September 20, 2022

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# Cloud Identity Terms
of Service

Last modified: September 20, 2022

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

View the current version

★ If you:

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

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

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

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

https://cloud.google.com/terms/service-terms
.

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

https://cloud.google.com/terms/google-entity
.

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

**1. Provision of the Services.**

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

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

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

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

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

**1.4 Modifications.**

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

**(b) To the Agreement.** Google may change
the terms of this Agreement from time to time and will
post any such changes at

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

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

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

(i) is commercially reasonable;

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

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

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

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

**2. Payment Terms.**

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

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

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

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

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

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

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

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

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

**2.3 Taxes.**

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

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

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

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

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

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

**3. Customer Obligations.**

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

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

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

**3.4 Additional Products.** Google makes
optional Additional Products available to Customer and its
End Users. Customer can enable or disable Additional
Products at any time 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.

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

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

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

**4. Suspension.**

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

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

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

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

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

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

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

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

**7. Confidential Information.**

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

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

**8. Term and Termination.**

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

**8.2 Renewal.**

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

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

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

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

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

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

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

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

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

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

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

**12. Limitation of Liability.**

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

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

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

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

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

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

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

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

**13. Indemnification.**

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

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

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

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

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

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

**13.5 Remedies.**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

**15. Miscellaneous.**

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

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

**15.3 Assignment.** Neither party may
assign any part of this Agreement without the written
consent of the other, except to an Affiliate where (a) the
assignee has agreed in writing to be bound by the terms of
this Agreement, and (b) the assigning party has notified
the other party of the assignment. Any other attempt to
assign is void. If Customer assigns this Agreement to an
Affiliate in another jurisdiction such that there is a
change in the Google contracting entity as defined at
https://cloud.google.com/terms/google-entity
,
then this Agreement is automatically assigned to the new
Google contracting entity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

**15.19 Definitions.**

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

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

   - "*Additional Product Terms*" means the
then-current terms stated at

https://workspace.google.com/intl/en/terms/additional_services.html
.

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

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

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

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

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

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

   - "*AUP*" means the then-current acceptable use
policy for the Services stated at

https://workspace.google.com/intl/en/terms/use_policy.html
.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   - "*Prices*" means the then-current applicable
prices for the Services described at

https://support.google.com/cloudidentity/answer/7666159

(incorporated into the Agreement by this reference),
unless otherwise agreed in an addendum or Order Form.
Prices do not include Taxes.

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

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

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

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

   - "*Service Specific Terms*" means the
then-current terms specific to one or more Services
stated at

https://cloud.google.com/terms/identity/service-terms
.

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

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

   - "*Services Summary*"** **means the
then-current description set out at

https://cloud.google.com/terms/identity/user-features.html
.

   - "*SLA*" means the then-current service level
agreement(s) applicable to “Cloud Identity Covered
Services” as defined and described at

https://cloud.google.com/terms/identity/sla.html
.

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

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

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

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

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

   - "*Trademark Guidelines*" means Google's
then-current Guidelines for Third Party Use of Google
Brand Features at

https://www.google.com/permissions/guidelines.html
.

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

   - "*TSS Guidelines*" means Google's then-current
guidelines for technical support services applicable to
the Cloud Identity - Premium edition of the Services
only, as stated at

https://cloud.google.com/terms/identity/tssg.html
.

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

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

**Asia Pacific - All regions**

Section 2.3 (Taxes) is replaced as follows:

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

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

**15.19 Definitions.**

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

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

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

**15.12  Governing Law; Arbitration.**

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

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

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

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

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

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

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

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

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

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

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

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

**Europe, Middle East and Africa - Algeria, Bahrain, Jordan, Kuwait, Libya, Mauritania, Morocco, Oman, Palestine, Qatar, Tunisia, Yemen, Egypt, Israel, United Arab Emirates and Lebanon**

A new Section 8.8 is added as follows:

**8.8 No requirement for Court Order.** Both parties
acknowledge and agree that a court order will not be
required to give effect to any termination or amendment of
the Agreement or to give effect to any other section of
the Agreement.

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

**15.12 Governing Law; Arbitration.**

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

(b) The parties will try in good faith to settle any
Dispute within 30 days after the Dispute arises. If the
Dispute is not resolved within 30 days, it must be
resolved by arbitration under the Arbitration Rules of the
London Court of International Arbitration (LCIA)
("Rules"), which Rules are deemed to be incorporated by
reference to this Section.

(c) The parties will mutually select one arbitrator. The
arbitration will be conducted in English and the place and
the legal seat of the arbitration will be the Dubai
International Financial Center, DIFC, Dubai UAE.

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

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

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

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

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

**North America - United States**

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

A new Section 15.19 is added:

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

**Previous Versions**

Americas
14 Jul 2021

APAC
14 Jul 2021

EMEA - EEA
(14 Jul 2021)

EMEA - Non-EEA
(14 Jul 2021)

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