1. Supplier Obligations
   
   1. The Supplier shall provide:
      
      1. Billing of SecOp Products 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 Start Date for the Term specified in the relevant Ordering Document.
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2. Customer Obligations
   
   1. The Customer shall: 
      
      1. agree to and comply with the Google Terms of Service;
      2. agree to and comply with the SecOps Service Specific Terms; 
      3. not (i) remove or alter any copyright, trademark or other proprietary notices (including without limitation any licence files) from the Services; (ii) disclose results of any benchmark or other performance tests related to the Services to any third party; (iii) access or use the Services or permit it to be accessed or used for purposes of: (i) product evaluation benchmarking or other comparative analysis, or (iv) building a competitive product or service or copying its features or interface; or (v) except as expressly permitted hereto, distribute, sell, sublicense, rent, lease or provide access to the Services, or use or provide the Services (or any portion thereof) for time sharing, hosting, service provider or similar purposes;
      4. 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 SecOp Products 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 SecOp Products; (iv) to conduct customer service and satisfaction surveys; and (v) to inform Customers about new or additional Google products related to the SecOp Products the Customer is using; 
      5. not use the SecOp Products  in connection with any use involving High Risk Activities;
      6. not: (i) resell, distribute, supply, lease or allow another third party to use the SecOp Products (ii) use the SecOp Products 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 SecOp Products or any part thereof including the source code and any other underlying ideas or algorithms of the software forming part of the SecOp Products; 
      7. ensure use of the SecOp Products complies with the AUP;
      8. use reasonable efforts to prevent and terminate unauthorised use of the SecOp Products and promptly notify the Supplier of any unauthorised use or access to the SecOp Products of which the Customer becomes aware;
      9. comply with any Documentation that Google provides in support of the Customer’s use of the SecOp Products. The Documentation may specify restrictions on how the Applications may be built or how the SecOp Products may be used; 
      10. 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 SecOp Products; (ii) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the  SecOp Products in a manner intended to avoid incurring Charges; (iii) unless otherwise stated in the  SecOp Products Service Specific Terms, use the  SecOp Products 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  SecOp Products: 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  SecOp Products, or to transmit, store, or process Protected Health Information (as defined in HIPAA) (unless both parties execute a HIPAA BAA);
      11. not disclose directly or through a third party, the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a “Test”) of the SecOp Products, 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 SecOp Products 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);
      12. obtain and maintain any required consents necessary to permit the processing of Customer Data under these Product Specific Terms;
      13. 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; and
      14. indemnify the Supplier for any use of the SecOp Products  in violation of the AUP.
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3. General
   
   1. The Customer may purchase additional Deployment Attributes for a prorated term during the Term. 
   2. The Charges in the Ordering Document shall be in US Dollars. The Supplier shall convert the Charges into GBP £ sterling or Euros € (as specified in the Ordering Document) at the time of invoicing.
   3. The Supplier reserves the right to issue additional invoices to the Customer in arrears if a Customer’s usage of SecOps Products exceeds the licences in the Ordering Document (“Overages”). Any such additional usage will be charged at Google's then-current list prices, less applicable discounts.
   4. 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. 
   5. Google will provide the SecOp Products in accordance with the applicable SLA (if any). To the extent permitted by law, the only remedies for failure to provide the SecOp Products in accordance with the applicable SLA are those stated in the SLA.
   6. Google may make changes to the SecOp Products, which may include adding, updating or discounting any SecOp Products or portion or feature(s) of the SecOp Products. The use of new features or functionality may be contingent upon the Customer’s agreement to additional terms.
   7. The Data Processing and Security Terms are incorporated by reference into these Product Specific Terms.
   8. 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 SecOps Products.
   9. 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. 
   10. 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 SecOp Products provided to the Customer by the Supplier and Google disclaims all warranties with respect to the SecOp Products including warranties of merchantability, fitness for a particular purpose and non-infringement. 
   11. Google’s measurement of the Customer’s use of the SecOp Products is final.
   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 SecOps Products Ordering Document. For any Renewal Term, the SecOp Products shall be charged at the then current Google price list.
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4. Definitions
   
   1. The following definitions apply in these Product Specific Terms:
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      Annual: means from the Services Start Date a term of 12 calendar months. 
      
      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 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.
      
      Billing of SecOp Products: means ongoing account-related activities including billing and collecting fees for SecOp Products.
      
      Customer Data: means data provided to Google by or on behalf of the Customer.
      
      Data Processing and Security Terms or DPST: means the then-current terms describing data processing and security obligations with respect to Partner Data for the SecOps Products, as described at: https://cloud.google.com/terms/secops/data-processing-terms/partner 
      
      Deployment Attributes: means the quantified usage of the Services or other scope of use restrictions as specified on an Ordering Document. 
      
      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 SecOps Products  at https://cloud.google.com/docs/.
      
      Fees: means the then-current applicable fees for SecOps Products as specified in the applicable Order Form.
      
      Google Discount: means any discount applied by Google. This discount shall be applied by Google to the list price.
      
      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 SecOps Service Specific Terms and the SecOps Services 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.
      
      Project(s):  means an Instance of the SecOps Products configured and used by Customer. 
      
      Qodea SecOps Discount: means the applicable discount between the Supplier and the Customer, as set out in the Ordering Document. This discount is applied to the price after the Google Discount has been applied. 
      
      SecOp Products: means the Services, TSS, Software, and/or other products/services that may be made available to the Customer.
      
      SecOps Services Terms: means the “SecOps Services Agreement” described at: https://cloud.google.com/terms/secops, and any incorporated terms therein that pertain to the SecOps Products.
      
      Services: also referred to as “Products” means the then-current SecOps Services as described at the Services Summary (including any associated APIs).
      
      Service Specific Terms or SecOps Service Specific Terms: means the then-current terms specific to one or more SecOps Products or Software described at https://cloud.google.com/terms/secops/service-terms 
      
      Services Summary: means the summary of SecOps Services at https://cloud.google.com/terms/secops/services , which may be updated from time to time.
      
      SLA: means the then-current service level agreements described at https://cloud.google.com/terms/secops/sla 

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