September 24, 2021

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# Data Processing and
Security Terms (Partners)

Last modified: September 24, 2021

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

View the current version

These Data Processing and Security Terms, including their
appendices (the “*Terms*”) are incorporated into the
agreement under which Google has agreed to provide Google
Cloud Platform (as described at
https://cloud.google.com/terms/services)
and related technical support to Partner (the
“*Agreement*”).

#### 1. Commencement

These Terms will be effective and replace any previously
applicable data processing and security terms from the Terms
Effective Date (as defined below).

#### 2. Definitions

2.1 Capitalized terms defined in the Agreement apply to these
Terms. In addition, in these Terms:

   - *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 that is the
subject of an adequacy decision by the Commission under Article
45(1) of the EU GDPR;

(b) for data processed subject to
the UK GDPR: the UK or a country or territory that is the
subject of the adequacy regulations under Article 45(1) of the
UK GDPR and Section 17A of the Data Protection Act 2018;
and/or

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

   - *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.

   - *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 a Service from this URL unless that
Service has 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’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
(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.

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

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

   - *SCCs (EU Controller-to-Processor)* means the terms
at:
https://cloud.google.com/terms/sccs/eu-c2p

   - *SCCs (EU Processor-to-Controller)* means the terms
at:
https://cloud.google.com/terms/sccs/eu-p2c

   - *SCCs (EU Processor-to-Processor)* means the terms
at:
https://cloud.google.com/terms/sccs/eu-p2p

   - *SCCs (EU Processor-to-Processor, Google Exporter)*
means the terms at:
https://cloud.google.com/terms/sccs/eu-p2p-google-exporter

   - *SCCs (UK Controller-to-Processor)* means the terms
at:
https://cloud.google.com/terms/sccs/uk-c2p

*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 these Terms 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 Terms 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.

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

   - *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 these Terms 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,
these Terms will remain in effect until, and automatically
expire when, Google deletes all Partner Data as described
in these Terms.

#### 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
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 Terms*. Except to the extent these
Terms state otherwise, these Terms 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 5.2.3 (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 a Customer or
the relevant controller to the SOC Reports in accordance with
Section 7.5.3(a); and

ii. make available to a Customer or
the relevant controller any other information made available by
Google under Sections 10.5 (Supplementary Measures and
Information), 10.7 (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 *Partner’s Instructions*. Partner instructs Google
to process Partner Personal Data only in accordance with
applicable law: (a) to provide, secure, and monitor the Services
and TSS; (b) as further specified via Partner’s use of the
Services (including the Admin Console and other functionality of
the Services) and TSS; (c) as documented in the form of the
Agreement (including these Terms); and (d) as further documented
in any other written instructions given by Partner and
acknowledged by Google as constituting instructions for purposes
of these Terms (collectively, the “Instructions”).

5.2.2 *Google’s Compliance with Instructions*. Google
will comply with the Instructions unless prohibited by European
Law.

5.2.3 *Instruction Notifications*. 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.
This Section does not reduce either party’s rights and
obligations elsewhere in the Agreement.

#### 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 at the end of the Term*. 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 Meas*ures, *Controls and
Assistance*.

7.1.1 *Google’s Security Measures*. Google will
implement and maintain technical and organizational 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 personal data; to help ensure
ongoing confidentiality, integrity, availability and resilience
of Google’s systems and services; to help restore timely access
to personal 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 Personal 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 Personal 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 these Terms); 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 Customer's
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
Customers use to access the Services; and

c. backing up its 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 its 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 these Terms.

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 these Terms 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 10.3 (Restricted 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 these
Terms 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 these Terms); 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 to 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 *Permitted 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
(“Permitted Transfers”).

10.3 *Restricted Transfers*. If the processing of
Partner Personal Data involves any transfers that are not
Permitted Transfers, and European Data Protection Law applies to
those transfers (as certified by Partner under Section 10.4
(Certification by Non-EMEA Partners) if its billing address is
outside EMEA) (“Restricted Transfers”), then:

a. if Google announces its adoption
of an Alternative Transfer Solution for any Restricted
Transfers, then Google will ensure that they are made in
accordance with that Alternative Transfer Solution; and/or

b. if Google has not adopted an
Alternative Transfer Solution for any Restricted Transfers,
then:

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

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

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

ii. if Google’s address is not in
an Adequate Country:

A. the SCCs (EU
Controller-to-Processor) and/or SCCs (EU Processor-to-Processor)
will apply (according to whether Partner is a controller and/or
processor) with respect to Restricted Transfers between Partner
and Google that are subject to the EU GDPR and/or the Swiss
FDPA; and

B. the SCCs (UK
Controller-to-Processor) will apply (regardless of whether
Partner is a controller and/or processor) with respect to
Restricted Transfers between Partner and Google that are subject
to the UK GDPR.

10.4 *Certification by Non-EMEA Partner*. 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.

10.5 *Supplementary Measures and Information*. Google
will provide Partner with information relevant to Restricted
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.

10.6 *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.

10.7 *Data Center Information*. Information about the
locations of Google data centers is available at:
https://cloud.google.com/about/locations/
(as may be updated by Google from time to time).

#### 11. Subprocessors

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

11.2 *Information about Subprocessors*. Information
about Subprocessors, including their functions and locations, is
available at:
https://cloud.google.com/terms/subprocessors
(as may be updated by Google from time to time in accordance
with these Terms).

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 these Terms); and

ii. if the processing of Partner
Personal Data is subject to European Data Protection Law, the
data protection obligations described in these Terms (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 and location of
the relevant subprocessor and the activities it will perform).

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 *Google’s 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 Personal Data under the Agreement and can be
contacted at
https://support.google.com/cloud/contact/dpo
(and/or via such other means as Google may provide from time to
time).

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 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. these Terms and the remainder of
the Agreement, these Terms will prevail; and

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

13.2 *Legacy MCCs*. The SCCs will, as of the Transition
Date, supersede and terminate any Model Contract Clauses
approved under Directive 95/46/EC and previously entered into by
Partner and Google LLC. The “Transition Date” means: (a) if
Partner’s billing address is outside EMEA, and the processing of
Partner Personal Data is subject to European Data Protection
Law, the earlier of (i) the date on which Partner certifies as
such in accordance with Section 10.4 (Certification by Non-EMEA
Partners), and (ii) 27 October 2021; or (b) otherwise, 27
September 2021. Where Google LLC is not a party to the
Agreement, Google LLC will be a third party beneficiary of this
Section 13.2.

13.3 *No Modification of SCCs*. Nothing in the Agreement
(including these Terms) 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 these Terms.

#### 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 the
Terms.

*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 the
Terms.

*Categories of Data*

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

#### Appendix 2: Security Measures

As from the Terms 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 an electronic card key and biometric 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*.

I*nfrastructure 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 personal
data. Google designs its systems to (i) only allow authorized
persons to access data they are authorized to access; and (ii)
ensure that personal 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 these Terms, the Subprocessor is
required to enter into appropriate security, confidentiality and
privacy contract terms.

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