Protection Law.

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

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

   - *SCCs (Controller-to-Processor)* means the
terms
at:

https://cloud.google.com/terms/sccs/eu-c2p

   - *SCCs (Processor-to-Controller)* means the
terms
at:

https://cloud.google.com/terms/sccs/eu-p2c

   - *SCCs (Processor-to-Processor)* means the
terms
at:

https://cloud.google.com/terms/sccs/eu-p2p

*SCCs (Processor-to-Processor, Google Exporter)* means
the terms
at:

https://cloud.google.com/terms/sccs/eu-p2p-google-exporter

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

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

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

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

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

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

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

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

3. Duration

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

4. Scope of Data Protection Law

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

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

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

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

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

5. Processing of Data

5.1 *Roles and Regulatory Compliance; Authorization*.

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

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

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

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

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

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

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

b. Partner will immediately
forward to the relevant Customer and controller any notice
provided by Google under Sections 5.2.2 (Instruction
Notifications), 7.2.1 (Incident Notification), 9.2.1
(Responsibility for Requests), 11.4 (Opportunity to Object
to Subprocessor Changes) or that refers to any SCCs; and

c. Partner may:

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

ii. make available to the
relevant Customer and controller any other information
made available by Google under Sections 10.4
(Supplementary Measures and Information), 10.6 (Data
Center Information) and 11.2 (Information about
Subprocessors).

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

5.2 *Scope of Processing*.

5.2.1 *Compliance with Partner’s Instructions*.
Partner instructs Google to process Partner Data in
accordance with the Agreement (including this Addendum)
and applicable law only: (a) to provide, secure, and
monitor the Services and TSS; and (b) as further specified
via (i) Partner’s use of the Services (including the Admin
Console and other Services functionality) and TSS, and
(ii) any other written instructions given by Partner and
acknowledged by Google as constituting instructions under
this Addendum (collectively, the “*Instructions*”).
Google will comply with the Instructions unless prohibited
by European Law.

5.2.2 *Instruction Notifications*. Without
prejudice to Google’s obligations under Section 5.2.1
(Compliance with Partner’s Instructions) or any other
rights or obligations of either party under the Agreement,
Google will immediately notify Partner if, in Google’s
opinion: (a) European Law prohibits Google from complying
with an Instruction; (b) an Instruction does not comply
with European Data Protection Law; or (c) Google is
otherwise unable to comply with an Instruction, in each
case unless such notice is prohibited by European
Law.

6. Data Deletion

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

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

7. Data Security

7.1 *Google’s Security Measures, Controls and Assistance*.

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

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

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

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

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

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

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

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

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

7.2 *Data Incidents*.

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

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

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

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

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

7.3 *Partner’s Security Responsibilities and Assessment*.

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

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

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

c. backing up Partner Data as
appropriate.

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

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

7.5 *Reviews and Audits of Compliance*.

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

7.5.2 *Partner’s Audit Rights*.

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

b. If Partner SCCs apply as
described in Section 10.2 (Restricted European Transfers),
Google will allow Partner (or an independent auditor
appointed by Partner) to conduct audits as described in
those SCCs and, during an audit, make available all
information required by those SCCs, both in accordance
with Section 7.5.3 (Additional Business Terms for Reviews
and Audits).

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

7.5.3 *Additional Business Terms for Reviews and Audits*.

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

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

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

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

8. Impact Assessments and Consultations

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

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

b. providing the information
contained in the Agreement (including this Addendum); and

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

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

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

9.2 *Data Subject Requests*.

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

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

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

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

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

10. Data Transfers

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

10.2 *Restricted European Transfers*. The parties
acknowledge that European Data Protection Law does not
require SCCs or an Alternative Transfer Solution in order
for Partner Personal Data to be processed in or
transferred to an Adequate Country.  If Partner
Personal Data is transferred to any other country and
European Data Protection Law applies to the transfers (as
certified by Partner under Section 10.3 (Certification by
Non-EMEA Partners) if its billing address is outside EMEA)
(“*Restricted European Transfers*”), then:

a. if Google has adopted an
Alternative Transfer Solution for any Restricted European
Transfers, then Google will inform Partner of the relevant
solution and ensure that such Restricted European
Transfers are made in accordance with it; and/or

b. if Google has not adopted,
or informs Partner that Google is no longer adopting, an
Alternative Transfer Solution for any Restricted European
Transfers, then:

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

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

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

ii. if Google’s address is
not in an Adequate Country, the SCCs
(Controller-to-Processor) and/or SCCs
(Processor-to-Processor) will apply (according to whether
Partner is a controller and/or processor) with respect to
such Restricted European Transfers between Partner and
Google.

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

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

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

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

c. in the Google Cloud Trust
and Security website, available at

https://cloud.google.com/security.

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

10.6 *Data Center Information*. The locations
of Google data centers are described at

https://cloud.google.com/about/locations/.

11. Subprocessors

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

11.2 *Information about Subprocessors*. Names,
locations and activities of Subprocessors are described at

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

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

a. ensure via a written
contract that:

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

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

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

11.4 *Opportunity to Object to Subprocessor Changes*.

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

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

12. Cloud Data Protection Team; Processing Records

12.1 *Cloud Data Protection Team*. Google’s
Cloud Data Protection Team will provide prompt and
reasonable assistance with any Partner queries related to
processing of Partner Data under the Agreement and can be
contacted:

a. at

https://support.google.com/cloud/contact/dpo;
or

b. as described in the
Notices section of the Agreement.

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

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

13. Interpretation

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

a. this Addendum and the
remainder of the Agreement, this Addendum will prevail;
and

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

13.2 *Legacy UK SCCs*. The supplementary terms for
UK GDPR transfers in the SCCs will, as of 21 September
2022, supersede and terminate any standard contractual
clauses approved under the UK GDPR or Data Protection Act
2018 and previously entered into by Partner and Google.

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

13.4 *Customers*. For the avoidance of doubt,
Customers are not third party beneficiaries of this
Addendum.

Appendix 1: Subject Matter and Details of the Data
Processing

*Subject Matter*

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

*Duration of the Processing*

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

*Nature and Purpose of the Processing*

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

*Categories of Data*

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

*Data Subjects*

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

Appendix 2: Security Measures

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

**1. Data Center and Network Security**

*(a) Data Centers.*

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

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

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

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

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

(*b) Networks and Transmission.*

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

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

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

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

   - employing intelligent detection controls at data entry
points; and

   - employing technologies that automatically remedy
certain dangerous situations.

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

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

**2. Access and Site Controls**

*(a) Site Controls.*

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

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

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

*(b) Access Control.*

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

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

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

**3. Data**

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

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

**4. Personnel Security**

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

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

**5. Subprocessor Security**

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

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