Service Specific Terms

(i) AI/ML Data Location; and

(ii) Assured Workloads Data Location.

3. General Software Terms. The following terms apply to all Software:

a. License. Google grants Customer a royalty-free (unless otherwise stated by Google), non-exclusive, non-sublicensable, non-transferable license during the Term to reproduce and use the Software ordered by Customer on systems owned, operated, or managed by or on behalf of Customer in accordance with (i) the Agreement, and (ii) if applicable, the Scope of Use. Customer may authorize its and its Affiliates' employees, agents, and subcontractors (collectively, “Software Users”) to use the Software in accordance with this subsection. Customer may make a reasonable number of copies of the Software for back-up and archival purposes. For clarity, Software does not constitute Services.

b. Compliance With Scope of Use. Within 30 days of Google's reasonable written request, Customer will provide a detailed written report describing its usage in accordance with the applicable Scope of Use of each Software product used by Customer and its Software Users during the requested period. If requested, Customer will provide reasonable assistance and access to information to verify the accuracy of Customer’s Software usage report(s).

c. Other Warranties and Compliance. Each party represents and warrants that it will comply with all laws applicable to its provision or use of the Software. Customer will: (i) ensure that Customer and its Software Users' use of the Software complies with the Agreement (including the Scope of Use) and the restrictions in the Agreement applying to Customer's use of the Services; (ii) use commercially reasonable efforts to prevent and terminate any unauthorized access to or use of the Software; and (iii) promptly notify Google of any unauthorized access to or use of the Software of which Customer becomes aware.

d. Open Source or Third Party Terms. If the Software contains open source or third-party components, those components may be subject to separate license agreements, which Google will make available to Customer. Customer is solely responsible for complying with the terms of any third parties from which Customer elects to migrate its workloads onto the Services, and represents and warrants that such third-party sources permit the use of Software to migrate applications away from such sources.

e. Termination. On termination or expiration of the Agreement, Customer will stop using all Software and delete all copies.

4. Premium Software Terms. The following terms apply only to Premium Software:

b. Software Warranty.

(i) Google warrants to Customer that for one year from its delivery, Premium Software will perform in material conformance with the applicable Documentation. This warranty will not apply if (A) Customer does not notify Google of the non-conformity within 30 days after Customer first discovers it, (B) Customer modifies Premium Software or uses it in violation of the Agreement, or (C) the non-conformity is caused by any third-party hardware, software, services, or other offerings or materials, in each case not provided by Google.

(ii) If Google breaches this warranty, then Google will, in its discretion, repair or replace the impacted Premium Software at no additional charge. If Google does not believe that repairing or replacing would be commercially reasonable, then Google will notify Customer and (A) Customer will immediately cease use of the impacted Premium Software and (B) Google will refund or credit any prepaid amounts for the impacted Premium Software and Customer will be relieved of any then-current commitment to pay for future use of the impacted Premium Software. Without limiting the parties’ termination rights, this subsection states Customer’s sole remedy for Google’s breach of the warranty in this Section (Software Warranty).

c. Software Indemnification. Google’s Intellectual Property Rights infringement indemnity obligations under the Agreement apply to Premium Software, and Customer’s indemnity obligations under the Agreement with respect to Customer’s use of the Services apply to Customer’s use of Premium Software. In addition to any other indemnity exclusions in the Agreement, Google’s indemnity obligations will not apply to the extent the underlying allegation arises from modifications to Premium Software not made by Google or use of versions of Premium Software that are no longer supported by Google.

d. Technical Support. Unless otherwise specified by Google, Google will make TSS available for Premium Software, in accordance with the TSS Guidelines, for an additional charge.

e. Compliance. Premium Software may transmit to Google metering information reasonably necessary to verify that use of the Premium Software complies with the Scope of Use. Customer will not disable or interfere with the transmission of such metering information.

f. Updates and Maintenance. During the Term, Google will make available to Customer copies of all current versions, updates, and upgrades of Premium Software, promptly upon general availability, as described in the Documentation. Unless otherwise stated in the Documentation, Google will maintain the current release of Premium Software and the two versions immediately preceding the current release, including by providing reasonable bug fixes and security patches. Maintenance for any Premium Software may be discontinued with one year’s notice from Google, except Google may eliminate maintenance for a version and require upgrading to a maintained version to address a material security risk or when reasonably necessary to avoid an infringement claim or comply with applicable law.

5. Pre-GA Offerings Terms.

b. Disclaimer. PRE-GA OFFERINGS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND. Pre-GA Offerings (i) may be changed, suspended or discontinued at any time without prior notice to Customer and (ii) are not covered by any SLA or Google indemnity. Except as otherwise expressly indicated in a written notice or Google documentation, (A) Pre-GA Offerings are not covered by TSS, and (B) the Data Location Section above will not apply to Pre-GA Offerings.

c. Liability. Notwithstanding anything to the contrary in any other limitation of liability Section in the Agreement,with respect to Pre-GA Offerings, Google will not be liable for any amounts in excess of the lesser of (i) the limitation on the amount of liability stated in the Agreement or (ii) $25,000. Nothing in the preceding sentence will affect any exclusions from any limitation of liability in the Agreement with respect to the following: (A) death or personal injury resulting from negligence, (B) fraud or fraudulent misrepresentation, (C) infringement of the other party’s Intellectual Property Rights, or (D) matters for which liability cannot be excluded or limited under applicable law.

d. Data Processing. Except as otherwise expressly indicated in a written notice or Google documentation, no data processing terms (including the Cloud Data Processing Addendum) apply to Pre-GA Offerings and Customer should not use Pre-GA Offerings to process personal data or other data subject to legal or regulatory compliance requirements.

e. Termination. Either party may terminate Customer's use of a Pre-GA Offering at any time with written notice to the other party.

f. EU Data Act Exclusion. Google has no obligations under Chapter VI of the EU Data Act or the EU Data Act Terms below in respect of Pre-GA Offerings.

6. Google-Managed Multi-Cloud.

b. Admin Console. The Google-Managed MCS may not be available through the Admin Console. 

c. MCS Third-Party Provider Relationship. 

(i) To make use of the Google-Managed MCS, Customer must maintain an independent agreement, account and billing relationship with the applicable MCS Third-Party Provider. The Agreement does not obligate Google or the MCS Third-Party Provider to provide the MCS Third-Party Provider’s services that are necessary for the Customer to use the Google-Managed MCS. 

(ii) If the MCS Third-Party Provider makes a change to its services or terms, and Google reasonably concludes that its provision of the Google-Managed MCS is no longer commercially feasible as a result of the change, Google may immediately Suspend all or part of Customer's use of the impacted Google-Managed MCS, or make any other discontinuance or backwards-incompatible change necessary to continue to provide the Google-Managed MCS. To the extent Google may Suspend or modify the Google-Managed MCS as set forth in this Section, the Google-Managed MCS are not subject to the Sections of the Agreement covering discontinuance and backwards-incompatible changes.

d. Liability. Notwithstanding anything to the contrary in the Agreement (except subject to any unlimited liabilities expressly stated in the Agreement), to the maximum extent permitted by law, each party’s total aggregate Liability for damages arising out of or relating to the Google-Managed MCS is limited to the greater of (i) the Fees Customer paid for the Google-Managed MCS during the 12-month period before the event giving rise to liability and (ii) $25,000.

e. Disclaimer. Notwithstanding anything to the contrary in the Agreement, the Google-Managed MCS are not (i) covered by any SLA, unless specifically identified under the terms of the SLA, (ii) subject to any obligations for Google to provide termination or transition assistance or other technical assistance after Suspension or termination, and (iii) subject to any business continuity or disaster recovery commitments.

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

8. Trials. Certain Services may be made available to Customer on a trial basis ("Free Trial") subject to parameters and any Scope of Use, as presented in a Fees URL, Admin Console, Documentation, or otherwise. Use of a Free Trial indicates Customer’s acceptance of any such parameters. If Customer is a government entity and is offered a Free Trial: (a) Customer represents and warrants that: (i) it is permitted to accept the Free Trial, (ii) its use of the Free Trial is not prohibited by applicable law or regulation, including any applicable anti-bribery, ethics, or conflict of interest rules and laws, and (iii) its use of the Free Trial will not prevent Google from bidding on, or otherwise participating in, other potential contracts issued by the government entity or its related bodies; (b) Customer may only use the Free Trial for official government purposes; and (c) Google has no expectation of payment or favorable treatment by offering the Free Trial.

10. PGSSI-S. Customer will comply with France's General Security Policy for Health Information Systems (PGSSI-S) to the extent applicable.

11. APIs and non-Google cloud services. Certain APIs and non-Google cloud services accessible through the Admin Console have separate terms or privacy policies. Notwithstanding any reference to the Google Cloud Terms of Service or the Google Cloud Privacy Notice in the Admin Console, the API-specific terms and privacy policies will apply to Customer’s use of those APIs or services.

12. Resource Fields Data. Data included in Project Name, Project ID, or other resource fields do not constitute Customer Data. Do not include confidential, sensitive, or personally identifiable information in these fields.

14. Resold Customers. This Section 14 (Resold Customers) applies only if (a) Customer orders Google Cloud Platform Services from a Reseller under a Reseller Agreement (such Services, “Resold Services”) and (b) Customer has a direct agreement with Google to provision those Resold Services.

a. Additional Definitions.

“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 issued by a Reseller and executed by Customer and the Reseller specifying the Services Customer is ordering from the Reseller.

b. Applicable Terms. For the purposes of Resold Services:

(i) The Section of the Agreement entitled “Payment Terms” will not apply, nor will any provisions in the applicable Service Specific Terms relating to billing, invoicing, or payment;

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

(iii) Google will provide to Customer the Resold Services described in the Reseller Order to the extent that there is a valid and binding order for such Services between Google and Reseller;

(iv) Customer will receive any applicable SLA credits or monetary refunds described in this Agreement from Reseller only (and Customer must notify Reseller if Google fails to meet any SLA);

(v) Notwithstanding Google’s support obligations in the TSS Guidelines, Google will not provide any support to Customer unless (A) Customer orders TSS from Google directly or (B) Reseller orders TSS from Google on behalf of Customer, and such TSS entitlement requires Google to provide TSS directly to Customer. All other support (if any) will be provided to Customer by Reseller in accordance with the Reseller Agreement, subject to Section 14(e) (Reseller Technical Support);

(vi) Customer acknowledges that access to the Services may be Suspended if at any time Reseller or Customer fails to maintain a billing account linked to Customer’s Account;

(vii) In the event of termination of this Agreement, Google will send Reseller (and not Customer) the final invoice (if applicable) for payment obligations related to Resold Services. Customer will notify (A) Reseller of any termination of this Agreement and (B) Google of any termination of the Reseller Agreement;

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

(ix) If Reseller fails to pay an undisputed invoice for Resold Services to Google due to Customer's failure to pay Reseller, Google may Suspend Customer's access to the Services;

(x) To the extent that any Customer Data is under Reseller's organizational resource, then notwithstanding anything to the contrary in this Agreement (including the Cloud Data Processing Addendum):

(A) the Cloud Data Processing Addendum will not apply with respect to the processing and security of such Customer Data;

(B) Google will only access, use, and otherwise process such Customer Data in accordance with the separate agreement between Google and Reseller (including its then-current terms describing data processing and security of “Partner Data” as defined by that agreement) and will not access, use, or process such Customer Data for any other purpose; and

(C) the consents and notices for which Customer is responsible under the section of this Agreement titled “Privacy” or “Consents” must also permit accessing, storing, and processing of Customer Data as described in subsection (B) above.

(xi) The Google Cloud Platform Services require linking to the Reseller's billing account in order to be billed by the Reseller. Customer acknowledges and agrees that, (A) if Google’s agreement with the Reseller or Customer’s Reseller Agreement is terminated or expires, then the Services will no longer be linked to the Reseller’s billing account, and (B) unless any such Services used by Customer are linked to the Reseller’s billing account, such Services will (x) not constitute Resold Services (and therefore not be subject to this Section 14 (Resold Customers)), and (y) be regarded as Services ordered directly from Google and accordingly, despite the terms of the Reseller Agreement (including the fees agreed between Customer and Reseller), Customer will be required to pay Fees to Google for such Services, in accordance with the terms of this Agreement.

(xiii) “Order Term,” as it is used in this Agreement, means the period of time starting on the Services Start Date or the renewal date (as applicable) for the Resold Services and continuing until the expiration or termination of the applicable Reseller Order; and

(xiv) “Services Start Date,” as it is used in this 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; and

c. Liability Cap. For the purposes of the section of the Agreement titled “Limitation on Amount of Liability”, where the event giving rise to Liability is a breach of this Agreement or otherwise arises in connection with the Resold Services, “Fees” as it is used in that Section means “Reseller Fees”. If Customer or Google brings a claim under the Agreement, then, for the purposes of establishing the Liability cap under the section of the Agreement titled “Limitation on Amount of Liability”, upon Google's request, Customer will (i) promptly disclose to Google the amount of any Reseller Fees paid or payable under the Reseller Agreement; (ii) consent to Reseller disclosing such amount to Google, notwithstanding Reseller's confidentiality obligations under the Reseller Agreement; and (iii) procure any consents necessary to enable Customer's or Reseller's disclosure under this Section 14(c) (Liability Cap). Subject to the section of the Agreement titled “Unlimited Liabilities”, Google will not be liable for damages under this Agreement to the extent Customer has claimed damages from Reseller in respect of the same event or series of events.

d. Sharing Confidential Information. Google may share Customer Confidential Information with Reseller as a Delegate subject to the section of the Agreement titled “Confidentiality” or “Confidential Information”.

e. Reseller-Customer Relationship. At Customer’s discretion, Reseller may access Customer’s Account. As between Google and Customer, Customer is solely responsible for (i) any access by Reseller to Customer's Account; (ii) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Resold Services; and (iii) verifying whether data provided to Google by Customer or End Users through the Resold Services under the Account, and data that Customer or End Users derive from that data through their use of the Resold Services, will be under Customer’s or Reseller’s organizational resource. Google will not have any Liability arising out of a Reseller’s (A) suspension or termination of Customer’s access to the Services; (B) access to and visibility of Customer’s Account and Customer’s Account’s billing-related metadata; or (C) offering or provisioning of Reseller or third party products or services.

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

15. Customer Data. Except to the extent expressly described in the Agreement or required by applicable law, Customer is responsible for all Customer Data, including securing and maintaining all applicable rights required for Customer’s use of Customer Data.

16. EU Data Act Terms.

a. Additional Definitions. For purposes of this Section (EU Data Act Terms):

“Completion Notice” has the meaning given in Section 16(g) (Switching Initiation and Process) and takes effect as described in that Section.

“Customer Account Information” means information that is provided by Customer when creating the Account for use with the Google DP Service(s).

"Customer Configurations" means configurations and settings (including service and security settings for data) that are applied by Customer within the Google DP Service(s).

“Customer Defined Attributes” means resource identifiers, attributes and other data labels that are applied by Customer within the Google DP Service(s).

“Data” has the meaning given by the EUDA.

“Data Processing Service” (or “DP Service”) has the meaning given by the EUDA.

“Data Recovery Period” means the period of at least 30 calendar days from the end of the Migration Period until termination of the Agreement or withdrawal of Customer’s Exit Notice under Section 16(g)(ii), as applicable in accordance with Section 16(g) (Switching Initiation and Process).

“Digital Assets” has the meaning given by the EUDA.

“EUDA” means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828.

“Exit Notice” has the meaning given in Section 16(e) (Customer’s Decision).

“Exportable Data” has the meaning given by the EUDA (notwithstanding references to specific articles of the EUDA in the EUDA definition).

e. CA Software. In the course of using GCVE, Customer may have access to copies of the CA Software. Customer agrees that Customer will maintain the appropriate entitlements to use the CA Software (e.g., licenses from CA, Inc. to use the CA Software outside of GCVE).

f. Licensing Portability Customers. If Customer is using a GCVE SKU that supports CA Software licensing portability (as described in the Documentation), then Customer will (i) purchase an entitlement to the CA Software from CA, Inc. or a reseller of CA, Inc., and (ii) comply with all applicable sections of its agreement governing such purchase. Customer acknowledges and agrees that if Customer purchases such entitlements, then Google may restrict Customer’s access to GCVE upon instruction from CA, Inc., in which case (A) Google will have no liability to Customer (including no responsibility to return pre-paid Fees) for such restrictions and (B) Customer will still be responsible for all GCVE financial commitments.

g. Prepaid 3-Year Committed Units. Partners purchasing prepaid 3-year Committed Unit(s) (as defined in “Pricing and Billing Terms” below) for GCVE on or after July 18, 2024 may not use those Committed Unit(s) to make any multi-tenant CA, Inc. interfaces available to multiple customers.

h. Aria Suite. If Customer is using the “Aria Suite” in a self-managed capacity as part of Customer’s use of GCVE, Customer acknowledges and agrees that installation, configuration, maintenance, and security patching for the Aria Suite is Customer’s sole responsibility. Customer will ensure that the environment is maintained and patched in a timely manner after receiving patches and other updates from Google, including from a security standpoint (e.g., critical security patches). Further, Customer will enable Google to provide the support required for any use of Aria Suite. Google will not be responsible for any liability that ensues from Customer’s failure to comply with this Section.

i. VMware Cloud Universal Program (“VMware Universal”). VMware, Inc. (“VMware”) and VMware partners sell credits through VMware Universal that may be applied towards GCVE in accordance with Customer’s agreement with VMware. Customer’s purchase and use of GCVE through VMware Universal is subject to the Agreement and the following terms.

(i) The Agreement’s payment terms will not apply, and all fees will be payable to VMware and determined solely between VMware and Customer.

(ii) Data Sharing with VMware.

(A) Google may share with VMware information regarding Customer’s use of GCVE and Google Cloud Platform. 

(B) Customer acknowledges that, to the extent Customer provides any data to VMware in connection with GCVE, VMware may share such data with Google to the extent reasonably required to provide GCVE (including technical support) and administer VMware Universal.

(C) If Customer brings a claim under the Agreement related to GCVE, Customer acknowledges that VMware may disclose to Google the fees or other amounts paid or payable by Customer to VMware for GCVE, and any other terms of the agreement between Customer and VMware regarding GCVE or either party’s performance under that agreement.

(iii) Remedies. Customer will seek any applicable SLA credits and monetary remedies described in the Agreement from VMware (and will not do so from Google).

(iv) Support. Google will provide technical support to Customer in accordance with the Agreement. Support fees for GCVE may be charged by VMware to Customer.

(v) Financial Commitments. If Customer has made financial commitments in an Order Form or addendum to the Agreement, then Google may apply Customer's GCVE consumption (at a rate determined by Google), or a portion of the applicable fees Google receives from VMware, to those commitments.

j. Termination. Customer agrees that if Customer materially breaches either (i) this Section or (ii) any other provision of the Agreement with respect to GCVE, then Google may, at its discretion, opt to exercise its “Termination for Breach” or “Termination for Cause” right under the Agreement with respect to GCVE only, in which case Customer may no longer access GCVE but may still access other Services.

3. BigQuery.

b. Incorporation into Applications. Customer may not allow End Users of Customer’s Applications to directly access or interact with the Google Earth Engine APIs unless those End Users have their own Google Cloud Platform Accounts and have access to Google Earth Engine from those Accounts.

6. Compute Engine.

Networking

7. Cloud Interconnect.

a. Partner Interconnect. Customer will independently engage a network service provider who has agreed with Google to supply connectivity between Customer and Google under Google’s partner terms for Partner Interconnect. Google is not responsible for any issues arising outside of Google’s network.

8. Cloud Network Insights (Preview). Cloud Network Insights enables access to Broadcom AppNeta ("AppNeta"), a Third-Party Offering provided by the Broadcom, Inc. affiliate specified in the Broadcom End User Agreement ("Broadcom"). Customer acknowledges that Broadcom will have control over AppNeta resources, metrics, and logs within Customer's Projects, and agrees that Google will have no responsibility or liability related to those resources, metrics, and logs. Google is required to share certain Customer information with Broadcom for the purposes of enabling the provision of, and running, AppNeta (a Third-Party Offering provided by Broadcom), as well as for providing TSS. This includes Customer's Project IDs and Project numbers (which AppNeta uses to identify and associate Customer's Google Cloud resources), Customer's organization name, number and ID, and contact details, and other data if required for enabling the provision of, and running, AppNeta within Cloud Network Insights. Once transferred to Broadcom, any processing of such data by Broadcom is subject to Broadcom's Data Processing Addendum (as described in the Third-Party Terms Section below). In addition, (i) solely for the purposes of providing TSS and debugging the Service, Google may access and process Customer Data in the AppNeta environment, and (ii) notwithstanding the “Data Processing” subsection of the “Pre-GA Offerings Terms” in the General Service Terms above, any processing of Customer Data that occurs in connection with such TSS and debugging will be subject to the Cloud Data Processing Addendum.

9. Cloud NGFW and Cloud Intrusion Detection System (Cloud IDS). Notwithstanding anything to the contrary in the “Benchmarking” section of the General Service Terms of these Service Specific Terms, Customer will not, and will not allow End Users to, disclose, publish, or otherwise make publicly-available any benchmark, or performance or comparison tests that are run on either the edition of Cloud NGFW titled “Cloud NGFW Enterprise” or Cloud IDS and that are conducted by Customer or an End User (or a third party authorized by Customer or an End User).

11. Spectrum Access System.

a. Governing Agreement. This Section 11 (Spectrum Access System) only applies to Customers procuring SAS under the terms of this Agreement.

b. Additional Customer Obligations. Customer is solely responsible for (i) the installation, operation, maintenance, and repair of Registered CBSDs; (ii) staffing, instructing, and managing personnel performing the installation, operation, maintenance, and repair of Registered CBSDs; (iii) ensuring that such personnel are certified by WInnForum to the extent required by applicable law; and (iv) procuring and maintaining connectivity with Spectrum Access System to enable the ordering and registration of CBSDs and the use of Registered CBSDs. For clarity, Section 2(b) (Operations of Communications Services) in the General Services Terms of these Service Specific Terms does not prohibit Customer from using Spectrum Access System in compliance with this Section 10 (Spectrum Access System). 

c. Applicable Law. Spectrum Access System is subject to Federal Communications Commission (“FCC”) regulations. Each party will comply with the rules and implementing orders of the FCC (including 47 C.F.R. Part 96), the Department of Defense, and the National Telecommunications and Information Administration, along with the duly adopted Release 1 standards of WInnForum, to the extent applicable to that party’s provision, receipt, or use of Spectrum Access System. 

d. No Personal Data. Except for any Customer Account Information that may include personal data, Customer will not provide any CBSD Endpoint User Information or other regulated data to Google through Customer’s use of Spectrum Access System.

e. Definitions.

“CBSD” means a device with a radio access point that is certified by the FCC to operate in the Citizens Broadband Radio Services band. 

“CBSD Registration Information” means data relating to the location, identification, operating parameters, and other aspects of Registered CBSDs.

“CBSD Reporting Data” means the anonymized or aggregated data and metadata Google receives from the Registered CBSDs during Customer’s use of Spectrum Access System.

“CBSD Endpoint” means a device that may establish wireless connectivity with the authorization of a Registered CBSD.

“CBSD Endpoint User” means an individual that uses any CBSD Endpoint.

“CBSD Endpoint User Information” means any information, data, or content relating to a CBSD Endpoint User, including (i) billing and usage information, passwords, and PINs; (ii) transmitted or received content information; (iii) authentication information and any other demographic information; and (iv) other information in connection with use by a CBSD Endpoint User of a CBSD Endpoint on any Registered CBSD or network of Registered CBSDs (excluding any information that may qualify as CBSD Registration Information or CBSD Reporting Data). 

“Customer Account Information” means information provided by Customer in connection with the registration of CBSDs, which information consists of (i) contact and account information for Customer; (ii) identification information for all Registered CBSDs registered to Customer, as prescribed by WInnForum standards; (iii) identifying information for all groups of CBSDs for Customer; and (iv) information relating to Customer’s priority access licenses (as applicable), including identification numbers, boundary information, protection area, CBSD cluster lists, grouping information, and any leases of such priority access licenses.

“Registered CBSD” means a CBSD that is registered with Google and operated by Customer via Spectrum Access System.

“WInnForum” means the Wireless Innovation Forum or any successor organization.

Developer Tools

12. Assured Open Source Software (AOSS). TSS is not available for free tiers of AOSS.

13. Google Device Cloud.

a. License Agreement. Customer’s access to and use of a Device Partner’s testing device or the Partner Device Lab itself through Google Device Cloud is governed solely by the license agreement between Customer and the Device Partner. By enabling the Partner Device Lab or by accessing any Device Partner testing device through the Google Device Cloud service, Customer accepts the license agreement terms presented at the time of initial access and instructs Google to share Customer Data with that Device Partner for use by the Device Partner for the sole purpose of executing development tests. Customer acknowledges that Device Partners are not acting as Google’s subprocessors, and as such any Customer Data that is shared with a Device Partner will be processed in accordance with that Device Partner’s data processing terms (and not the Cloud Data Processing Addendum). Customer acknowledges that Google exercises no control over the operation or location of Partner Device Labs offered through Google Device Cloud and is not responsible or liable for Device Partner’s actions, labs or devices.

b. Definition(s).

“Device Partner” means a device manufacturing company that maintains a lab of Android-based devices for purposes of connecting to the Google infrastructure.

AI / ML Services

14. Definitions (formerly Section 13 (Definitions)).

“Agentic AI Services” include (i) Gemini Enterprise and (ii) other agentic artificial intelligence features or functionality of the Google Cloud Platform Services.

“AI Agents” are goal-oriented, AI systems or workflows that perform actions or tasks on behalf of Customer in a supervised or autonomous manner that Customer may create, orchestrate, or initiate within an Agentic AI Service.

“Customer Adapter Model” means an adapter model that Customer creates using its Customer Data with an AI/ML Service.

“Customer Model” means (i) a model that Customer creates without using a Google Pre-Trained Model or (ii) a model owned by Customer that Customer uploads, fine tunes, or deploys in AI/ML Services. Customer Models do not include Customer Adapter Models. 

“Fine-Tuned Google Model” means an uptrained model that Customer creates by using an AI/ML Service to retrain or fine-tune a Google Pre-Trained Model using Customer Data.

“Google Customer-Trained Model” means a model trained or retrained by Customer that leverages Google’s pre-existing intellectual property using an AI/ML Service and not released as an open model under an open source or other license.

“Google Models” means Google Pre-Trained Models, Fine-Tuned Google Models, and Google Customer-Trained Models.

“Google Pre-Trained Model” means a model trained by Google and not released as an open model under an open source or other license.

“Separate Offering” means a model, dataset, application, product, service, solution, AI Agent or any other offering that Google makes available for a Customer’s use with AI/ML Services that is subject to terms and conditions separate from the Agreement, such as an open source license, third party terms, or other terms.

15. Intellectual Property Terms for AI/ML Services (formerly Section 14 (Intellectual Property Terms for AI/ML Services)).

b. Google Models. Customer will have sole access to use Fine-Tuned Google Models and Google Customer-Trained Models. Neither Google nor any third party not authorized by Customer may access or use Fine-Tuned Google Models and Google Customer-Trained Models, including after expiration or termination of the Agreement. Google owns all Intellectual Property Rights in Google Models. Where permitted by the AI/ML Service, any exported Fine-Tuned Google Model is licensed as Software.

17. Use Restrictions for AI/ML Services (formerly Section 16 (Use Restrictions for AI/ML Services)).

a. Competitive Use. Customer will not, and will not allow End Users to use an AI/ML Service or Generated Output to develop a similar or competing product or service. Google may immediately suspend or terminate Customer's use of any AI/ML Service based on any suspected violation of the preceding sentence. This restriction does not apply to Vertex AI Platform so long as Customer does not use a Google Pre-Trained Model.

b. ​​Model Restrictions. Customer will not, and will not allow End Users to, use output from an AI/ML Service (including Generated Output) to: (i) substitute, replace, or circumvent the use of a Google Model, directly or indirectly, or (ii) create or improve models similar to a Google Model. However, if an AI/ML Service offers the feature of fine-tuning, Customer may use output from that AI/ML Service (including Generated Output) to create and use Fine-Tuned Google Models instead of Google Pre-Trained Models. 

c. No Reverse Engineering. Customer will not, and will not allow End Users to, reverse engineer or extract any components of an AI/ML Service, Software, or its models (such as using prompts to discover training data). Google may immediately suspend or terminate Customer's use of any AI/ML Service based on any suspected violation of the preceding sentence.

18. Training Restriction (formerly Section 17 (Training Restriction)). Google will not use Customer Data to train or fine-tune any AI/ML models without Customer's prior permission or instruction.

19. Separate Offerings and Customer Models (formerly Section 18 (Separate Offerings and Customer Models)).

a. Use of Separate Offerings on the Google Cloud Platform. Customer’s use of Separate Offerings is subject to separate terms and conditions. 

b. Disclaimer and Indemnity. Google disclaims all liability arising from Customer’s use of Separate Offerings and Customer Models, and Google’s indemnification obligations do not apply to allegations arising from Separate Offerings or Customer Models.

20. Generative AI Services (formerly Section 19 (Generative AI Services)).

a. Definition. “Generated Output” means the data or content generated by a Generative AI Service prompted by Customer Data. Generated Output is Customer Data. As between Customer and Google, Google does not assert any ownership rights in any new intellectual property created in the Generated Output.

d. Age Restrictions. Customer will not, and will not allow End Users to, use a Generative AI Service as part of a website, Customer Application, or other online service that is directed towards or is likely to be accessed by individuals under the age of 18.

e. Healthcare Restrictions. Customer will not, and will not allow End Users to, use the Generative AI Services for clinical purposes (for clarity, non-clinical research, scheduling, or other administrative tasks is not restricted), as a substitute for professional medical advice, or in any manner that is overseen by or requires clearance or approval from any applicable regulatory authority.

f. Suspected Violations. Google may immediately suspend or terminate Customer's use of a Generative AI Service based on any suspected violation of Section 17(b) or subsection (d) above.

g. Restrictions. The restrictions contained in subsections (d) and (e) above are deemed to be “Restrictions” or “Use Restrictions” under the applicable Agreement.

h. Handling of Prompts and Generated Output. Absent Customer’s prior permission or instruction, Google will not store outside Customer’s Account (i) Customer Data prompted to a Generative AI Service for longer than is reasonably necessary to create the Generated Output, or (ii) the Generated Output.

i. Additional Google Indemnification Obligations.

(ii) Training Data. Google’s indemnification obligations under the Agreement also apply to allegations that Google’s use of training data to create any Google Pre-Trained Model utilized by a Generative AI Service infringes a third party’s Intellectual Property Rights. This indemnity does not cover allegations related to a specific Generated Output, which may be covered by subsection (i) (Generated Output) above.

j. Modifying, Disregarding, or Disabling Safety Filters. Google makes available safety filters for certain Generative AI Services. Customer is solely responsible for (i) its use, non-use, or modification (including modifications made by Google at Customer’s instruction) of safety filters in creating Generated Output, and (ii) disregarding safety instructions or Documentation.

26. Speech on Device (SOD) / Automotive AI Agent (AAA) Premium Software. Customer’s license to the Premium Software components of SOD and AAA is limited to using the Premium Software locally on activated, designated devices. Only Customers who subscribe to TSS are eligible to receive updates to the Premium Software. Upon termination or expiration of Customer’s Order Form for SOD/AAA, Customer will permanently delete the Premium Software and associated SOD/AAA models (except those models on already-activated devices) and may not use SOD/AAA to perform any additional activations or distribute any more devices. Notwithstanding anything to the contrary in the “License” subsection of the “General Software Terms” above, the following apply:

a. Customer may sublicense the Premium Software included as part of SOD/AAA to the extent necessary for using it on End User devices;

b. Customer’s license to such Premium Software will be perpetual to the extent that it remains on any device after the Term.

27. Automotive AI Agent. Automotive AI Agent models created by Customer based on Google Pre-Trained Models are Fine-Tuned Google Models as defined in these Service Specific Terms.

28. Visual Inspection AI. Customer may only download from Visual Inspection AI containerized Solution Artifacts (as described in the Documentation and licensed as Software) for the duration and number of cameras designated when downloaded by Customer in the Admin Console.

29. Retail Search. If Customer provides results for any query in a different order than the ranked order returned by Retail Search (“Alternative Ranking”), then (a) Google will not provide any support (including TSS) in relation to this Alternative Ranking and (b) Customer forfeits any rights granted by Google to use Google Brand Features in connection with Retail Search.

30. Anti Money Laundering AI. The Service may only be used for Customer’s (or its own customers’) detection of money-laundering activities as part of an anti money laundering (AML) compliance program. Customer will comply with the service limits defined in the Documentation and ensure that Service outputs are subject to human oversight, investigation, and evaluation by trained AML compliance personnel. Google may suspend or terminate Customer’s use of the Service based on any suspected violation of the foregoing obligations.

31. Gemini Enterprise and Gemini for Government.

b. "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. "Flow", "Project Mariner", and "Whisk" are Additional Products accessible via Gemini for Government and Gemini Enterprise.

Storage

32. Persistent Disk.

Data Analytics

33. Looker (Google Cloud core). If Google’s measurement tools are unable to confirm Customer’s usage of the Services, then (a) within 30 days of Google’s request, Customer will provide a sufficiently-detailed written report describing usage of the Looker (Google Cloud core) Service by Customer and End Users during the requested period, and (b) Customer will provide reasonable assistance and access to information to verify the accuracy of Customer’s usage report(s).

API Management

Bare Metal

35. Bare Metal Solution.

a. Liability. Notwithstanding anything to the contrary in the Agreement (except subject to any unlimited liabilities expressly stated in the Agreement), to the maximum extent permitted by law, each party’s total aggregate Liability for damages arising out of or relating to Bare Metal Solution is limited to the greater of (i) the Fees Customer paid for Bare Metal Solution during the 12 month period before the event giving rise to liability and (ii) $25,000. This Section will survive expiration or termination of the Agreement.

b. Bare Metal Solution Proof of Concepts. Customer may not use Bare Metal Solution proof of concepts and trials in connection with any production workloads.

Migration

36. Transfer Appliance Service. 

a. Trade Compliance.

(i) In case of cross-border shipments of Appliance Materials, Customer may be responsible for export clearance and licensing (if applicable). Appliance Materials may be dual-use goods (including under Export Control Number 5A002) and subject to export restrictions. Google may designate a carrier to act as Customer's agent with the relevant customs and tax authorities to import or export the Appliance Materials, and Customer will cooperate with Google and its carrier, including providing export classification information and acting as the importer or exporter of record. Customer will not ship Appliance Materials except as authorized in writing by Google.

(ii) Without limiting Customer’s obligation to comply with all laws applicable to its receipt or use of Appliance Materials (including any prohibitions on exporting, re-exporting or transferring Appliance Materials to comprehensively embargoed United States countries and regions), Customer may not export, re-export or transfer Appliance Materials to Russia or for use in Russia except as authorized in writing by Google.

b. Responsibility for Appliance Materials. While Appliance Materials are in its control, Customer is responsible for any loss or damage and will use appropriate security measures to protect them.

c. Sole Remedy. Customer's sole remedy in connection with any unsuccessful attempt to complete the Transfer Appliance Service is for Google to use reasonable efforts to re-perform the Transfer Appliance Service.

The Service Specific Terms for the Transfer Appliance Service are also applicable to Google Distributed Cloud connected Appliance Service excluding the “Sole Remedy” subsection above.

“Appliance Materials” means the materials provided by Google or its Subprocessors in connection with the Transfer Appliance Service or the Google Distributed Cloud connected Appliance Service, as applicable, including hardware and software.

Security and Identity 

37. Assured Workloads. 

a. General. Google will provide TSS for Assured Workloads in accordance with Customer-selected controls. It is Customer's responsibility to determine whether Customer-selected Admin Console controls are adequate for Customer’s purposes.

Further, Assured Workloads enables Customer to prevent Google personnel located outside the Customer-selected Region or Multi-Region from accessing Customer Data in an Assured Workloads environment, as specified in the Documentation.

c. ITAR Data. Notwithstanding any restriction on the access or use of the Services for materials or activities subject to ITAR in the Agreement, Customer may access or use the Services with software or technical data subject to ITAR if Customer uses Assured Workloads Services explicitly identified in the Documentation as being compatible with ITAR requirements.

38. Access Approval. Use of Access Approval may increase response times for TSS, and Customer will be responsible for any disruption or loss as a result of Customer denying or delaying approval via Access Approval. The SLAs do not apply to any Service disruption impacted by Customer’s use of Access Approval.

39. Security Command Center.

a. Data Processing. In order to protect your assets against new and evolving threats, Security Command Center analyzes data related to misconfigured assets, indicators of compromise in logs, and attack vectors. This activity may include processing to improve service models, identifying recommendations to harden customer environments, collecting metrics to evaluate the effectiveness and quality of services, and conducting experiments to optimize the user experience.

b. Additional Products. Google makes optional Additional Products available to Customer and Customer End Users through the Cloud Identity Services. Customer’s use of Additional Products is subject to the Additional Product Terms.

d. Definitions.

“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.

41. Firebase Authentication and Identity Platform.

a. Phone Authentication. Google temporarily stores phone numbers provided for authentication to improve spam and abuse prevention across Google services. Phone numbers are not logically isolated for a given customer's end users. Customer should obtain appropriate end-user consent before using the Firebase Authentication or Identity Platform phone number sign-in service.

(ii) Customer acknowledges and agrees that Customer must enable “Chrome Enterprise Connectors” in the Chrome Browser section of the Admin Console.

b. Threats. When Chrome Enterprise Premium checks for malware, unsafe web pages, or other unsafe files (“Threats”), the URL or a file hash and the result of the analysis are temporarily stored in a Google global cache for performance-related purposes. Customer acknowledges and agrees that Customer URLs, content, metadata and file hashes that Chrome Enterprise Premium identifies as Threats are not Customer Confidential Information or Customer Data and Google may use such URLs, content, metadata and file hashes to provide, maintain, protect and improve Google's products and services, including Google's lists of Threats, including without limitation sharing the same with third parties, including other customers and users.

c. App Connector. Customer agrees to install Software for App Connector in Customer’s private data center or other non-Google cloud environments in accordance with the minimum specifications described in the Documentation. Customer authorizes Google to connect and maintain the Software in order to provide connectivity for the applications accessed by Customer via App Connector.

46. Certificate Manager. Customer authorizes Google Cloud to apply for and obtain publicly trusted SSL/TLS certificates from third-party or Google-managed certificate authorities for domains operated and controlled by Customer (“Customer Domains”) pursuant to the CA/Browser Forum Baseline Requirements or any applicable successor requirements (“Requirements”). Customer represents and warrants that it operates and controls the Customer Domains and will revoke the authorization from Google when Customer ceases to operate and control a Customer Domain. Google may revoke a certificate as required by the Requirements or for failure to comply with the AUP.

47. Audit Manager. Reports generated by Audit Manager support information gathering only and do not determine or attest to compliance with any compliance standard. Use of Audit Manager neither relieves Customer of nor substitutes for any of Customer’s obligations to verify compliance; Customer remains responsible for separately verifying its compliance with applicable compliance standards.

Google Distributed Cloud

Data Boundary by Partners

49. Data Boundary by Partners (formerly Sovereign Controls by Partners).

b. Partner Access. To the extent applicable, Customer authorizes (and will ensure, if applicable, it has all relevant approvals to allow) Google to share, with the relevant Data Boundary Partner, TSS case details and Customer's contact information, metadata, log data, billing information, and configuration data from the Services used in the environment applicable to the Data Boundary by Partners solution, or that of Customer’s applicable end customer. Google is not responsible for a Data Boundary Partner’s handling of such data.

c. Key Access Justifications. Google will transmit an accurate justification to the EKM for each request to obtain key access to decrypt Customer Data for supported, generally-available Services, pursuant to terms agreed between the Data Boundary Partner and Google (if applicable). Once the EKM receives a justification, they are responsible for determining whether to grant Google the requested key access. Google is not responsible if the operation or functionality of the Services is impacted because Google cannot obtain a key access needed for such operation or functionality. 

d. Security Controls. Data location controls made available by Google for the Data Boundary by Partners solution will be the same as the controls Google makes available for Assured Workloads, as described in the Assured Workloads Service Specific Terms.

Databases

50. AlloyDB Omni. Users of the free AlloyDB Omni Developer Edition and their Software Users (as defined in the General Service Terms) may use the Alloy DB Omni Software only for the purposes of developing, testing, prototyping, and demonstrating software programs (in any environment). Such users and Software Users may not use the AlloyDB Omni Software for any data processing, business, commercial, or production purposes.

Premium Software

51. Telecom Subscriber Insights.

a. Updates. If Google makes available to Customer an update to the Telecom Subscriber Insights Software and Customer does not download the update within 30 days of notification of its availability, Google will automatically push the update to Customer’s Project(s) that use Telecom Subscriber Insights.

b. Additional Restrictions. Customer will not (either directly or via third parties) (i) use Telecom Subscriber Insights or any of its components to create, train, or improve (directly or indirectly) any similar or competing system, product or service; or (ii) use output data from Telecom Subscriber Insights for the purpose of creating, training, or improving (directly or indirectly) any similar or competing system, product or service.

Free Evaluation Services

52. Free Evaluation Services.

a. Definitions.

"Free Evaluation Services" means (a) presales, evaluation, or proof-of-concept services; and (b) ad-hoc technical assistance (brief technical assistance to address immediate, isolated technical inquiries or minor operational issues) related to Google Cloud products, in each case provided to Customer free of charge by Google Personnel. Free Evaluation Services do not include work that falls under any agreement governing (i) implementation services or deliverables, (ii) ongoing, paid technical support services, or (iii) any similar scoped or on-going professional technical or consulting services by Google Personnel.

"Free Model" means a version of an artificial intelligence or machine learning model trained, adapted, or fine-tuned by Google Personnel as part of the Free Evaluation Services using Customer Data.

"Google Personnel" means Google’s and its Affiliates’ employees, agents, and subcontractors.

"Materials" means tools, code, algorithms, models, written documentation, and other technology provided to Customer by Google Personnel as part of the Free Evaluation Services.

b. Scope. Google will provide Free Evaluation Services in accordance with this Section. Free Evaluation Services may be provided without an Order Form. Free Evaluation Services are only intended to enable Customer to receive help, recommendations, learnings, and advice from Google Personnel to evaluate, demo, and learn how Customer can use Google Cloud products and services to meet its business use cases.

c. Terms. Free Evaluation Services are “Pre-GA Offerings” and will be subject to the Pre-GA Offerings Terms in the SSTs and any additional terms described in this Section (Free Evaluation Services). In addition to the terms of the Agreement excluded for Pre-GA Offerings, any terms specific to the function of the Services or Software, and not appropriate or relevant for Free Evaluation Services, such as provision of an Account or a Status Dashboard, location of Data Centers, or information about Significant Developments, do not apply to Free Evaluation Services. In addition, notwithstanding anything to the contrary in the Agreement, Google has no obligation to implement tools and measures designed to prevent the introduction of Viruses into Materials. (Customer may use tools and measures available as part of the Services to assess Materials for Viruses in Customer’s Account.) To the extent permitted by applicable law, Google may assign a new subcontractor or subprocessor to provide Free Evaluation Services immediately upon written notice to Customer.

d. Materials. While Materials may be provided to Customer by Google, Free Evaluation Services do not create deliverables or new Intellectual Property for Customer. Google retains all Intellectual Property Rights in Materials, except to the extent Materials contain Customer Data owned or licensed by Customer (a) before the start date of the Evaluation Services or (b) independent of the Evaluation Services. Customer may use Materials for its internal business purposes only. Customer agrees and acknowledges that open source code may be included in Materials. Nothing in this Section (Free Evaluation Services) grants any right for Customer to use any materials, products, or services that are otherwise made available to Google customers under a separate license or agreement.

e. Customer Obligations.

(i) Non-Production Environment. Customer will only provide Google Personnel with access to Customer Data for Free Evaluation Services in a non-production Google Cloud Platform environment managed by Customer. Google will only access, use, and otherwise process Customer Data to provide the Free Evaluation Services.

(ii) Customer Personal Data. Customer will not provide Google Personnel with access to Customer Personal Data (as defined in the Cloud Data Processing Addendum) to receive Free Evaluation Services unless the parties have defined the scope and purpose of Google’s access to such Customer Personal Data in a separate agreement. If Google discovers that Customer has provided Google Personnel with access to Customer Personal Data, Google will suspend performing Free Evaluation Services until Customer deletes such Customer Personal Data. If the Parties agree that Google will access Customer Personal Data in a separate agreement, then (a) the Cloud Data Processing Addendum will apply, but only with respect to Customer Personal Data, and (b) Free Evaluation Services will be treated as Implementation Services in the Cloud Data Processing Addendum (with the exception of Google’s Compliance Certification obligations for Implementation Services).

f. AI Services. If Free Evaluation Services involve helping Customer to evaluate Google Cloud’s artificial intelligence or machine learning products and services:

(i) Customer will have sole access to any Free Model; Google will not use any Free Model for its own purposes or provide a Free Model to any other Google customer.

(ii) Data or content generated by a Free Model will be treated as Generated Output, even if not generated by a Generative AI Service.

2. Microsoft Products.

3. NVIDIA Drivers.

5. Ubuntu Pro (Canonical).

6. Squarespace Domains.

“Order Form” means an order form executed by Customer and Google or an order placed by Customer via a Google website, in either case specifying the Services Google will provide to Customer.

5. Price Change Rationale.

To the extent Google has a right to modify Prices under the Agreement, it may have various reasons for doing so, including (for example, and without limitation): (a) changes in Google's underlying costs for developing, providing, maintaining, and/or selling the Services, such as costs related to hardware, software licenses, energy, labor, and data center infrastructure; (b) enhancements, modifications, or changes to the nature, features, or functionality of the Services, including the introduction of new services or capabilities; (c) prevailing market conditions, including competitive pressures, inflation, deflation, or currency exchange rate fluctuations; (d) changes in applicable laws, regulations, taxes, or other compliance requirements that impact the cost or manner of delivering the Services; (e) the evolution of technology and industry standards affecting the Services; and (f) changes to costs payable by Google to third parties.