1. Supplier Obligations: 
   
   1. The Supplier shall:
      
      1. provide Billing of GCP to the Customer from the Services Start Date for the Term specified in the relevant Ordering Document.
      2. provide Billing Support to the Customer from the Services for the Term specified in the relevant Ordering Document.
   2. Unless otherwise set out in the relevant Ordering Document, the Supplier shall invoice the Customer at the end of the month the GCP Charges for GCP Services consumed that month on the Subaccount less any applicable Supplier Discount. 
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2. Customer Obligations:
   
   1. The Customer shall: 
      
      1. agree to and comply with the Google Terms of Service;
      2. as applicable, agree to and comply with the Google Marketplace TOS, Google Marketplace Standard EULA and any Vendor Agreement,  or additional related terms with a Vendor applicable to its use of a Vendor Product. Access to and use of a BYOL Product is governed by the third-party software licence agreements associated with that BYOL Product.
      3. give consent for the Supplier to provide their contact details and / or their representatives contact details to Google to allow Google to use the details to communicate directly with them: (i) as is required to execute any non-standard orders (ii) for purposes related to the provisioning of the GCP Services to the Customers’ account, including in relation to any product updates or security incidents; (iii) as required to ensure the Customer is notified of available options to maintain continuity in the provision of the GCP Services; (iv) to conduct customer service and satisfaction surveys; and (v) to inform Customers about new or additional Google products related to the GCP Services the Customer is using; 
      4. not use the GCP Services in connection with any use involving High Risk Activities;
      5. not: (i) resell, distribute, supply, lease or allow another third party to use the GCP Services (ii) use the GCP Services or any Google documentation provided for any purpose other than as permitted hereunder; or (iii) adapt, alter, modify, decompile, translate, disassemble or reverse engineer any GCP Services or any part thereof including the source code and any other underlying ideas or algorithms of the software forming part of the GCP Services; 
      6. ensure use of the GCP Services complies with the AUP and Service Specific Terms;
      7. use reasonable efforts to prevent and terminate unauthorised use of the GCP Services and promptly notify the Supplier of any unauthorised use or access to the  GCP Services of which the Customer becomes aware;
      8. comply with any Documentation that Google provides in support of the Customer’s use of the GCP Services. The Documentation may specify restrictions on how the Applications may be built or how the GCP Services may be used; 
      9. not: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the GCP Services; (ii) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the GCP Services in a manner intended to avoid incurring Charges; (iii) unless otherwise stated in the GCP Service Specific Terms, use the GCP Services to operate or enable any telecommunications service or in connection with any Application that allows End Users to place calls or to receive calls from any public switched telephone network; or (iv) access or use the GCP Services: to create, transmit, process or store any data that is subject to the International Traffic in Arms Regulations maintained by the Department of State,  on behalf of or for the benefit of any entity or person who is legally prohibited from using the GCP Services, or to transmit, store, or process Protected Health Information (as defined in HIPAA) (unless both parties execute a HIPAA BAA);
      10. not disclose directly or through a third party, the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a “Test”) of the GCP Services, unless the disclosure includes all information necessary for Google or a third party to replicate the Test.  If the Customer conducts, or directs a third party to conduct, a Test of the GCP Services and discloses the results directly or through a third party, then Google (or a Google directed third party) may conduct Tests of the Customer’s products or services (if the Customer or a Customer-directed third party conducted the Test). Google may disclose the results of any such Test of the Customer’s products or services (which disclosure will include all information necessary for the Customer or a third party to replicate the Test);
      11. obtain and maintain any required consents necessary to permit the processing of Customer Data under these Product Specific Terms;
      12. acknowledge that Google and the Supplier are independent contractors and the Supplier is not Google's agent or partner or in a joint venture with Google;            
      13. indemnify the Supplier for any use of the GCP Services in violation of the AUP; 
      14. provide the Supplier with all information and evidence required by Google TSS where there is a claim for Google service credit (in accordance with the Google SLA), in order for the Supplier to make a claim for service credit to Google for and on behalf of the Customer; and
      15. use the Supplier as their sole and exclusive provider of Billing of GCP for the Term specified in the relevant Ordering Document.
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3. General
   
   1. If the Supplier becomes aware that any Application, Project or the Customer  violates the AUP, the Supplier may immediately suspend the Application, Project or the Customer’s access and / or remove the relevant Customer Data. 
   2. Google will provide the GCP Services in accordance with the applicable SLA (if any). To the extent permitted by law, the only remedies for failure to provide the GCP Services in accordance with the applicable SLA are those stated in the SLA.
   3. Google may make changes to the GCP Services, which may include adding, updating or discounting any GCP Services or portion or feature(s) of the GCP Services. The use of new features or functionality may be contingent upon the Customer’s agreement to additional terms.
   4. The GCP Service Specific Terms and Data Processing and Security Terms are incorporated by reference into these Product Specific Terms.
   5. Google reserves the right to remove Projects for inactivity upon 30 days advance notice, if for a period exceeding 180 days, such Project does not have: (a) active virtual machine or storage resources, (b) associated Applications that are serving any requests; and (c)has not incurred any Charges for GCP Services.
   6. Google is a processor, and the Customer is the controller of any such data, as the terms “controller”, “processed”, “processor” and “personal data” have the meaning given in the European Data Protection Legislation. 
   7. To the extent permitted by Applicable Law, Google shall have no liability for any damages whether direct, indirect, incidental or consequential arising from the Billing of GCP provided to the Customer by the Supplier and Google disclaims all warranties with respect to the GCP Services including warranties of merchantability, fitness for a particular purpose and non-infringement. 
   8. Google’s measurement of the Customer’s use of the GCP Services is final.
   9. The Charges shall be in US Dollars. Google shall convert the Charges into GBP £ sterling or Euros € (as specified in the Ordering Document), the Supplier shall pass the GBP £ or Euro € conversion through to the Customer.
   10. Where applicable any Anthos entitlement included in an Apigee SKU(s) is restricted to running and operating Apigee Hybrid. Log aggregators and monitoring (for security and application) agents are excluded from this restriction. Use of Anthos for any other purpose or in excess of the entitlement requires a separate Anthos subscription. Without limiting the foregoing, the Supplier reserves the right to issue additional invoices to the Customer in arrears if the Customer’s usage of Anthos exceeds the entitlement. Any additional usage will be charged at Google's then-current list prices (as available at https://cloud.google.com/skus) or as otherwise agreed by the parties.
   11. If the Customer exceeds the applicable network data entitlements for Apigee, the Customer will pay the Supplier additional Charges based on their consumption rate as described at https://cloud.google.com/vpc/network-pricing#lb and any prices set forth in the Ordering Document.
   12. The relevant Ordering Document shall automatically renew at the end of the relevant Term set out in the Ordering Document (“Initial Term”), for consecutive periods of 12 months (each a “Renewal Term”) unless either party provides no less than 30 days’ written notice of non-renewal prior to the end of the Term or the parties enter into a new Billing of GCP Ordering Document. For any Renewal Term, the GCP Services shall be charged at the then current Google price list.
   13. Where the Customer terminates the relevant Ordering Document pursuant to the General Terms & Conditions, the Supplier shall use reasonable endeavours to procure migration of the outstanding Billing of GCP either to Google or to an authorised third party provider. 
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4. Definitions
   
   1. The following definitions apply in these Product Specific Terms:
      
      Annual: means from the Services Start Date a term of 12 calendar months. 
      
      Anthos: is the Google Anthos product(s) as further described at https://cloud.google.com/terms/services 
      
      AUP: means the Google Acceptable Use Policy set out at: http://cloud.google.com/terms/aup, as amended by Google from time to time
      
      Account(s): means the Customer’s Google Cloud Platform account.
      
      Application(s): means a software programme that the Customer creates or hosts using GCP including any source code written by the Supplier or the Customer to be used with GCP or hosted in an Instance.
      
      Billing of GCP: means ongoing account-related activities including billing and collecting fees for GCP Services.
      
      Billing Support: means Supplier shall support the Customer with billing related issues including but not limited to: overcharges, undercharges, credit related issues, refunds for missed Google SLAs, handling billing adjustments.
      
      BYOL Product: means any software, service, or dataset provided by a Vendor, and any updates to the foregoing, which are labelled in the Marketplace as “Google Click to Deploy” or “BYOL” and not redeemed by means of exchanging a licence key purchased on the Marketplace.
      
      Customer Data: means data provided to Google by or on behalf of the Customer.
      
      Documentation: means the Google documentation (as may be updated from time to time) in the form generally made available by Google to its customers for use with the GCP Services at https://cloud.google.com/docs/.
      
      Flexible: means a month by month basis which may be terminated by either party by providing 30 days written notice of termination.
      
      GCP Charges:  means as set out here: https://cloud.google.com/pricing/list  
      
      GCP Services: means the summary of the services at https://cloud.google.com/terms/services (as updated from time to time).
      
      GCP Service Specific Terms: means: https://cloud.google.com/cloud/terms/service-terms (as updated from time to time).
      
      GCP Terms of Service: means: https://cloud.google.com/terms/ (as updated from time to time).
      
      Google Marketplace Standard EULA: https://console.cloud.google.com/tos?id=marketplace-eula-standard 
      
      Google Marketplace Terms of Service: https://console.cloud.google.com/tos?id=launcher&pli=1&_ga=2.200957933.257949989.1681984956-442629558.1645626499 
      
      Google Terms of Service: means those terms of service that govern use of the applicable Services and that must be agreed directly between the Customer and Google or otherwise passed through to the Customer by these Product Specific Terms, including but not limited to the GCP Terms of Service and the GCP Service Specific Terms.
      
      High Risk Activities: means uses such as the operation of nuclear facilities, air traffic control or life support systems where the failure of the Services could lead to death, personal injury or environmental damage.
      
      HIPAA: means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time and any regulations issued under it.
      
      Marketplace: means Google’s repository for offerings made available for use with Google Cloud Platform, available at https://console.cloud.google.com/marketplace or a successor URL.
      
      Project(s): means a collection or grouping of computing, storage, and API resources for the Customer through which the Customer may use GCP Services.
      
      SLA: means each of the then-current service level agreements at: https://cloud.google.com/terms/sla/.
      
      Subaccount: means the subaccount identified in the Ordering Document or, in the absence of such identification, the subaccount assigned to the Customer by the Supplier.
      
      Supplier Discount: means the applicable discount, if any, between the Supplier and the Customer as set out in Ordering Document. In the event Google amends the margin the Supplier receives on GCP Services, the Supplier reserves the right to amend the discount during the Term. The Supplier will give the Customer notice of these changes as soon as is reasonably practicable. The discount shall not apply to any third-party software or any GCP separate stock keeping units (SKUs) set out by Google including but not limited to those SKUs excluded at https://cloud.google.com/skus/exclusions (as amended from time to time), Google Marketplace, Google Apigee, Google Maps and any Looker Product SKUs that are available at https://cloud.google.com/skus/other. 
      
      Vendor: means a third-party software or service vendor that makes offerings available on the Marketplace.
      
      Vendor Agreement: means an agreement governing the Customer’s access to and use of a Vendor Product including but not limited to terms made available to the Customer via the applicable Marketplace listing. 
      
      Vendor Product: means any software, service, or dataset provided by Vendors, and any updates to the foregoing, made available through the Marketplace, in each case excluding BYOL Products. For the avoidance of doubt, Google Products are not “Vendor Products.

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